SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                 |X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2005

                                       Or

                 |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                             Commission File Number

                         LARREA BIOSCIENCES CORPORATION
           (Name of small business issuer as specified in its charter)

             NEVADA                                           680507505
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                            c/o Peter P. Smetek, Jr.

                           2205 - 13700 Mayfield Place
                       Richmond, British Columbia V2V 2E4

                              Phone: (604) 273-7977
                               Fax: (604) 244-8562

         SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

                                     (None)

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                         COMMON STOCK, $.0001 PAR VALUE
                                (TITLE OF CLASS)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B, is not contained in this form and no disclosure will be continued, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
the Form 10-KSB. |_|

Registrant had $ 545,796 in revenues for the most recent fiscal year.

As of July 5, 2005, Registrant had 22,727,167 shares of its $.0001 par value
Common Stock issued and outstanding with an aggregate market value of the common
stock held by non-affiliates of approximately $ 1,184,025. This calculation is
based upon the closing sales price of $0.17 per share on July 5, 2005.


<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

                                     (None)

Transitional Small Business Disclosure Format (Check one): Yes |_|; No |X|


                   TABLE OF CONTENTS AND CROSS REFERENCE SHEET

PART I

PAGE

Item 1       Description of Business                                          3
Item 2       Description of Property                                          9
Item 3       Legal Proceedings                                                9
Item 4       Submission of Matters to a Vote of Security Holders              9

PART II

Item 5       Market for Common Equity and Related Stockholder Matters         10
Item 6       Management's Discussion and Analysis and Plan of Operations      11
Item 7       Financial Statements                                             16
Item 8       Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure                              16
Item 8A      Controls and Procedures

PART III

Item 9       Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act                17
Item 10      Executive Compensation                                           19
Item 11      Security Ownership of Certain Beneficial Owners and
             Management                                                       21
Item 12      Certain Relationships and Related Transactions                   21

PART IV

Item 13      Exhibits and Reports on Form 8-K                                 22

Item 14  Principal Accountant Fees & Services                                 23


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                                     PART I

This Form 10-KSB contains forward looking statements relating to the development
of the Company's products and services and future operation results, including
statements regarding the Company that are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. The words "believe," "expect," "anticipate," "intend," variations of
such words, and similar expressions, identify forward looking statements, but
their absence does not mean that the statement is not forward looking. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict. Factors that
could affect the Company's actual results include the progress and costs of the
development of products and services and the timing of the market acceptance.

ITEM 1 - BUSINESS

GENERAL

The Company was incorporated as Sonic Media Corp. under the laws of the State of
Nevada on May 1, 2002. The Company changed its name from Sonic Media Corp. to
Larrea Biosciences Corporation ("Larrea") on June 1, 2004, at which time it
entered into an agreement to purchase all of the issued and outstanding capital
stock of Global Botanics, Inc. ("GBI"), a Nuie corporation that owns the four
patents underlying the Company's products. Pursuant to the terms of the initial
stock purchase agreement dated March 24, 2004 between GBI, Larrea and the
shareholders of GBI, the shareholders of GBI agreed to exchange all of their
shares of GBI for shares of the Company. On closing of the stock purchase
agreement on August 31, 2004, Larrea acquired all of the issued and outstanding
shares of GBI by issuing 3,500,000 restricted common shares of the Company to
the shareholders of GBI. Due to common shareholders and directors, this
transaction was considered to be a capital transaction in substance rather than
a business combination and for accounting and financial reporting purposes is
equivalent to a reverse take-over by GBI.

The closing of the GBI transaction put the Company, through GBI, in the business
of harvesting, producing and licensing Virastatin(TM), a multifunctional
ingredient produced according to patented extraction and purification
technologies from the Larrea tridentate plant. (Virastatin(TM) has since been
renamed to Larreastatin(TM).) Because Larreastatin(TM) has proven antiviral,
anti-inflammatory, antimicrobial and antioxidant properties, the ingredient is
beneficial in a wide variety of health and consumer products.

It is the Company's intent to expand its business of creating, developing and
distributing proprietary formulations of natural products, the first of which
are its current products derived from the Larrea tridentata plant based on
patents acquired through the purchase of GBI.

Prior to the acquisition of GBI by the Company, the products derived from the
utilization of GBI's patents were distributed in the United States and Canada by
a privately-held company called LarreaRx, Inc., a Wyoming corporation. LarreaRx
had been distributing the Larrea tridentata products under a nonexclusive
license agreement with GBI. During fiscal year 2005 the Company also acquired
100% of the business operations of LarreaRx, Inc. through an exchange of common
stock. By these acquisitions, the Company gained ownership of the patents
underlying the Company's products and the sales and distribution network for
those products.


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On September 21, 2004 shareholders holding a majority interest in the Company
entered into an agreement with A&S Holdings Management, Ltd. (A&S) whereby A&S
would acquire fifty-one percent of the outstanding shares of Larrea Biosciences
Corporation in exchange for A&S extending the Company a one million dollar line
of credit and providing public relations and investor relations services. This
transaction resulted in a change in control of the Company.

In anticipation of completing the September 21, 2004 transaction and effective
September 27, 2004, David Kalenuik resigned as an officer and director of the
Company. There was no disagreement between Mr. Kalenuik and the Company relating
to Larrea's operations, policies or practices. Mr. Peter P. Smetek, Jr. was
appointed chief executive officer and a director and Mr. Robert Alexander was
appointed to the Board of Directors. Mr. Rob Sinnott resigned as Chief Financial
Officer, and effective November 1, 2004 Mr. Richard Behlmann was appointed to
the position of Chief Financial Officer and Secretary of the Company. Mr.
Smetek, Mr. Alexander and Mr. Behlmann do not have employment agreements with
Larrea, and there were no relationships between Mr. Smetek, Mr. Alexander and
Mr. Behlmann during the preceding two years.

The Company intends to concentrate on expanding the marketing and sales of its
existing patented products and does not anticipate any significant product
research and development expenditures within the next twelve months.

Company management has been actively integrating and consolidating the
operations of the Company's newly acquired subsidiaries. As of April 30, 2005,
the Company had two full-time and one part-time employee operating in its
Richmond, British Columbia offices. These three employees are primarily focused
on sustaining the activities and operations originally established by LarreaRx.
These employees are supported by part-time contractors who provide assistance in
such areas as accounting, computer services, marketing, product logistics and
web development. Some of the contractors are focused on supporting the company's
day-to-day operations and some are engaged in the integration and consolidation
activities. With integration activities substantially completed and as sales
grow, the Company intends to reduce its use of contractors and hire additional
employees as needed to support the Company's planned business activities.

The Company believes that current cash flow and its line of credit may be
insufficient to sustain it at its current level. The development of new markets
and additional personnel will further require the Company to raise new funds
either through new equity, expanding its line of credit or obtaining a new debt
facility.

THE PRODUCTS

The Company's current products are derived from the desert shrub Larrea
tridentata. The proprietary extract from this plant, Larreastatin(TM), is the
key ingredient in all of the Company's products, which are sold under the
tradenames LarreaRx(TM) and Shegoi(TM). Virox(TM), a name formerly used, has
been discontinued because of its similarity to VIOXX(R). The extract and
products based on the extract are protected by four US patents: #6,039,955;
#6,004,559; #5,945,106; #5,837,252. The patented extract is believed to be an
effective natural treatment for herpes-related disorders and inflammatory
conditions.

Larrea plans to penetrate the global market either by expanding its direct
marketing and retail sales channels or through licensing arrangements with
multiple marketing partners who specialize in marketing into selected countries
via such specific channels.


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A March 2003 Reuters report states that, "The global antivirals market is
forecast to grow from $8.7 billion in 2001 to $14 billion in 2007, largely due
to the high incidence of viral infections and the inadequate efficacy of the
drugs currently available". The family of human herpes viruses, currently with
nine members, presents a good example of the extremely large potential
marketplace for antiviral products. This family of contagious viruses infects
almost everyone on the planet regardless of their geographic location. The best
available data suggests that herpes simplex-1 (the cold sore virus) infects
around 60% of the population; herpes simplex-2 (the genital herpes virus)
infects around 26% of the population; varicella (the chicken pox and shingles
virus) infects around 90% of the population; Epstein-Barr virus (the
mononucleosis virus) infects around 60% of the population; cyomegalovirus
infects around 95% of the population; and human herpes viruses 6 and 7 infect
between 75 and 98% of the population. These viruses, in addition to causing
classical herpes virus diseases, are now being linked as a contributing factor
in the development of at least three diseases which are the leading causes of
death in developed nations: heart disease, cancer and Alzheimer's disease.

Herpes virus infections have also been linked with development of other serious
conditions such as, hypertension, atherosclerosis, multiple sclerosis, Bell's
palsy, trigeminal neuralgia, Hodgkin's disease, lymphoma and leukemia. Many
medical professionals have suggested exploring the expanded use of antiviral
agents as a treatment for many of these diseases.

To produce Larreastatin(TM), Larrea plant material is harvested from native
stands of the plant growing in the Sonora Desert. The environmentally sensitive
harvesting methods do not kill or permanently damage the Larrea plants, thereby
providing a sustainable natural resource. To minimize capital investment, the
Company currently outsources the manufacturing of Larreastatin(TM) resin to
Pioneer Laboratories (Tonopah, AZ), which extracts and processes the plant
material using the Company's proprietary methods. Pioneer has current resin
production capacity to satisfy the needs of approximately 666,000 finished
dietary supplement bottles per month (60 capsules/bottle). The Company feels its
current suppliers and contractors can supply sufficient product and handle the
volumes necessary to meet the Company's expectations over the next 24 months.

This resin is then processed into capsules, spray or lotion and packaged using
selected contract manufacturers. These finished products are then handled by a
contract warehousing/order fulfillment house which handles the orders from the
Company and delivery to the customers. This structure reduces the need to invest
in plant and equipment. The Company does not currently have a significant
investment in plant and equipment and does not anticipate changing this policy
for the future.

The Company's capsules, lotion and topical spray are sold by the Company through
retail channels and direct marketing programs under the names of Shegoi and
LarreaRx. These products are marketed as dietary supplements and are not FDA
approved in the United States or approved by an equivalent to the FDA in any
foreign jurisdiction. LarreaRx products are marketed through retail channels and
are available throughout Canada and the US in numerous pharmacies and health
food retail outlets. The same product line is also marketed under the brand name
and label Shegoi and is sold through direct marketing channels.


                                      -5-
<PAGE>

Larrea BioSciences Corporation maintains a website at www.labsci.com. LarreaRx,
Inc. maintains websites at www.shegoi.com and www.larrearx.com.

STRATEGIC ALLIANCES

Larrea Biosciences will provide opportunities for additional licensing
relationships with other companies in the nutriceutical, cosmeceutical,
pharmaceutical and network marketing industries. The proprietary extract will
continue to be manufactured and produced under the control of the Company.

Larrea Biosciences' strategic sub-licensing agreements will accelerate
distribution and could result in immediate revenue from licensing fees, and
ongoing revenues from product sales, royalty or resin purchases. Sub-licensees
will cultivate and develop network marketing, direct sales endeavors and retail
marketing in those countries with proven industry track records.

MARKETING AND SELLING

The Marketing Program

Marketing and selling remain essential to building Company revenue, while
affiliation and partnering further expand the potential for new growth. The
objective of the Company's marketing program is to create and sustain preference
and loyalty for the Company as the leading provider of proprietary
Larreastatin(TM) resin extract.

The major marketing functions for the retail sector are performed by the
Company. The Company has the overall responsibility for communications,
advertising, public relations and the establishment of the retail and product
information websites. LarreaRx products are distributed in the United States
through Select Nutrition and selected Whole Food outlets. Consumers can purchase
LarreaRx through Whole Foods, Vitamin Cottage, selected Vitamin Worlds and other
health food retailers in the Unite States. Puresource Inc. and Asenda
Pharmaceuticals represent the products in Canada, which are distributed to
various vendors such as Safeway, London Drugs, Save-On-Foods, Whole Foods,
Capers, Overwaitea, Thrifty Foods and other health food stores for the retail
market.

Shegoi products are available through a network distribution channel, which
currently consists of nearly 5000 distributors. The initial launch of the Shegoi
products occurred in October, 2003. Additional network and direct marketing
outlets will be secured this year in order to increase the powerful reach this
type of marketing campaign can deliver.

The Markets

Larrea Biosciences is targeting the global antiviral and dermatology markets
with its Larreastatin(TM) based products. The global antiviral market is
forecasted to grow to $14 billion by 2007, while the dermatology market is
valued at $15 billion. With a major focus on herpes treatments, a market valued
at approximately $1.8 billion over the next four years. There are over 100
million herpes virus suffers in North America alone.

Larreastatin(TM)-based products have demonstrated excellent results in treating
conditions caused by the herpes class of viruses including cold sores, genital
herpes and shingles; inflammatory conditions, including joint disorders,


                                      -6-
<PAGE>

sinusitis, gastrointestinal disorders, psoriasis; and various microbial and
fungal conditions. The Company incorporates its proprietary ingredient,
Larreastatin(TM), into a line of nutraceutical and cosmeceutical products for
the sale and distribution through retail and direct marketing channels. The
Company provides its products primarily to customers for personal use and to
healthcare practitioners.

CURRENT MARKET OPPORTUNITIES INCLUDE:

      o     Healthy individuals
                  General health and antioxidant activity.
      o     Aging Individuals
                  Anti-aging, health a beauty needs.
      o     Elderly Individuals
                  Shingles, Post-herpetic Neuralgia and other age-related
                  conditions.
      o     Female Individuals
                  Cosmetics, health and beauty needs.
      o     Sexually Active Individuals
                  Supports and promotes health benefits from the impact of the
                  Herpes and Papilloma viruses.

      o     Immune Compromised individuals (suffering from opportunistic
            infections)
                  AID's infected individuals with Kaposi's sarcoma, Genital
                  herpes, Cytomegalovirus, transplant patients, etc.

MARKET EXPANSIONOPPORTUNITIES INCLUDE:
      o     Aged Related Diseases
                  Cancer, Heart Disease, Liver Disease, Arthritis, etc.
      o     Neurodegenerative Diseases
                  Multiple Sclerosis, Alzheimer's, etc.
      o     Infections
                  Viral Infections, Bacterial Infections, Fungal Infections,
                  etc.
      o     Dental Applications
                  Canker Sores, Gingivitis, etc.
      o     Sports Injury Applications
                  Joint Pain and Inflammation
      o     Cosmetics and Cosmetic Surgery Applications
                  Scar Reduction, Anti-Wrinkle, etc.
      o     Skin Applications
                  Eczema, Psoriases, Cold Sores, Viral Warts, Shingles
      o     Veterinary Applications.

FISCAL YEAR 2005 PERFORMANCE OVERVIEW

The Company increased revenue in the year ended April 30, 2005, to $545,796 from
the year earlier level of $152,000.

The Company incurred a net loss of $249,225 as compared to $4,570 for the year
ended April 30, 2004, an increase of $244,655. The increased loss was
substantially attributable to an increase in management and consulting fees and
to professional fees.

Management and consulting fees increased by $108,815 for the year ended April
30, 2005. The increase was due to an increase in the number of outside
consultants utilized during the year.


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<PAGE>

Professional fees, which include legal and audit fees, increased by $88,797 for
the year ended April 30, 2005. Legal and accounting expenses relate to financial
and regulatory requirements.

Loss per share was $.01 in 2005 compared to $.00 in 2004. The increasing loss
per share was due to the increase in the loss during the 2005 fiscal year. The
weighted average number of shares outstanding for the years ending April 30,
2005 and 2004 was 19,483,415 and 16,230,760, respectively.

Stockholder deficiency at April 30, 2005 was $297,250 compared to stockholder
equity of $14,850 at April 30, 2004.

EMPLOYEES

As of April 30, 2005, Larrea Biosciences had two full-time and one part-time
employee.

COMPETITION

There are other Larrea-based products on the market; however, these products do
not produce the same therapeutic results as Larreastatin(TM). Also, their
effectiveness is limited because the products generally are not readily absorbed
into the digestive tract. More important is the fact that toxins capable of
inducing liver damage have been associated with other Larrea-based products. The
proprietary processing methods of Larreastatin(TM) provide the non-toxic quality
to the Company's extract and products. Thus, key is the fact that each of the
Larreastatin(TM)-based products are formulated to achieve the highest degree of
potency without the toxicity risks found in other Larrea-based products.

No toxicity has been recognized from any Company sponsored in vitro and in vivo
animal studies, independent in vitro and in vivo animal studies,
Company-sponsored non-controlled human clinical studies or in non-controlled
human clinical studies conducted by independent researchers utilizing
Larreastatin(TM). Likewise, no consumer use reports have indicated toxicity or
adverse effects from the use of or Larreastatin(TM) in topical or oral form.

Additionally, no other patents cover the right to use the current proprietary
extract or any other extract of larrea for the purpose of treating herpes and
inflammatory conditions. The Company is in the process of expanding its current
patent and product portfolio to encompass greater utility of the plant.

OPERATIONS

The Company's headquarters are in Richmond, British Columbia. One hundred
percent of the proprietary resin is produced from plants harvested in Arizona.
Nearly 80% of LarreaRx's production of final product occurs in Canada and 20% of
the final product are manufactured in the United States.

INTELLECTUAL PROPERTY

The Company, through GBI, owns U.S. Patents 5,837,252; 5,945,106; 6,004,559 and
6,039,955. These patents relate to the production and use of proprietary
extracts from the North American plant species, Larrea tridentata. The current
patented technology broadly covers extraction and purification technologies as
well as utility of extracts as antiviral, anti-inflammatory, antimicrobial and
antioxidant agents. Specific claims allowed in the issued patents include: a
method of treating herpes lesions and herpes viruses in humans using an


                                      -8-
<PAGE>

effective amount of an extract of Larrea tridentata; a method of treating herpes
viruses and symptomatic herpes virus lesions of the group: herpes simplex 1
(cold sores), herpes simplex 2 (genital herpes), varicella-zoster virus
(chickenpox and shingles), human herpes virus 4 (Epstein-Barr virus,
mononucleosis), human herpes virus 5 (cytomegalovirus), human herpes viruses 6
and 7 (roseoloviruses), and herpes virus 8 (Kaposi's sarcoma); stimulation of
human immune system function; a herpes treatment agent comprising a formulation
of Larrea tridentata; and an agent for treatment of inflammation and
inflammatory disease comprising a formulation of Larrea tridentata. These
patents, which issued between 1998 and 2000, remain as an important barrier to
competition. In addition to the existing patents, Larrea will aggressively
prosecute pending patent applications to secure final issuance of multiple U.S.
and international patents, which expand on the already patented technologies.
Larrea will actively pursue new licensees for its patented technologies both
domestically and overseas.

The Company relies upon a combination of nondisclosure and other contractual
arrangements, as well as common law trade secret, copyright and trademark laws
to further protect its proprietary rights. The Company enters into
confidentiality agreements with its consultants and clients and limits access to
and distribution of its proprietary information. The product names Larreastatin
and Shegoi are trademarked in the U.S.

GOVERNMENTAL APPROVAL AND REGULATION

Like all companies, including those with multinational operations, we are
subject to the laws of the countries in which the Company maintains subsidiaries
and conducts operations. Additionally, there are regulatory guidelines that are
to be followed when selling natural plant extracts, dietary supplement and
cosmetic products. The specific regulations and extent of the regulations vary
from country to country. Larrea Biosciences relies on the advice of regulatory
affairs consultants and legal council to stay within any guidelines and
regulations imposed by each government on our industry.

ITEM 2 - PROPERTIES

The Company headquarters and office facilities were recently moved from 400-55
Water Street, Vancouver, British Columbia to 2205-13700 Mayfield Place,
Richmond, British Columbia V2V 2E4. The Company operates its administrative
offices in approximately 1,850 square feet of leased space under a three-year
lease, which expires in 2008. Minimum lease payments under this operating lease
are approximately $8,100 in fiscal year 2005, $12,774 in 2006, $16,064 in 2007,
$16,683 in 2008, and $1,394 in 2009. The Richmond office houses its executive
and administrative offices and provides sufficient space for a product
demonstration area. The Company's office space is sufficient for current needs.
Additional lease space is available at reasonable rates in the area if the
Company requires additional space.

ITEM 3 - LEGAL PROCEEDINGS

Prior to the change in control in September 2004, the Company's main operating
subsidiary, LarreaRx, Inc., was threatened by a number of former vendors and
suppliers with lawsuits seeking recovery of unpaid charges and invoices. After
the change in control, the Company made a formal settlement offer to clear up
outstanding claims and successfully resolved the majority of claims.


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The remaining unresolved claims include one small claims court lawsuit, filed in
Toronto against a director Robert Alexander and the Company as "Virox." This
claim is considered routine and incidental to the operation of the business and
not material.

No lawsuits are currently threatened or filed against or by Larrea Biosciences
Corporation.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The election of directors will be submitted to the shareholders.

                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS;
RECENT SALES OF UNREGISTERED SECURITIES

(a) MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION - Common stock of Larrea BioSciences Corporation is traded on
the NASD's Over the Counter Bulletin Board under the symbol "LRRA."

The table shows the high and low bid and ask of the Company's common stock as
reported for each quarter during the last two fiscal years:


                                            2004-2005            2003-2004
    Fiscal
    Quarter                             High       Low        High       Low
------------------                      ----       ---        -----      ---
1st (ended July 31)                     1.15       0.95       0.10       0.10
2nd (ended October 31)                  0.48       0.48       0.25       0.20
3rd (ended January 31)                  0.25       0.23       1.66       0.25
4th (ended April 30)                    0.54       0.32       1.42       1.02

The quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.

RECORD HOLDERS - As of July 5, 2005, the number of holders of record of the
Company's common stock was sixty-nine (69), and there were 22,727,167 shares of
common stock issued and outstanding.

DIVIDENDS - The Company has not paid dividends on its Common Stock in the past
and does not anticipate doing so in the foreseeable future. The Company
currently intends to retain future earnings, if any, to fund the development and
growth of its business.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

As of April 30, 2005, the Company had no equity compensation plans in place.

(b) RECENT SALES OF UNREGISTERED SECURITIES

On March 24, 2004, the Company entered into an agreement with the shareholders
of GBI whereby the Company acquired all of the issued and outstanding shares of
GBI in exchange for 3,500,000 shares of restricted common stock of the Company.
As all the shareholders of GBI were non-U.S. residents, the shares were issued


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in reliance on an exemption from registration available under Regulation S of
the Securities Act of 1933. The shares, due to the shareholders of GBI from the
Company, were not issued until August 2004.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

Prior to April 30, 2004, the Company did not have any business operations. With
the acquisition of Global Botanics, Inc. and LarreaRx, Inc. the Company began
developing, marketing and selling products derived from the patents covering the
extraction of Larreastatin(TM), the active ingredient used in the company's
products, and using the marketing and distribution operations established by
LarreaRx, Inc. Management intends to expand distribution and marketing of
products using the Larreastatin(TM) resin.

The Company's business plan for the next twelve months is focused on four main
areas.

      1.    Integrating and consolidating the operational activities of the new
acquisitions. This includes defining appropriate sales channels and eliminating
duplicative activities and vendors.

      2.    Expanding its market presence in the United States and Canada and
expanding the distribution of Virastatin-based products directly or under
license to new and existing markets in the United States and internationally.
This includes seeking strategic relationships with international vendors with
established markets and distribution channels in selected countries.

      3.    Improving the efficiency of the day to day operations and selecting
the appropriate vendors to position the company to manage rapid growth. This
includes expanding the on-line or internet sales capabilities and negotiating
better pricing on services in exchange for increased volume and potentially
exclusive contracts.

      4.    Broadening of Intellectual property portfolio for increased security
and protection of claims, utility and processing methods both domestically and
internationally.

The Company will be completing several consolidation initiatives within its
business operations designed to lower its cost by improving its vendor pricing
and simplifying its outsourcing operations.

Going forward, management has set the following long-term goals to achieve over
the next twelve months:

      o     Expanded distribution of Larreastatin-based products for license to
nutriceutical, cosmeceutical, pharmaceutical and veterinary markets

      o     Increase the Companies portfolio of products and broaden the
intellectual property portfolio for increased security and protection of claims,
utility and processing methods

The Company believes current cash flow and its existing line of credit may not
be sufficient to sustain it at its current level of operations for the next
twelve months. Moreover, the development and implementation of new marketing
plans and additional personnel will require the Company to raise new capital
either through the issuance of new equity, expanding its line of credit or
obtaining a new debt facility.


                                      -11-
<PAGE>

The Company will continue to contract out the manufacturing and development of
its products. The Company does not employ a research staff and no specific
research projects are currently underway or scheduled for the next twelve
months. However, the Company does intend to explore the potential for clinical
studies to support its existing products. It will also review the opportunity to
develop new products using its existing patents.

The Company contracts out its supply chain activities. It intends to continue
using outsourced providers and does not plan to construct or lease any
significant facilities or equipment to maintain its business operations over the
next twelve months.

During the coming year the focus of the Company and its management will be on
increasing revenue from the retail distribution of its products and improving
the size of its direct marketing distributor network. Although the Company does
not have any definitive plans to significantly increase its employee base, it
does intend to add new employees or contractors to increase the effectiveness of
its marketing and administrative functions.

MATERIAL TRENDS AFFECTING THE COMPANY

Larrea BioSciences Corporation has identified the following material trends
affecting the Company

Positive trends:

Increased Awareness of Green Pharmaceuticals:

Due to the recent high profile recall for certain prescription pharmaceuticals
there is an increasing awareness in the general public regarding the use of
natural products as an alternative therapy. The Company may benefit from this
increasing recognition as the general public begins seeking natural products to
replace their existing drugs.

Broadening Delivery Options:

The market is seeking new and different ways of getting their daily dosage of
natural products other than just capsules. Customers are seeking formulas that
include receiving the product in the form of a liquid or drinkable herbal tea,
as well as the more topical applications such as sprays and lotions. This desire
for different delivery methods will allow the Company to increase it product
portfolio using its existing Larrea Tridentata foundation.

Quality & Manufacturing Improvements:

An increase in the regulation of green pharmaceuticals has required
manufacturers to improve their processes. The result of these improvements is an
increase n the number of quality manufacturers available which is projected to
create more effective competition allowing the Company to sustain its quality at
lower manufacturing costs.

Negative trends:

Competition: There are an increasing number of green pharmaceuticals entering
the market many of which purport to help the same conditions as the Company's
products.


                                      -12-
<PAGE>

Differentiation: Due to the constant flow of new product and formulations of
green pharmaceuticals into the market the Company must be able to differentiate
its product to the market.

Regulation: There are pressures within the Food and Drug Administration ("FDA")
to increase the regulation and standards of review for natural products and
their formulations. Requiring clinical studies or double blind testing could
force the Company incur significant costs to make its products available to the
market. Maintaining the same or similar standards as pharmaceuticals would
require price increases and impact the distribution of the Company's products.

CRITICAL ACCOUNTING POLICIES

Our financial statements and related public financial information are based on
the application of accounting principles generally accepted in the United States
("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, and expense amounts reported. These estimates can also
affect supplemental information contained in the external disclosures of the
Company including information regarding contingencies, risk and financial
condition.

Management believes our use of estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. Valuations based
on estimates are reviewed for reasonableness and conservatism on a consistent
basis throughout the Company. Primary areas where our financial information is
subject to the use of estimates, assumptions and the application of judgment
include our evaluation of impairments of intangible assets, and the
recoverability of deferred tax assets, which must be assessed as to whether
these assets are likely to be recovered by us through future operations. We base
our estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances.

Actual results may differ materially from these estimates under different
assumptions or conditions. We continue to monitor significant estimates made
during the preparation of our financial statements.

REVENUE RECOGNITION

Larrea sells its dietary supplement products through two different sales
channels. It sells its Shegoi brand line of products through a direct marketing
organization which distributes the products through individual distributors.
Larrea sells it LarreaRx brand products through wholesale distributors where it
delivers product in quantity at wholesale prices to brokers and other commercial
distributors which distribute and sell the product to retailers.

1.    Larrea recognizes revenues from sales through its direct marketing
organization on the shipment of the product. Sales are initiated by the customer
either through accessing an on-line E-commerce site or by contacting the Company
on a toll-free number. The E-commerce site or the representative handling the
telephone inquiry will provide the customer with product information, pricing,
including shipping and the terms of the sale. Prior to shipping all orders are
prepaid either by check, money order or credit card. The customer can return the
product unopened, if its condition is not satisfactory or they change their mind
after placing the order and a reasonable provision has been made for returns and
allowances.


                                      -13-
<PAGE>

2.    Larrea recognizes revenue from sales to its wholesale distributors on
shipment of the product. Prior to a shipment the customer will either pre-pay
for the order or will have established pricing and credit terms from the
Company. Sales through its wholesale distributors are subject to minimum
quantities, volume based discounts and other resale restrictions. There is a
provision for a reasonable allowance due to breakage, returns and damage in
shipment.

Although Larrea has no immediate plans to alter its sales channels or
significantly change the contents of its packs, products or its shipping
methods, any such changes in the future could result in revenue deferrals or
could cause Larrea to recognize any deferred revenue over a longer period of
time.

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS

When the Company acquires technology, the rights to manufacture and sell a
product, it records the purchase price less the value of related liabilities
assumed as intangible assets. The Company uses the assistance of experts to help
allocate the purchase price to the fair value of the various intangible assets
acquired. The Company then estimates the economic useful life of each of these
intangible assets in order to amortize their cost as an expense in the statement
of operations over the estimated economic useful life of the related asset. The
factors that drive the actual economic useful life of a pharmaceutical product
are inherently uncertain, and include patent protection, competition by similar
products, future introductions of competing products, the impact of promotional
efforts and many other issues. The Company uses all of these factors in
initially estimating the economic useful lives of its products, and also
continuously monitors these factors to assess if changes in estimates are
required.

The Company evaluates the recoverability of property and equipment and patents
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. The Company recognizes an impairment loss related to
property and equipment and patents if the projected undiscounted future cash
flows are less than the carrying amounts. The amount of the impairment charge,
if any, is measured equal to the excess of the carrying value over the asset's
fair value, generally determined using the future operating cash flows
discounted at the Company's average rate of cost of funds. The assessment of the
recoverability of property and equipment and patents will be impacted if
estimated future cash flows differ from those estimates.

The Company records raw material inventory at cost when it orders resin from its
contract manufacturer. Finished product is recorded at the total cost of
producing the product, the aggregate charges for contract manufacturing as well
as any storage charges or shipping required in producing the resin and packaging
the final product.

Once produced and labeled the products are transferred from the contract
manufacturers to a fulfillment warehouse operated by third parties and then
distributed as sales occur.

The Company does not provide a reserve for obsolescence because they are able to
order the resin in limited quantities and create the other products from the
resin quickly as needed. The useable life of the resin is ten years or more and
the product is held in resin form until such time as it is produced into


                                      -14-
<PAGE>

capsules, lotions or spray. Based on marketing projections, the amount of
finished product available is managed tightly to optimize finished product
inventory and prevent obsolescence.

Committees

The Company intends to form Audit, Compensation and Nominating and Corporate
Governance Committees when circumstances justify increasing the size of the
Board. Currently Mr. Smetek and Mr. Johnson are fulfilling the functions of
these committees.

RESULTS OF OPERATIONS

THE YEAR ENDED APRIL 30, 2005 COMPARED TO THE YEAR ENDED APRIL 30, 2004

The Company incurred a net loss of $249,225 as compared to $4,570 for the year
ended April 30, 2004 an increase of $244,655. The increased loss is directly
attributable to an increase in management and consulting fees and professional
fees.

Management and consulting fees increased by $108,815 for the year ended April
30, 2005. The increase is due to an increase in the number of outside
consultants utilized during the year.

Professional fees, which include legal and audit fees, increased by $88,797 for
the year ended April 30, 2005. Legal and accounting expenses relate to financial
and regulatory requirements.

Loss per share was $.01 in 2005 compared to $.00 in 2004. The increasing loss
per share is due to the increase in the loss during the 2005 fiscal year. The
weighted average number of shares outstanding for the years ending April 30,
2005 and 2004 was 19,483,415 and 16,230,760, respectively.

Stockholder deficiency at April 30, 2005 was $297,250 compared to stockholder
equity of $14,850 at April 30, 2004.

Going Concern Qualification

The Company's independent auditors have included an explanatory paragraph in
their report on the April 30, 2005 consolidated financial statements discussing
issues which raise substantial doubt about the Company's ability to continue as
a "going concern." The going concern qualification is attributable to recurring
losses. For the year ended April 30, 2005, the Company continued to experience a
negative cash flow from operations, and projects that it will need additional
capital to achieve its business plan. The Company believes it can raise
additional funds though equity or debt financing.

Liquidity and Capital Resources

As of April 30, 2005 the Company's working capital deficiency (current assets
less current liabilities) totaled $424,538 compared to a working capital
deficiency of $4,300 as of April 30, 2004. Cash flows used in operating
activities totaled $289,975 for the year ended April 30, 2005 compared to cash
provided by operations $4,500 for the year ended April 30, 2004. As of April 30,
2005, the Company had cash on hand of $31,654.


                                      -15-
<PAGE>

Dividends and Redemption

It has been the Company's policy to invest earnings in the growth of the Company
rather than distribute earnings as dividends. This policy, under which dividends
have not been paid since the Company's inception, is expected to continue, but
is subject to regular review by the Board of Directors.

Forward-Looking Statements

All statements contained in this annual report, or in any document filed by the
Company with the Securities and Exchange Commission, or in any press release or
other written or oral communication by or on behalf of the Company, that do not
directly and exclusively relate to historical facts constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements represent the Company's expectations and beliefs, and
no assurance can be given that the results described in such statements will be
achieved.

These statements are subject to risks, uncertainties and other factors, many of
which are outside of the Company's control that could cause actual results to
differ materially from the results described in such statements. These Factors
include, without limitation, the following: (i) competitive pressures; (ii) the
Company's ability to consummate strategic acquisitions and alliances; (iii) the
Company's ability to attract and retain key personnel; (iii) the Company's
ability to continue to develop and expand its product offerings to address
emerging business demands and technological trends; (iv) changes in the
financial condition of the Company's customers; (v) the future profitability of
the Company's customer contracts, and (vi) general economic conditions and
fluctuations in currency exchange rates in countries in which we do business.

ITEM 7 - FINANCIAL STATEMENTS

The Financial Statements that constitute Item 7 are included at the end of this
report on page F-1.


ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

In connection with the audit of the Company's financial statements for the
fiscal year ended April 30, 2005 there were no disagreements, disputes, or
differences of opinion with LDMB Advisors, Inc. (LDMB) on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures, which, if not resolved to the satisfaction of LDMB, would
have caused LDMB to make reference to the matter in its report.

ITEM 8a - CONTROLS AND PROCEDURES

Management's Report on Internal Control over Financial Reporting

Our internal control over financial reporting is a process that, under the
supervision of and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, was designed to provide
reasonable assurances regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the


                                      -16-
<PAGE>

maintenance of records that, in reasonable detail, accurately and fairly reflect
our transactions and dispositions of our assets; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and our trustees; and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could have a
material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that our controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

As management, it is our responsibility to establish and maintain adequate
internal control over financial reporting. As of April 30, 2005, under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we evaluated the effectiveness of
our internal control over financial reporting using criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"). Based on our evaluation, we
concluded that the Company maintained effective internal control over financial
reporting as of April 30, 2005, based on criteria established in the Internal
Control - Integrated Framework issued by the COSO.

Changes In Our Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that
have materially affected, or are reasonably likely to materially affect,
financial reporting.

Disclosure Controls and Procedures

As of April 30, 2005, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we evaluated the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Securities Exchange Act Rule 15d-15. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms.

PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Changes in Management and the Board of Directors

During the fiscal year ended April 30, 2005 Larrea underwent a change in control
which resulted in new officers and directors being appointed to replace those
officers and directors that resigned as a result of the transaction.


                                      -17-
<PAGE>

On September 21, 2004, shareholders of Larrea BioSciences Corporation ("Larrea")
entered into an agreement with A&S Holdings Management Ltd. ("A&S") whereby A&S
acquired 51% of the issued and outstanding shares of common stock of Larrea. A&S
acquired the shares in exchange for a one million dollar line of credit to
Larrea and providing public relations and investor relations services to Larrea.
As part of the agreement, Mr. David Kalenuik resigned as director, chairman and
chief executive officer and was replaced with Mr. Peter Smetek. Mr. Robert B.
Alexander was appointed a director of the Company and Robert A. Sinnott, PhD.
remained in his position of director and vice president.

Mr. Richard Behlmann was appointed on an interim basis as Chief Financial
Officer (CFO) and secretary and a director of the corporation while the Company
began a search for a permanent CFO.

On June 13, 2005 Mr. James A. Johnson was appointed Chief Financial Officer,
Secretary and a director of the corporation, as a result of this permanent
appointment Mr. Behlmann resigned from his interim position of CFO, Secretary
and director.

Mr. Robert Alexander resigned from the board of directors, May 11, 2005, and Mr.
Robert A. Sinnott resigned from the board May 15, 2005.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that
the Company's directors and executive officers and persons owning more than 10%
of the outstanding Common Stock, file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Executive
officers, directors and beneficial owners of more than 10% of the Company's
Common Stock are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.

Based solely on copies of such forms furnished as provided above, or written
representations that no Forms 5 were required, the Company believes that during
the fiscal year ended April 30, 2004, all Section 16(a) filing requirements
applicable to its executive officers, directors and beneficial owners of more
than 10% of its Common Stock were complied with, except as follows: Mr. Peter
Smetek, Jr. did not timely file a Form 5; however, the form 5 was filed on July
27, 2005.

DIRECTORS AND EXECUTIVE OFFICERS

The following table and bios set forth the names and ages of the current
directors and executive officers of the Company, the principal offices and
positions with the Company held by each person and the date such person became a
director or executive officer of the Company. The Board of Directors elects the
executive officers of the Company annually. Each year the stockholders elect the
Board of Directors. The executive officers serve terms of one year or until
their death, resignation or removal by the Board of Directors. The Company has
adopted a Business Code of Conduct for its Officers and key personnel, which is
attached hereto as exhibit 9.

In addition, there was no arrangement or understanding between any executive
officer and any other person pursuant to which any person was selected as an
executive officer.


                                      -18-
<PAGE>

The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
-------------------------- ------------------------- ------- -------------------------------- -----------------------
                           Year First Elected As             Position Held with the
Name                       an Officer Or Director    Age     Registrant                       Family Relationship
-------------------------- ------------------------- ------- -------------------------------- -----------------------
<S>                        <C>                       <C>     <C>                              <C>
Peter P. Smetek, Jr.       2004                      61      CEO, Director                    None
-------------------------- ------------------------- ------- -------------------------------- -----------------------
James A. Johnson           2005                      66      CFO, Secretary, Director         None
-------------------------- ------------------------- ------- -------------------------------- -----------------------
</TABLE>

Business Experience of Officers and Directors:

Mr. Peter Smetek, Jr., 62, has been a Director of the Company since 2004. Mr.
Smetek has 31 years experience in the securities and investment banking
industry. He is the President of Smetek & Associates, Inc., a Consulting and
Investment Banking Firm and is a former NASD broker dealer. He has line
operating experience as a former Vice Chairman of the Board and director of a
privately held pet food company, which grew from $12 million in sales to $240
million during his tenure, and was the Chairman and Chief Executive Officer of
an oil field service company that employed as many as 180 people. He has also
served on a number of boards of small start-up companies in the medical
technology field, and computer technology area, one of which was an ASE listed
company.

Mr. James A. Johnson, 66, was elected a Director of the Company effective June
1, 2005, at which time he was also appointed Chief Financial Officer and
Secretary of the Company. Mr. Johnson has had a long career in management
consulting and was a partner with Peat Marwick Mitchell & Co., the predecessor
firm to KPMG. Over the past 25 years he has held senior operating positions and
been a director of numerous startup and early stage companies. Most recently he
was CFO of a company that provides software and services to automate the
processes of large company boards of directors and facilitate compliance with
Sarbanes-Oxley. Mr. Johnson is a CPA and has an MBA from the University Of
Chicago Graduate School Of Business and an undergraduate degree from Stanford
University.

ITEM 10 - EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE AND OPTIONS

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities during each of the last three fiscal years
by the executive officers of the Company who received compensation of or in
excess of $100,000 during the fiscal year ended April 30, 2005. The following
information for the officers includes base salaries, bonus awards, the number of
stock options granted and certain other compensation, if any, whether paid or
deferred.

                           SUMMARY COMPENSATION TABLE
---------------------------------- --------------- -----------------------------
                                                     Annual Compensation (1) (2)
---------------------------------- --------------- -----------------------------
                                    Fiscal Year
Name and Principal Position            Ended         Salary          Bonus
---------------------------------- --------------- ------------ ----------------
Peter P. Smetek, Jr., CEO, Director     2005          $68,500        -0-
                                        2004            n/a          -0-
                                        2003            n/a          -0-
---------------------------------- --------------- ------------ ----------------


                                      -19-
<PAGE>

---------------------------------- --------------- ------------ ----------------
James A. Johnson,                       2005            n/a          -0-
CFO, Secretary and Director             2004            n/a          -0-
                                        2003            n/a          -0-
---------------------------------- --------------- ------------ ----------------

----------
(1)   No officers received or will receive any bonus or other annual
      compensation, nor any benefits other than those available to all other
      employees that are required to be disclosed.
(2)   No officers received or will receive any long-term incentive plan (LTIP)
      payouts or other payouts during fiscal 2005.
(3)   No officers received any options or other forms of compensation in the 3
      most recent fiscal years.


COMPENSATION OF DIRECTORS

Directors of the Company do not receive cash compensation for attendance at
board meetings but are entitled to reimbursement of their reasonable expenses
incurred in attending Directors Meetings.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock, its only class of outstanding voting
securities as of July 15, 2005, by (i) each person who is known to the Company
to own beneficially more than 5% of the outstanding Common Stock with the
address of each such person, (ii) each of the Company's present directors and
officers, and (iii) all officers and directors as a group:

<TABLE>
<CAPTION>
------------------------------------------------------ ---------------------- ------------ ------------------------
Names and Address(1)                                   Number of Shares (1)   Percentage   Beneficially Owned (2)
------------------------------------------------------ ---------------------- ------------ ------------------------
<S>                                                    <C>                    <C>          <C>
A&S Holdings Management Ltd.(3)(4)(6)                       11,679,737            (7)
------------------------------------------------------ ---------------------- ------------ ------------------------
Peter Smetek, Chairman, CEO(3)(7)(8)
                                                              500,000           27.89%     5,839,868
------------------------------------------------------ ---------------------- ------------ ------------------------
James Johnson, CFO, Secretary, Director                         -0-               0%
------------------------------------------------------ ---------------------- ------------ ------------------------
Robert Sinnott (4) Director, resigned 5-15-2005
3191 West Drake Dr.                                          3,585,574          15.78%
Chandler, AZ 85226
------------------------------------------------------ ---------------------- ------------ ------------------------
Robert B. Alexander (4) Director, resigned 5-11-2005.
                                                                -0-             25.69%     5,839,869
------------------------------------------------------ ---------------------- ------------ ------------------------
All officers & directors as a group                         15,765,311          69.37%
------------------------------------------------------ ---------------------- ------------ ------------------------
</TABLE>


----------
(1)   The number of shares reflects common stock ownership
(2)   Percentage Ownership is based on 22,727,167 shares issued and outstanding


                                      -20-
<PAGE>

----------
(3)   A&S Holdings Management, Ltd., One Bank Lane, c/o Ansbacher Bank, Nassau,
      Bahamas
(4)   c/o Larrea BioSciences Corporation , 2205-13700 Mayfield Place, Richmond,
      British Columbia
(5)   Peter P. Smetek, Jr. is managing director of A&S Holdings Management Ltd.
(6)   The shares held by A&S Management, Ltd. have been pledged as security for
      the one million dollar line of credit. As part of that agreement, A&S
      Management, Ltd has assigned its voting rights in the stock to the lender,
      SMI RE, Ltd. during the period the line of credit is outstanding.
(7)   Mr. Smetek & Mr. Alexander are the beneficial owners of A&S Holdings
      Management, Ltd.
(8)   Mr. Smetek is a principal shareholder and officer of SMI RE, Ltd.

(1) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed below, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities.

(2) Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. Shares of Common Stock relating to options currently exercisable or
exercisable within 60 days of July 15, 2005 are deemed outstanding for computing
the percentage of the person holding such securities but are not deemed
outstanding for computing the percentage of any other person. Except as
indicated by footnote, and subject to community property laws where applicable,
the persons named in the table above have sole voting and investment power with
respect to all shares shown as beneficially owned by them.

(3) Address c/o Peter P. Smetek, Jr. 2205-13700 Mayfield Place, Richmond,
British Columbia V2B 1A1, Canada.


ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In September of 2004 the Company entered into a line of credit agreement for up
to one Million ($1,000,000) dollars with SMI RE, Inc. a Nevis corporation
controlled by Peter P. Smetek, Jr., the Chief Executive Officer and a director
of the Company. This line of credit had an outstanding balance of $486,981 at
April 30, 2005.

The line of credit is interest only on the amounts as drawn down by the Company
at an interest rate of eight (8%) percent. The loan matures on December 31,
2005. As part of the terms and conditions of the note, it is secured by all of
the tangible and intangible assets of the Company.

During the fiscal year 2005, management and consulting fees totaling $100,544
were paid to officers and directors of the Company and/or companies controlled
by them.

The Company's management believes that the terms of these transactions are no
less favorable to the Company than would have been obtained from an unaffiliated
third party in similar transactions.


                                      -21-
<PAGE>

Future transactions with affiliates will be on terms no less favorable than
could be obtained from unaffiliated third parties, and will be approved by a
majority of the disinterested directors.


                                     PART IV

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      9     Business Code of Ethical Conduct
      21    A list of all subsidiaries of the Company *
      31.1  Section 302 Certification *
      31.2  Section 302 Certification *
      32.1  Section 906 Certification *
      32.2  Section 906 Certification *

----------
*     Filed herewith.

(b)   Reports on Form 8-K

      On September 21, 2004, the Company filed a current report announcing the
entry into a definitive amended agreement to acquire all of the shares of common
stock of Global Botanics, Inc. in exchange for 3,500,000 shares of common stock
of the Company. The amendment deleted the paragraphs related to the grant of an
option to purchase an additional 3,000,000 shares at an option price of $2.00
per share. The current report also announced the execution of an acquisition
agreement to acquire 100% of the stock of LarreaRx, Inc. at a share exchange
ratio of 5.5 to one, estimated to require the issuance of 3,100,000 shares.

      On November 4, 2004 the Company filed a current report on form 8-K
announcing the change of control based on a transfer of existing issued shares
between shareholders of the registrant. The new shareholders obtained 51%
interest in the outstanding shares of the Company in exchange for a one million
dollar line of credit and certain investment relations and management services.

      On December 17, 2004 the Company filed an amended current report on form
8-K/A correcting an error in the number of shares covered by the November 4,
2004 change in control announcement. The new shareholders obtained 51% interest
in the outstanding shares of the Company in exchange for a one million dollar
line of credit and certain investment relations and management services.

      On March 28, 2005 the Company filed an amended current report on form
8-K/A announcing the change in Company auditors effective June 21, 2004 from
Madsen & Associates, Inc. to LDMB Advisors, Inc. The previous auditors resigned
not due to any disputes or a dismissal effective June 21, 2004. Further, there
was no disagreement with the Company's previous auditors.

      On March 29, 2005 the Company filed an amended current report on form 8-K
correcting certain errors reported in the Company's 8-K previously filed on
April 9, 2004 announcing the acquisition of GBI Botanics, Inc. in a share
exchange transaction.

      On June 13, 2005 the Company filed a current report on form 8-K announcing
the appointment of James A. Johnson as its new CFO, Secretary and director and
the resignation of Richard A. Behlmann as CFO, Secretary and a member of the
board of directors.


                                      -22-
<PAGE>

ITEM 14 - PRINCIPAL ACOUNTING FEES AND SERVICES

Fees Paid to Our Independent Registered Public Accounting Firm

For the years ended April 30, 2005 and 2004, the following fees were billed to
Larrea by its independent registered public accounting firm, LDMB Advisors, Inc.
for the fiscal year ended April 30, as follows:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------- ----------------- --------------------
Type of Service                                                                   2005               2004
--------------------------------------------------------------------------- ----------------- --------------------
<S>                                                                         <C>               <C>
Audit Fees, including its audit of Larrea's consolidated financial              $38,398             $12,840
statements and its annual report on Form 10-KSB, review of its quarterly
financial statements and quarterly reports filed on Form 10-QSB, and
international statutory audits.
--------------------------------------------------------------------------- ----------------- --------------------
Audit-Related Fees, including professional services rendered in                    0                   0
connection with Sarbanes-Oxley 404 readiness assistance.
--------------------------------------------------------------------------- ----------------- --------------------
Tax Fees, including fees for tax services, tax advice, transfer pricing,           0                   0
state, and international tax consultation.
--------------------------------------------------------------------------- ----------------- --------------------
All Other Fees, related to all other services including expatriation               0                   0
issues, and miscellaneous consulting and advisory services.
--------------------------------------------------------------------------- ----------------- --------------------
Total Fees (1)                                                                  $38,398             $12,840
--------------------------------------------------------------------------- ----------------- --------------------
</TABLE>

----------
(1)   The increase in 2005 fees was primarily related to services in connection
      with the acquisitions, increased level of business operations and
      compliance with the Sarbanes-Oxley Act of 2002.

The Company was advised by LDMB Advisors, Inc. that neither the firm, nor any
member of its firm, have any direct or indirect financial interest in any
capacity in Larrea. The members of the Company's Board of Directors believe that
the payment of all fees set forth above does not prohibit LDMB Advisors, Inc.
from maintaining its independence.


                                      -23-
<PAGE>

                                   SIGNATURES


In accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                   LARREA BIOSCIENCES COPORATION


Date: July 28, 2005                                BY: /S/ PETER P. SMETEK, JR.
                                                     ---------------------------
                                                     Peter P. Smetek, Jr.  CEO

Date: July 28, 2005                                BY: /S/ JAMES A. JOHNSON
                                                     ---------------------------
                                                     James A. Johnson, CFO


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.


Date: July 28, 2005                                BY: /S/ PETER P. SMETEK, JR.
                                                     ---------------------------
                                                     Peter P. Smetek, Jr.,
                                                     CEO,Director


Date: July 28, 2005                                BY: /S/ JAMES A. JOHNSON
                                                     ---------------------------
                                                     James A. Johnson, CFO,
                                                     Director


                                      -24-
<PAGE>

                         LARREA BIOSCIENCES CORPORATION
                        CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2005


<PAGE>

LARREA BIOSCIENCES CORPORATION

CONTENTS

APRIL 30, 2005

                                                                         PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                  F-1



FINANCIAL STATEMENTS
     Consolidated Balance Sheets                                         F-2
     Consolidated Statements of Operations                               F-3
     Consolidated Statements of Stockholders' Equity                     F-4
     Consolidated Statements of Cash Flows                               F-5
     Notes to the Consolidated Financial Statements                   F-6 - F-14


<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders of:
Larrea Biosciences Corporation

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Larrea
Biosciences  Corporation  as  at  April  30,  2005  and  2004  and  the  related
consolidated  statements of operations,  stockholders' equity and cash flows for
the two years then ended.  These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

Except as  discussed  in the  following  paragraph,  we  conducted  our audit in
accordance  with  Standards of the Public  Company  Accounting  Oversight  Board
(United  States).  Those standards  require that we plan and perform an audit to
obtain  reasonable  assurance  whether  the  financial  statements  are  free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

We did  not  observe  the  taking  of  physical  inventories  of  the  Company's
subsidiaries  as of September 24, 2004,  the date of  acquisition,  because that
date was prior to our appointment as auditors for the subsidiary companies,  and
we were unable to satisfy ourselves regarding  inventory  quantities by means of
other auditing procedures.  Since inventory amounts at September 24, 2004, enter
into the  determination  of  results of  operations  and cash flows for the year
ended April 30, 2005, we were unable to determine whether adjustments to cost of
sales, net loss for the year,  opening deficit and cash provided from operations
might be necessary.

In our opinion,  except for the effect of  adjustments,  if any,  which we might
have  determined to be necessary had we been able to examine  opening  inventory
quantities,  as described in the preceding  paragraph,  the financial statements
present fairly, in all material respects,  the financial position of the Company
as at April 30, 2005 and 2004 and the results of its  operations  and cash flows
for each of the two years then ended in conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and negative cash flows from operations that raise  substantial  doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 1. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ LDMB Advisors Inc.

Chartered Accountants
Langley, British Columbia, Canada
July 14, 2005


                                      F-1
<PAGE>

LARREA BIOSCIENCES CORPORATION

CONSOLIDATED BALANCE SHEETS

--------------------------------------------------------------------------------
AS AT APRIL 30,                                        2005              2004
--------------------------------------------------------------------------------
                                                      (Restated - see Note 4)

ASSETS

CURRENT
    Cash                                           $    31,654       $    4,500
    Accounts receivable                                 13,396           59,000
    Inventories (Note 6)                               123,869               --
    Prepaid expenses                                     3,973               --
--------------------------------------------------------------------------------
                                                       172,892           63,500

PROPERTY AND EQUIPMENT, NET (Note 7)                   109,758               --

PATENTS, NET (Note 8)                                   17,530           19,150
--------------------------------------------------------------------------------
                                                   $   300,180       $   82,650
================================================================================

LIABILITIES

CURRENT
    Accounts payable and accrued liabilities       $   110,449       $   67,800
    Due to shareholders (Note 9)                       486,981               --
--------------------------------------------------------------------------------
                                                       597,430           67,800
--------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (Note 10)
  Common stock, $.0001 par value
   Authorized:  100,000,000 shares
   Issued:  2005 - 22,727,167 (2004 - 16,230,760)        2,273           50,000
  Additional paid-in capital                         2,868,510        1,150,000
  Deficit                                           (3,168,033)      (1,185,150)
--------------------------------------------------------------------------------
                                                      (297,250)          14,850
--------------------------------------------------------------------------------
                                                   $   300,180       $   82,650
================================================================================

FUTURE OPERATIONS (Note 1)
COMMITMENTS (Note 13)

APPROVED BY THE DIRECTORS:

/s/ Peter P. Smetek, Jr., Director

/s/ James A. Johnson, Director

The accompanying notes are an integral part of these financial statements.


                                      F-2
<PAGE>

LARREA BIOSCIENCES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS




--------------------------------------------------------------------------------
FOR THE YEAR ENDED APRIL 30,                           2005              2004
--------------------------------------------------------------------------------
                                                     (Restated - see Note 4)

SALES                                              $   545,796       $  152,000

COST OF SALES                                          133,435          126,000
--------------------------------------------------------------------------------
GROSS PROFIT                                           412,361           26,000
--------------------------------------------------------------------------------

EXPENSES
    Advertising and promotion                           13,839               --
    Amortization                                        67,906              270
    Bad debts                                            5,408               --
    Bank and credit card charges                        18,862              300
    Computer services                                   57,529               --
    Foreign exchange gain                               (9,432)              --
    Interest on shareholder loans                       12,901               --
    Investor relations                                  11,956               --
    Listing and share transfer fees                      6,862               --
    Management and consulting fees                     128,815           20,000
    Office and miscellaneous                            30,049               --
    Professional fees                                   98,797           10,000
    Rent and occupancy costs                            22,706               --
    Selling expenses                                    39,017               --
    Telephone                                           10,408               --
    Travel                                              30,235               --
    Wages and benefits                                 115,728               --
--------------------------------------------------------------------------------
                                                       661,586           30,570
--------------------------------------------------------------------------------
NET LOSS                                           $  (249,225)      $   (4,570)
================================================================================

Weighted average number of shares outstanding       19,483,415       16,230,760
================================================================================

Basic and diluted loss per common share (Note 3(k))      (0.01)            0.00
================================================================================

The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>

<TABLE>
<CAPTION>

LARREA BIOSCIENCES CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY

--------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED APRIL 30, 2005
--------------------------------------------------------------------------------------------------------------------------------

                                           Common stock            Common stock
                                       --------------------       subscriptions                                        Total
                                         Number               ------------------      Additional                   Stockholders'
                                        of Shares   Amount    Number    Amount     Paid-in Capital     Deficit         Equity
      --------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>       <C>      <C>         <C>               <C>           <C>
      Issue of common stock for cash
      on organization of the Company    4,000,000   $   400       --   $      --   $           100   $        --   $         500

      Issue of common stock for cash      997,040       100       --          --            99,604            --          99,704

      Net loss for the period                  --        --       --          --                --        (7,333)         (7,333)
      --------------------------------------------------------------------------------------------------------------------------
      Balance April 30, 2003            4,997,040       500       --          --            99,704        (7,333)         92,871

      Common stock returned
      to treasury                      (2,500,000)     (250)      --          --               250            --              --

      Stock split 6.5 for 1            13,733,720     1,373       --          --            (1,373)           --              --

      Net loss for the period                  --        --       --          --                --      (112,733)       (112,733)
      --------------------------------------------------------------------------------------------------------------------------
      Balance April 30, 2004 (Note 1)  16,230,760     1,623       --          --            98,581      (120,066)        (19,862)

      Issue of common stock for
      shares of Global Botanics, Inc.
        (Note 1)                        3,500,000    (1,623)      --          --           (98,581)      120,066          19,862
      --------------------------------------------------------------------------------------------------------------------------
                                       19,730,760        --       --          --                --            --              --
      Global Botanics, Inc.
        deficiency acquired on
        recapitalization (Note 1)              --    50,000       --          --         1,150,000    (1,185,150)         14,850

      Amount reallocated to
        additional paid-in capital             --   (48,027)      --          --            48,027            --              --

      Issue of common stock for
        shares of LarreaRx, Inc.
        (Note 5)                        2,925,907       293       --          --         1,579,990            --       1,580,283

      Common stock subscription
        on settlement of
        LarreaRx, Inc. debt                    --        --    9,091      20,000                --            --          20,000

      Related party adjustment of
        acquired LarreaRx, Inc. net
        assets to carrying value
        (Note 5)                               --        --       --          --                --    (1,733,658)     (1,733,658)

      Issue of common stock for cash       70,500         7       --          --            70,493            --          70,500

      Net loss for the period                  --        --       --          --                --      (249,225)       (249,225)
      --------------------------------------------------------------------------------------------------------------------------
      Balance April 30, 2005           22,727,167   $ 2,273    9,091   $  20,000   $     2,848,510   $(3,168,033)  $    (297,250)
      ==========================================================================================================================
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                                               F-4
<PAGE>

LARREA BIOSCIENCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

--------------------------------------------------------------------------------
FOR THE YEAR ENDED APRIL 30,                          2005              2004
--------------------------------------------------------------------------------
                                                     (Restated - see Note 4)

CASH FLOWS (USED IN) PROVIDED BY:

OPERATING ACTIVITIES
    Net loss                                       $  (249,225)      $   (4,570)
    Adjustments for items not affecting cash:
        Amortization                                    67,906              270
    Changes in non-cash working capital balances:
        Accounts receivable                             45,604          (59,000)
        Inventories                                     87,306               --
        Prepaid expenses                                (3,189)              --
        Accounts payable and accrued liabilities      (238,377)          67,800
--------------------------------------------------------------------------------
                                                      (289,975)           4,500
--------------------------------------------------------------------------------

FINANCING ACTIVITIES
    Secured promissory note                            441,981               --
    Common stock issued for cash                        70,500               --
--------------------------------------------------------------------------------
                                                       512,481               --
--------------------------------------------------------------------------------

INVESTING ACTIVITIES
    Purchase of property and equipment                  (8,823)              --
    Net asset value deficiency acquired on
        acquisition of LarreaRx, Inc., net of cash
        acquired of $1,778                            (186,529)              --
--------------------------------------------------------------------------------
                                                      (195,352)              --
--------------------------------------------------------------------------------
INCREASE IN CASH                                        27,154            4,500

CASH, beginning                                          4,500               --
--------------------------------------------------------------------------------
CASH, ending                                       $    31,654       $    4,500
================================================================================

SUPPLEMENTAL INFORMATION Cash paid during the year to:
    Interest                                       $        --       $       --
    Income taxes                                   $        --       $       --
Non-cash transactions:
    Common stock issued to settle debt             $        --       $1,200,000
    Acquisition of patents for debt                $        --       $   19,420
    Common stock issued for acquisition
      of LarreaRx, Inc.                            $ 1,599,990       $       --


The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>

LARREA BIOSCIENCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005
--------------------------------------------------------------------------------

1.    ORGANIZATION AND GOING CONCERN

      The Company was  incorporated  as Sonic Media Corp.  under the laws of the
      State of Nevada on May 1, 2002.  The  Company  changed its name from Sonic
      Media Corp. to Larrea Biosciences Corporation ("Larrea") on June 1, 2004.

      Pursuant to the terms of a stock purchase  agreement  dated March 24, 2004
      between Global Botanics,  Inc. ("Global"),  Larrea and the shareholders of
      Global,  the shareholders of Global agreed to exchange all of their shares
      of Global for shares of Larrea. On closing of the stock purchase agreement
      on August 31,  2004,  Larrea  acquired  all of the issued and  outstanding
      shares of Global by issuing  3,500,000  restricted common shares of Larrea
      to the shareholders of Global.  Due to common  shareholders and directors,
      this  transaction  is considered to be a capital  transaction in substance
      rather  than  a  business  combination  and  is  equivalent  to a  reverse
      take-over by Global.

      These consolidated  financial  statements are issued under the name of the
      legal parent Larrea but are considered a continuation of the  consolidated
      financial statements of the legal subsidiary, Global.

      Global's major assets  consist of four United States  patents  relating to
      the  production  and use of  proprietary  extracts  from the plant species
      'Larrea Tridentata'.  These patents were acquired by Global from a company
      which is controlled by a former director of the Company.

      In  September  2004,  the  Company  also  purchased  all of the issued and
      outstanding  shares of LarreaRx,  Inc.,  ("LarreaRx"),  (a Wyoming company
      licensed  by  Global  to  market  its  proprietary   products),   and  its
      wholly-owned  subsidiary  Larrearx  Strategies,  Inc.  The  terms  of that
      agreement  required  the  company  to issue 1 share for each 5.5 shares of
      LarreaRx,  Inc. This resulted in the Company issuing 2,925,907  restricted
      common shares to  LarreaRx's  former  shareholders.  This  transaction  is
      considered to be a related party  transaction  due to common  shareholders
      and directors.  As such, the  transaction  has been recorded at LarreaRx's
      consolidated carrying value.

      The Company is now focusing its operations on manufacturing, licensing and
      distributing "Green" dietary supplement.

      These  consolidated  financial  statements  have been  prepared on a going
      concern  basis  in  accordance  with  United  States  generally   accepted
      accounting principles. The going concern basis of presentation assumes the
      Company  will  continue in operation  throughout  the next fiscal year and
      into the  foreseeable  future and will be able to  realize  its assets and
      discharge  its  liabilities  and  commitments  in  the  normal  course  of
      business.  Certain  conditions,  discussed below,  currently exist,  which
      raise  substantial  doubt  upon  the  validity  of  this  assumption.  The
      consolidated  financial  statements  do not include any  adjustments  that
      might result from the outcome of this uncertainty.

      The Company's  future  operations are dependent upon its ability to obtain
      third party  financing in the form of debt and equity and ultimately  have
      future profitable  operations or generate income from its operations.  The
      Company had a working capital deficiency of $424,538 as at April 30, 2005.
      The Company is currently  seeking  additional funds through future debt or
      equity financing to offset future cash flow  deficiencies.  Such financing
      may not be  available or may not be available  on  reasonable  terms.  The
      resolution of this going concern issue is dependent on the  realization of
      management's  plans.  If management is unsuccessful in raising future debt
      or equity financing,  the Company will be required to liquidate assets and
      curtail or possibly cease operations.


                                      F-6
<PAGE>

LARREA BIOSCIENCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005
--------------------------------------------------------------------------------

2.    RECENT ACCOUNTING PRONOUNCEMENTS

      In December  2004,  the FASB issued  revised SFAS No. 123 (SFAS No. 123R),
      Share-Based  Payment.  This standard eliminates the ability to account for
      share-based  compensation  transactions  using the  intrinsic  value-based
      method under Accounting  Principles  Board Opinion No. 25,  Accounting for
      Stock Issued to Employees,  and requires instead that such transactions be
      accounted for using a fair-value-based  method. SFAS No. 123R is effective
      for financial  statements  issued at the beginning of the next fiscal year
      that begins  after  December 15,  2005.  The  adoption of this  accounting
      pronouncement   is  not  expected  to  have  a  material   effect  on  the
      consolidated financial statements.

      In December  2004,  the FASB  issued FAS 153,  Exchanges  of  Non-Monetary
      Assets.  The provisions of this  statement are effective for  non-monetary
      asset exchanges occurring in fiscal periods beginning after June 15, 2005.
      The  provisions of this  statement  should be applied  prospectively,  and
      eliminates  the exception from  fair-value  measurement  for  non-monetary
      exchanges of similar  productive  assets in paragraph 21(b) of APB Opinion
      No. 29, Accounting for Non-Monetary Transactions,  and replaces it with an
      exception  for  exchanges  that  do not  have  commercial  substance.  The
      adoption of this accounting  pronouncement is not expected have a material
      effect on the consolidated financial statements.

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The consolidated financial statements of the Company have been prepared in
      accordance with  accounting  principles  generally  accepted in the United
      States.  Because a precise determination of many assets and liabilities is
      dependent upon future events, the preparation of financial  statements for
      a period  necessarily  involves the use of estimates  which have been made
      using careful judgement. Actual results could differ from those estimates.

      The consolidated  financial statements have, in management's opinion, been
      properly  prepared within  reasonable limits of materiality and within the
      framework of the accounting policies summarized below:

      (a)   Consolidation

            The consolidated  financial  statements  include the accounts of the
            Company and its wholly-owned  subsidiaries,  Global Botanics,  Inc.,
            LarreaRX,  Inc.  and  Larrearx  Strategies,  Inc. and the results of
            their  operations  from  the  dates  of  acquisition.  All  material
            intercompany transactions and balances have been eliminated.

      (b)   Cash and cash equivalents

            The  Company   considers  all  short-term   investments,   including
            investments  in  certificates  of deposit,  with a maturity  date at
            purchase of three months or less to be cash equivalents.

      (c)   Revenue recognition

            Revenue is recognized  when products are shipped and title passes to
            the  independent  distributor.  Sales are  recognized on a net sales
            basis, which reflects product returns and amounts billed for freight
            and handling  costs.  Freight and handling costs paid by the Company
            are included in cost of sales.  The Company  generally  receives the
            net sales price in cash or though  credit card payments at the point
            of sale. Related  commissions and allowances for product returns are
            recorded when the merchandise is shipped.

            Allowances for product  returns are provided at the time the product
            is shipped. This accrual is based upon historic return rates and the
            relevant return pattern,  which reflects  anticipated  returns to be
            received  over a period of up to thirty days  following the original
            sale.


                                      F-7
<PAGE>

LARREA BIOSCIENCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005
--------------------------------------------------------------------------------

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

      (d)   Inventories

            Inventories are stated at lower of cost or market  determined on the
            first-in, first-out basis.

      (e)   Property and equipment

            Property  and  equipment  are  recorded  at  cost  less  accumulated
            amortization. Annual rates of amortization are as follows:

                  Computer equipment               30% diminishing balance
                  Furniture and fixtures           20% diminishing balance
                  Display equipment                15% diminishing balance
                  Computer software                50% straight line
                  Leasehold improvements           lease term

      (f)   Patents

            The  Company  amortizes  the cost of patents  over the lesser of the
            life of the patent or the estimated  period of benefit.  The patents
            are being amortized over twelve years.

      (g)   Foreign currency translation

            The functional  currency of the Company is the United States dollar.
            The Company follows the  monetary/non-monetary  method of accounting
            for the translation of foreign  currency  amounts into United States
            dollars.  Under  the  monetary/non-monetary  method,  cash and other
            monetary assets and liabilities  representing amounts owing to or by
            the Company are translated at the rate of exchange prevailing at the
            period end and the related  exchange gains or losses are included in
            the  statement  of  operations.  Other  assets and  liabilities  and
            revenue and expense items are translated at the rate prevailing when
            they were acquired or incurred.

      (h)   Financial instruments

            The  Company  has   estimated   the  fair  value  of  its  financial
            instruments using the following methods and assumptions:

            (i)   The carrying amounts of: cash and cash  equivalents;  accounts
                  receivable;  and  accounts  payable  and  accrued  liabilities
                  approximate  fair value due to the  short-term  maturities  of
                  these instruments.

            (ii)  The book values of the Company's debt owed to shareholders are
                  considered to approximate  their fair values because  interest
                  rates of those instruments  approximate  current rates offered
                  to the Company.

      (i)   Income taxes

            The Company follows the asset and liability method of accounting for
            income taxes.  Under this method,  current taxes are  recognized for
            the estimated income taxes payable for the current period.

            Deferred income taxes are provided based on the estimated future tax
            effects  of  temporary   differences   between  financial  statement
            carrying  amounts of assets and liabilities and their respective tax
            bases as well as the  benefit  of  losses  available  to be  carried
            forward to future years for tax purposes.

            Deferred tax assets and  liabilities  are measured using enacted tax
            rates that are  expected to apply to taxable  income in the years in
            which  those  temporary  differences  are  expected to be covered or
            settled.  The effect on  deferred  tax assets and  liabilities  of a
            change in tax rates is  recognized  in operations in the period that
            includes the enactment  date. A valuation  allowance is recorded for
            deferred  tax  assets  when it is more  likely  than not  that  such
            deferred tax assets will not be realized.


                                      F-8
<PAGE>

LARREA BIOSCIENCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005
--------------------------------------------------------------------------------

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

      (j)   Impairment of assets

            The Company evaluates the  recoverability of patents whenever events
            or changes in circumstances indicate that the carrying value may not
            be recoverable. The Company recognizes an impairment loss related to
            patents if the projected undiscounted future cash flows is less than
            the carrying amounts.  The amount of the impairment  charge, if any,
            is  measured  equal to the  excess of the  carrying  value  over the
            asset's fair value,  generally determined using the future operating
            cash  flows  discounted  at the  Company's  average  rate of cost of
            funds.  The  assessment  of the  recoverability  of patents  will be
            impacted if estimated future cash flows differ from those estimates.

      (k)   Loss per share

            Basic loss per share is  computed  by  dividing  loss for the period
            available to common  stockholders by the weighted  average number of
            common stock outstanding during the periods.  Diluted loss per share
            is computed  using the weighted  average  number of common stock and
            potentially dilutive common stock issuances,  outstanding during the
            period.  As the  Company  has a net  loss  in  each  of the  periods
            presented, basic and diluted loss per share are the same.

            The  prior  year  loss per  share is  based  on  Larrea  Biosciences
            Corporation's  outstanding shares at the date of recapitalization of
            Global Botanics, Inc.


4.    RESTATEMENT OF PRIOR YEARS

      The Company has  restated  its annual  financial  statements  for the year
      ended April 30, 2004 to reflect the following adjustments:

                                   AS PREVIOUSLY
                                      REPORTED     ADJUSTMENTS      RESTATED
--------------------------------------------------------------------------------

     At September 24, 2004:
         Patents                   $     986,111   $  (980,580)(a) $    19,150
                                                   $    13,619 (b)
         Deficit                   $    (218,189)  $  (980,580)(a) $(1,185,150)
                                                   $    13,619 (b)

     For the year ended September 24, 2004:
         Amortization              $      13,889   $   (13,619)(b) $       270
         Loss on debt settlement   $     200,000   $  (200,000)(c) $        --
================================================================================

(a)   The Company has restated its 2004 financial statements to reflect a change
      in the method of accounting  for its purchase of patents from Larrea Corp.
      Ltd. The Company has  determined  that the  transaction is a related party
      transaction  due to  common  shareholders  and  directors.  As  such,  the
      transaction has been recorded at Larrea Corp. Ltd's carrying value.
(b)   The Company has reduced the amortization of the patents as a result of the
      reduction of the carrying value of the patents.
(c)   The loss on the  settlement  of the debt  related to the  purchase  of the
      patents has been  eliminated  on the reduction of the  transaction  to its
      carrying value.


                                      F-9
<PAGE>

LARREA BIOSCIENCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005
--------------------------------------------------------------------------------

5.    ACQUISITION

      On August 26, 2004, the Company entered into an acquisition agreement with
      the  shareholders  of  LarreaRx,  Inc.  ("LarreaRx"),  a  private  Wyoming
      corporation  pursuant to which the Company  acquired all of the issued and
      outstanding shares of LarreaRx and its wholly-owned  subsidiary,  Larrearx
      Strategies,  Inc. The terms of the agreement required the Company to issue
      one (1) share for each five and one half (5.5) shares of LarreaRx.  Due to
      common  shareholders and directors,  the transaction is considered to be a
      related party  transaction and the purchase  amounts have been recorded at
      LarreaRx's consolidated carrying values.

      The Company  issued  2,925,907  common  shares and is committed to issue a
      further 9,091 common shares with respect to the purchase.  The Company has
      recorded the carrying value of LarreaRx with an  acquisition  consummation
      date of September 24, 2004.

      The LarreaRx  acquisition  was  recorded by the  purchase  method with the
      results  of  LarreaRx  consolidated  with the  Company's  from the date of
      acquisition  on  September  24, 2004.  The carrying  value of LarreaRx was
      allocated to the net assets acquired as follows:

      Carrying value of assets acquired:
         Inventories                                               $   211,175
         Other current assets                                            2,562
         Property and equipment, net                                   169,565
         Accounts payable                                             (281,026)
         Due to shareholders                                           (45,000)
         Other current liabilities assumed                            (210,944)
         Related party adjustment of excess purchase price
           charged to deficit                                        1,753,951
      ------------------------------------------------------------------------
                                                                   $ 1,600,283
      ========================================================================
      Consideration:
         Common shares                                             $ 1,600,283
      ========================================================================

6.    INVENTORIES

      Inventories  consist  primarily of finished goods available for resale and
      are categorized as follows:

                                                      2005             2004
      ------------------------------------------------------------------------

      Resin                                        $    30,048     $        --
      Virastatin products                               49,549              --
      Literature, promotional and others                44,272              --
      ------------------------------------------------------------------------
                                                   $   123,869     $        --
      ========================================================================


                                      F-10
<PAGE>

LARREA BIOSCIENCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005
--------------------------------------------------------------------------------

7.    PROPERTY AND EQUIPMENT

                                                      2005             2004
      --------------------------------------------------------------------------

      Computer equipment                           $    73,174     $        --
      Computer software                                 63,524              --
      Display equipment                                    984              --
      Furniture and fixtures                            30,094              --
      Leasehold improvements                             7,998              --
      --------------------------------------------------------------------------
                                                       175,774              --
      Accumulated amortization                         (66,016)             --
      --------------------------------------------------------------------------
                                                   $   109,758     $        --
      ==========================================================================

8.    PATENTS

                                                                 NET
                                        ACCUMULATED   ------------------------
                             COST      AMORTIZATION       2005        2004
      --------------------------------------------------------------------------
      Patents           $      19,420  $      1,890   $    17,530   $   19,150
      --------------------------------------------------------------------------

9.    DUE TO SHAREHOLDERS

                                                      2005            2004
      --------------------------------------------------------------------------

      Shareholders and directors:
         Secured promissory (a)                    $   441,981     $        --
         Unsecured advances (b)                         45,000              --
      --------------------------------------------------------------------------
                                                   $   486,981     $        --
      ==========================================================================

      (a)   The  Company  has  obtained  a line of  credit  of up to  $1,000,000
            through a major shareholder.

            The promissory note is secured by a security  interest  created in a
            security   agreement   that  covers  all   current   assets  of  the
            corporation,  including patents,  intangibles,  accounts receivable,
            customer lists,  unissued treasury stock and all other assets either
            presently  owned by the Company or acquired  after the  execution of
            the note dated October 6, 2004.

            Advances  under the note bear interest at 8% per annum.  The note is
            repayable on the following terms:

            (i)   The principal amount and interest are due and payable in equal
                  monthly  instalments of $15,000 on the last day of each month,
                  beginning  November 30, 2004 and continuing  through  December
                  31, 2005.  After that date, the unpaid  principal  balance and
                  interest are payable in equal monthly  instalments  of $25,000
                  on the last day of each  month,  beginning  April 30, 2005 and
                  continuing  until the  principal  amount  and  accrued  unpaid
                  interest  have been paid in full or the note  becomes due. All
                  outstanding  principal and interest will be due and payable on
                  December 31, 2005.  Payments  will be applied first to accrued
                  interest  and the  remainder  to  reduction  of the  principal
                  amount.


                                      F-11
<PAGE>

9.    TO SHAREHOLDERS, CONTINUED

            (ii)  Covenants under the promissory note require the Company:

                  *     not sell,  transfer,  dispose of or create any  security
                        interest, mortgage,  hypothecate,  charge, lien or other
                        encumbrance  upon  the  collateral  or any  part  hereof
                        without the prior written consent of the lender;

                  *     defend the title to the  collateral  against all person;
                        and

                  *     maintain the level of collateral at a minimum of 150% of
                        the amount outstanding under the loan.

            At the balance sheet and audit report dates, the Company has not met
            the required covenants.

            On April 25, 2005, the note was amended as follows:

            The note  shall be an  interest  only  note  with  interest  due and
      payable in equal monthly  instalments  based on the outstanding  principal
      balance  at the  end of  each  month,  beginning  November  30,  2004  and
      continuing  through  December  31, 2005.  All  outstanding  principal  and
      interest  will be due and payable on December 31, 2005.  Payments  will be
      applied  first to accrued  interest and the  remainder to reduction of the
      principal  amount.  Principal  amounts  may be repaid at any time  without
      penalty.

      (b)   A shareholder  and former director of the Company has loaned $45,000
            to the Company. The loan is unsecured, repayable on demand and bears
            interest at 18% per annum.

10.   STOCKHOLDERS' EQUITY

      (a)   Common stock transactions:

            During 2003, the Company completed a private  placement  offering of
            4,000,000 common shares to its officers and directors for $500 and a
            registered public offering of 997,040 common shares for $99,704.

            In January  2004,  the  Company's  officers and  directors  returned
            2,500,000  common shares to the  Company's  treasury and the Company
            declared a 6.5 for 1 stock split.

            During 2004,  70,500 shares were sold under private  placements  for
            net proceeds of $70,500.

            In August  2004,  the Company  issued  3,500,000  restricted  common
            shares in  connection  with the  purchase  of all of the  issued and
            outstanding shares of Global Botanics, Inc.

            In  September  2004,  the  Company   commenced   issuing   2,925,907
            restricted  common shares in connection  with the purchase of all of
            the issued and outstanding shares of LarreaRx, Inc.

      (b)   Stock options

            The Company does not currently have a stock option plan.


                                      F-12
<PAGE>

11.   RELATED PARTY TRANSACTIONS

                                                       2005            2004
      --------------------------------------------------------------------------

      Management and consulting fees paid to
      officers and directors of the Company and/or
      companies controlled by them.                $   100,544     $        --

      Interest paid or payable to officer and
      directors of the Company and/or companies
      controlled by them.                          $    12,901     $        --

      Sales to a company with common shareholders
      and directors                                $        --     $   152,000

      Amounts included in accounts payable due to
      officers and directors of the Company and/or
      companies controlled by them.                $    23,429     $        --
      ==========================================================================

      These  amounts are  recorded at the  exchange  amount based on the amounts
      paid and/or received by the parties.

12.   INCOME TAXES

      Deferred tax assets and liabilities:

                                                      2005             2004
      --------------------------------------------------------------------------

      Deferred tax assets:
        Property and equipment                     $     4,358     $        --
        Operating loss carry-forwards                  143,763              --
      --------------------------------------------------------------------------
                                                       148,121              --
        Valuation allowance                           (142,161)             --
      --------------------------------------------------------------------------
                                                         5,960              --
      Deferred tax liabilities:
        Patents                                         (5,960)             --
      --------------------------------------------------------------------------
      Net deferred tax asset                       $        --     $        --
      ==========================================================================

      Management  believes  that it is not  more  likely  than  not that it will
      create  sufficient  taxable income  sufficient to realize its deferred tax
      assets.  It is reasonably  possible  these  estimates  could change due to
      future  income and the timing and manner of the  reversal of deferred  tax
      liabilities. Due to its losses, the Company has no income tax expense.

      The Company and its subsidiaries  have operating loss  carry-forwards  for
      income tax purposes at April 30, 2005 of approximately $422,834. Operating
      losses begin to expire in fiscal year 2015.


                                      F-13
<PAGE>

LARREA BIOSCIENCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005


13.   COMMITMENTS

      (a)   Consulting agreement

            Under the terms of a consulting  agreement with a company controlled
            by a  shareholder  and former  director of the Company,  the Company
            will be  required  to make  minimum  annual  consulting  payments as
            follows:

            2006                                                   $    30,000
            ====================================================================

      (b)   Operating lease

            Subsequent to April 30, 2005, the Company  entered into a three year
            lease for premises in British Columbia. Minimum lease payments under
            the lease are as follows:

            2006                                                   $    12,774
            2007                                                   $    16,064
            2008                                                   $    16,683
            2009                                                   $     1,394
            ====================================================================

14.   GEOGRAPHIC INFORMATION

                                        SALES*             LONG-LIVED ASSETS
      --------------------------------------------------------------------------

      United States                $        355,196        $         17,530
      Canada                                190,600                 109,758
      --------------------------------------------------------------------------
                                   $        545,796        $        127,288
      ==========================================================================

      ----------
      *     sales are  attributed  to the  country in which the  customer  takes
            delivery.


                                      F-14