UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



x          QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June
30, 2012



o          TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ___________to___________



Commission file number 000-28790



Ceres
Ventures, Inc.

(Exact name of registrant as specified
in its charter)



|Nevada                                   | 87-0429962         
|---------------------------------------- | -------------------
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|                                         |                    
|430 Park Avenue, Suite 702               |                    
|New York, New York                       | 10022              
|(Address of principal executive offices) | (Zip Code)         



(800) 611-3388

(Registrant’s telephone number, including
area code)



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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  ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes  ̈No  ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer                                             |  ̈ |  | Accelerated filer         |  ̈
|------------------------------------------------------------------- | - |  | ------------------------- | -
|                                                                    |   |  |                           |  
|Non-accelerated filer (Do not check if a smaller reporting company) |  ̈ |  | Smaller reporting company | x



Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes oNo x



Indicate the number of shares outstanding
of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 10, 2012, there were 85,501,557
shares of the registrant’s common stock outstanding.











TABLE OF CONTENTS



CERES VENTURES, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2012



PART I FINANCIAL INFORMATION



|Item 1. Consolidated Financial Statements (Unaudited)    
|---------------------------------------------------------
|                                                         
|Consolidated Balance Sheets                              
|                                                         
|Consolidated Statements of Operations                    
|                                                         
|Consolidated Statements of Stockholders’ Equity (Deficit)
|                                                         
|Consolidated Statements of Cash Flows                    
|                                                         
|Notes to Consolidated Financial Statements               
|                                                         
|Item 2.                                                  
|                                                         
|Item 4.                                                  
|                                                         
|PART II OTHER INFORMATION                                
|                                                         
|Item 1.                                                  
|                                                         
|Item 2.                                                  
|                                                         
|Item 3.                                                  
|                                                         
|Item 5.                                                  
|                                                         
|Item 6.                                                  
|                                                         
|PART IV                                                  
|                                                         
|SIGNATURES                                               
|                                                         
|CERTIFICATIONS                                           



2







PART I – FINANCIAL INFORMATION



CERES VENTURES, INC.

(A Development Stage Company)



CONSOLIDATED BALANCE SHEETS

(unaudited)



|                                                                                                                                                                                             |  | June 30, 2012 |          |   | December 31, 2011 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ----------------- | -
|                                                                                                                                                                                             |  | (unaudited)   |          |   |                   |  
|ASSETS                                                                                                                                                                                       |  |               |          |   |                   |  
|Current assets                                                                                                                                                                               |  |               |          |   |                   |  
|Cash                                                                                                                                                                                         |  | $             | 28,520   |   |                   | $
|Prepaid expenses                                                                                                                                                                             |  |               | 3,545    |   |                   |  
|                                                                                                                                                                                             |  |               |          |   |                   |  
|Total current assets                                                                                                                                                                         |  |               | 32,065   |   |                   |  
|                                                                                                                                                                                             |  |               |          |   |                   |  
|Intangible assets                                                                                                                                                                            |  |               | 64,551   |   |                   |  
|Total assets                                                                                                                                                                                 |  | $             | 96,616   |   |                   | $
|                                                                                                                                                                                             |  |               |          |   |                   |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                        |  |               |          |   |                   |  
|Current liabilities                                                                                                                                                                          |  |               |          |   |                   |  
|Accounts payable                                                                                                                                                                             |  | $             | 57,209   |   |                   | $
|Accounts payable - related party                                                                                                                                                             |  |               | 82,968   |   |                   |  
|Convertible note payable                                                                                                                                                                     |  |               | 50,000   |   |                   |  
|Accrued interest on convertible note payable                                                                                                                                                 |  |               | 4,518    |   |                   |  
|Accrued payroll liabilities                                                                                                                                                                  |  |               | 30,277   |   |                   |  
|Promissory note payable                                                                                                                                                                      |  |               | 12,000   |   |                   |  
|Accrued interest on promissory
    note payable                                                                                                                                              |  |               | 1,709    |   |                   |  
|                                                                                                                                                                                             |  |               |          |   |                   |  
|Total current liabilities                                                                                                                                                                    |  |               | 238,681  |   |                   |  
|                                                                                                                                                                                             |  |               |          |   |                   |  
|Long term liabilities                                                                                                                                                                        |  |               |          |   |                   |  
|Promissory note payable                                                                                                                                                                      |  |               | -        |   |                   |  
|Convertible note payable, net of unamortized discount                                                                                                                                        |  |               | 117,217  |   |                   |  
|Accrued interest on convertible
    notes payable                                                                                                                                            |  |               | 26       |   |                   |  
|                                                                                                                                                                                             |  |               |          |   |                   |  
|Total liabilities                                                                                                                                                                            |  |               | 355,924  |   |                   |  
|                                                                                                                                                                                             |  |               |          |   |                   |  
|Commitments and contingencies                                                                                                                                                                |  |               |          |   |                   |  
|                                                                                                                                                                                             |  |               |          |   |                   |  
|Stockholders' deficit                                                                                                                                                                        |  |               |          |   |                   |  
|Preferred stock, $0.25 par value, 1,000,000 shares
    authorized; none issued and outstanding                                                                                               |  |               | -        |   |                   |  
|Common stock, $0.00001 par value; 2,000,000,000
    shares     authorized: 85,501,557 and  85,031,557 shares issued and outstanding on June 30, 2012 and December 31, 2011,
    respectively |  |               | 854      |   |                   |  
|Additional paid-in capital                                                                                                                                                                   |  |               | 551,381  |   |                   |  
|Deficit accumulated  during
    the development stage                                                                                                                                        |  |               | (811,543 | ) |                   |  
|Total stockholders' deficit                                                                                                                                                                  |  |               | (259,308 | ) |                   |  
|                                                                                                                                                                                             |  |               |          |   |                   |  
|Total liabilities
    and stockholders' deficit                                                                                                                                              |  | $             | 96,616   |   |                   | $



(See accompanying notes to the consolidated
financial statements)



3







CERES VENTURES, INC.

(A Development Stage Company)



CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



|                                       |  |                            |            |   |                          |   |            |                     |  |   |               |   |  | For the Period from |           
|-------------------------------------- |  | -------------------------- | ---------- | - | ------------------------ | - | ---------- | ------------------- |  | - | ------------- | - |  | ------------------- | ----------
|                                       |  |                            |            |   |                          |   |            |                     |  |   |               |   |  | October 14, 2010    |           
|                                       |  | For the Three Months Ended |            |   | For the Six Months Ended |   |            | (Inception) through | 
|                                       |  | June 30, 2012              |            |   | June 30, 2011            |   |            | June 30, 2012       |  |   | June 30, 2011 |   |  | June 30, 2012       |           
|                                       |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|REVENUE                                |  | $                          | -          |   |                          | $ | -          |                     |  | $ | -             |   |  | $                   | -         
|                                       |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|COSTS AND OPERATING EXPENSES           |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|Research and development               |  |                            | (8,439     | ) |                          |   | 40,737     |                     |  |   | 20,153        |   |  |                     | 81,474    
|Investor relations and marketing       |  |                            | 4,178      |   |                          |   | 1,437      |                     |  |   | 10,750        |   |  |                     | 4,172     
|Director and management fees           |  |                            | 36,028     |   |                          |   | 34,170     |                     |  |   | 72,011        |   |  |                     | 59,179    
|Professional fees                      |  |                            | 39,001     |   |                          |   | 68,887     |                     |  |   | 63,188        |   |  |                     | 112,100   
|Travel, office and facilities expenses |  |                            | 18,094     |   |                          |   | 15,109     |                     |  |   | 20,152        |   |  |                     | 24,866    
|Costs and operating expenses           |  |                            | 88,862     |   |                          |   | 160,340    |                     |  |   | 186,254       |   |  |                     | 281,791   
|                                       |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|LOSS FROM OPERATIONS                   |  |                            | (88,862    | ) |                          |   | (160,340   | )                   |  |   | (186,254      | ) |  |                     | (281,791  
|                                       |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|OTHER EXPENSE                          |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|Interest expense                       |  |                            | 1,270      |   |                          |   | 247        |                     |  |   | 2,833         |   |  |                     | 487       
|Total other expense                    |  |                            | 1,270      |   |                          |   | 247        |                     |  |   | 2,833         |   |  |                     | 487       
|                                       |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|LOSS BEFORE INCOME TAX                 |  |                            | (90,132    | ) |                          |   | (160,587   | )                   |  |   | (189,087      | ) |  |                     | (282,278  
|                                       |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|INCOME TAX PROVISION                   |  |                            | -          |   |                          |   | -          |                     |  |   | -             |   |  |                     | -         
|                                       |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|NET LOSS                               |  | $                          | (90,132    | ) |                          | $ | (160,587   | )                   |  | $ | (189,087      | ) |  | $                   | (282,278  
|                                       |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|NET LOSS PER COMMON SHARE              |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|Basic and Diluted                      |  | $                          | (0.00      | ) |                          | $ | (0.00      | )                   |  | $ | (0.00         | ) |  | $                   | (0.00     
|                                       |  |                            |            |   |                          |   |            |                     |  |   |               |   |  |                     |           
|Weighted Average Shares Outstanding    |  |                            | 85,064,909 |   |                          |   | 71,309,351 |                     |  |   | 85,048,233    |   |  |                     | 66,544,475



(See accompanying notes to the
consolidated financial statements)



4







CERES VENTURES, INC.

(A Development Stage Company)



CONSOLIDATED STATEMENTS OF
STOCKHOLDERS’ DEFICIT

(unaudited)



|                                                                         |  |              |            |  |            |   |     |                 |  |   | Deficit       |   |  |         |         
|------------------------------------------------------------------------ |  | ------------ | ---------- |  | ---------- | - | --- | --------------- |  | - | ------------- | - |  | ------- | --------
|                                                                         |  |              |            |  |            |   |     |                 |  |   | Accumulated   |   |  |         |         
|                                                                         |  |              |            |  |            |   |     |                 |  |   | during the    |   |  | Total   |         
|                                                                         |  | Common Stock |            |  | Additional |   |     | Development     |  |   | Stockholders' |  
|                                                                         |  | Shares       |            |  | Amount     |   |     | Paid-in Capital |  |   | Stage         |   |  | Deficit |         
|                                                                         |  |              |            |  |            |   |     |                 |  |   |               |   |  |         |         
|Balance, October 14, 2010 (Inception)                                    |  |              | -          |  |            | $ | -   |                 |  | $ | -             |   |  | $       | -       
|Issuance of common stock at $0.00033 per share on October
    14, 2010   |  |              | 60,000,000 |  |            |   | 600 |                 |  |   | 19,400        |   |  |         | -       
|Issuance of Units at $0.033 per share on October 14, 2010                |  |              | 300,000    |  |            |   | 3   |                 |  |   | 9,997         |   |  |         | -       
|Net loss                                                                 |  |              | -          |  |            |   | -   |                 |  |   | -             |   |  |         | (50,855 
|                                                                         |  |              |            |  |            |   |     |                 |  |   |               |   |  |         |         
|Balance, December 31, 2010                                               |  |              | 60,300,000 |  |            |   | 603 |                 |  |   | 29,397        |   |  |         | (50,855 
|                                                                         |  |              |            |  |            |   |     |                 |  |   |               |   |  |         |         
|Issuance of Units at $0.033 per share on January 31, 2011                |  |              | 5,865,000  |  |            |   | 59  |                 |  |   | 195,441       |   |  |         | -       
|Issuance of Units at $0.033 per share on March 31, 2011                  |  |              | 2,437,500  |  |            |   | 24  |                 |  |   | 81,226        |   |  |         | -       
|Issuance of Units at $0.033 per share on May 10, 2011                    |  |              | 562,500    |  |            |   | 6   |                 |  |   | 18,744        |   |  |         | -       
|Conversion of accounts payable to  common stock
    on July 1, 2011      |  |              | 844,860    |  |            |   | 8   |                 |  |   | 28,154        |   |  |         | -       
|Share based compensation                                                 |  |              | 285,000    |  |            |   | 3   |                 |  |   | 18,106        |   |  |         | -       
|Issuance of common stock at $0.033 per share on December 15, 2011        |  |              | 1,500,000  |  |            |   | 15  |                 |  |   | 49,985        |   |  |         | -       
|Effect of reverse merger recapitalization on December
    29, 2011       |  |              | 4,829,872  |  |            |   | 48  |                 |  |   | (451,963      | ) |  |         | -       
|Conversion of accounts payable to common  stock
    on December 29, 2011 |  |              | 906,825    |  |            |   | 9   |                 |  |   | 90,673        |   |  |         | -       
|Conversion of note payable to common stock on December
    29, 2011      |  |              | 7,500,000  |  |            |   | 75  |                 |  |   | 167,510       |   |  |         | -       
|Net loss                                                                 |  |              | -          |  |            |   | -   |                 |  |   | -             |   |  |         | (571,601
|                                                                         |  |              |            |  |            |   |     |                 |  |   |               |   |  |         |         
|Balance, December 31, 2011                                               |  |              | 85,031,557 |  |            |   | 850 |                 |  |   | 227,273       |   |  |         | (622,456
|                                                                         |  |              |            |  |            |   |     |                 |  |   |               |   |  |         |         
|Issuance of units at $0.20 per share on June 30, 2012                    |  |              | 335,000    |  |            |   | 3   |                 |  |   | 66,997        |   |  |         | -       
|Share based compensation                                                 |  |              | 135,000    |  |            |   | 1   |                 |  |   | 3,717         |   |  |         | -       
|Debt discount related to beneficial conversion
    feature and warrants  |  |              | -          |  |            |   | -   |                 |  |   | 253,394       |   |  |         | -       
|Net loss                                                                 |  |              | -          |  |            |   | -   |                 |  |   | -             |   |  |         | (189,087
|                                                                         |  |              |            |  |            |   |     |                 |  |   |               |   |  |         |         
|Balance, June 30, 2012                                                   |  |              | 85,501,557 |  |            | $ | 854 |                 |  | $ | 551,381       |   |  | $       | (811,543



(See accompanying notes to the consolidated
financial statements)



5







CERES VENTURES, INC.

(A Development Stage Company)



CONSOLIDATED STATEMENTS OF
CASH FLOWS

(unaudited)



|                                                                                                         |  |                    |          |   |                     |   |          | For the Period from | 
|-------------------------------------------------------------------------------------------------------- |  | ------------------ | -------- | - | ------------------- | - | -------- | ------------------- | 
|                                                                                                         |  |                    |          |   |                     |   |          | October 14, 2010    | 
|                                                                                                         |  | For the Six Months |          |   | (Inception) through |  
|                                                                                                         |  | June 30, 2012      |          |   | June 30, 2011       |   |          | June 30, 2012       | 
|                                                                                                         |  |                    |          |   |                     |   |          |                     | 
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                     |  |                    |          |   |                     |   |          |                     | 
|Net loss                                                                                                 |  | $                  | (189,087 | ) |                     | $ | (282,278 | )                   | 
|Adjustments to reconcile net loss to net cash used
    in operating activities  Share based compensation |  |                    | 3,718    |   |                     |   | 7,679    |                     | 
|Amortization of debt discount                                                                            |  |                    | 77       |   |                     |   | -        |                     | 
|Changes in operating assets and liabilities:                                                             |  |                    |          |   |                     |   |          |                     | 
|Prepaid expenses                                                                                         |  |                    | (3,545   | ) |                     |   | -        |                     | 
|Accounts payable                                                                                         |  |                    | 100,091  |   |                     |   | 174,763  |                     | 
|Accrued interest                                                                                         |  |                    | (174     | ) |                     |   | (487     | )                   | 
|Net cash used in operating activities                                                                    |  |                    | (88,920  | ) |                     |   | (100,323 | )                   | 
|                                                                                                         |  |                    |          |   |                     |   |          |                     | 
|CASH FLOWS FROM INVESTING ACTIVITY                                                                       |  |                    |          |   |                     |   |          |                     | 
|Purchase of intangible assets                                                                            |  |                    | (13,497  | ) |                     |   | (7,339   | )                   | 
|Net cash used in investing activity                                                                      |  |                    | (13,497  | ) |                     |   | (7,339   | )                   | 
|                                                                                                         |  |                    |          |   |                     |   |          |                     | 
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                     |  |                    |          |   |                     |   |          |                     | 
|Advances from investors                                                                                  |  |                    | -        |   |                     |   | (99,000  | )                   | 
|Proceeds from issuance of promissory note payable                                                        |  |                    | -        |   |                     |   | -        |                     | 
|Proceeds from issuance of common stock and warrants                                                      |  |                    | 67,000   |   |                     |   | 295,500  |                     | 
|Repayment of convertible note
    payable                                                                |  |                    | (50,000  | ) |                     |   | -        |                     | 
|Net cash provided by financing
    activities                                                            |  |                    | 17,000   |   |                     |   | 196,500  |                     | 
|                                                                                                         |  |                    |          |   |                     |   |          |                     | 
|NET CHANGE IN CASH                                                                                       |  |                    | (85,417  | ) |                     |   | 88,838   |                     | 
|                                                                                                         |  |                    |          |   |                     |   |          |                     | 
|CASH                                                                                                     |  |                    |          |   |                     |   |          |                     | 
|BEGINNING OF PERIOD                                                                                      |  |                    | 113,937  |   |                     |   | 127,000  |                     | 
|END OF PERIOD                                                                                            |  | $                  | 28,520   |   |                     | $ | 215,838  |                     | 
|                                                                                                         |  |                    |          |   |                     |   |          |                     | 
|NON-CASH INVESTING AND FINANCING
    ACTIVITIES                                                          |  |                    |          |   |                     |   |          |                     | 
|Liabilities assumed as part of reverse merger                                                            |  | $                  | -        |   |                     | $ | -        |                     | 
|Conversion of accounts payable to common stock                                                           |  | $                  | -        |   |                     | $ | -        |                     | 
|Conversion of convertible note to common stock                                                           |  | $                  | -        |   |                     | $ | -        |                     | 
|Conversion of accounts payable to notes payable                                                          |  | $                  | 370,688  |   |                     | $ | -        |                     | 
|Debt discount on notes payable                                                                           |  | $                  | 253,394  |   |                     | $ | -        |                     | 
|                                                                                                         |  |                    |          |   |                     |   |          |                     | 
|SUPPLEMENTAL DISCLOSURE OF CASH
    FLOWS INFORMATION                                                    |  |                    |          |   |                     |   |          |                     | 
|Interest paid                                                                                            |  | $                  | 3,086    |   |                     | $ | -        |                     | 
|Income tax paid                                                                                          |  | $                  | -        |   |                     | $ | -        |                     | 



(See accompanying notes to the consolidated
financial statements)



6







CERES VENTURES, INC.

(A Development Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)



NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Nature of Business



Ceres Ventures, Inc. (“Ceres Ventures”,
the “Company”), together with its wholly-owned subsidiary, BluFlow Technologies, Inc. (“BluFlow”), is
focused on the research, development, and eventual commercialization of emerging next-generation clean technologies for the remediation
of polluted water, soil, and air in an environmentally friendly and cost effective manner.



Ceres Ventures, formerly known as PhytoMedical
Technologies, Inc., was incorporated in the State of Nevada on July 25, 2001, under the name Enterprise Technologies, Inc. BluFlow
was incorporated on October 14, 2010 under the laws of the State of Delaware.



Ceres Ventures Name Change and Reverse Split



On November 21, 2011, PhytoMedical Technologies,
Inc. changed its name to Ceres Ventures, Inc. and implemented a one-for-fifty reverse stock split (the “Reverse Split”).
The par value and total number of authorized shares were unaffected by the Reverse Split. All shares and per share amounts in
these financial statements and notes thereto have been retrospectively adjusted to all periods presented to give effect to the
reverse stock split. The Reverse Split was declared effective by the Financial Industry Regulatory Authority on December 12, 2011.



Reverse Merger



On December 29, 2011, Ceres Ventures,
a public shell company, and BluFlow entered into an agreement and plan of merger pursuant to which BluFlow became a wholly-owned
subsidiary of Ceres Ventures. The merger was accounted for as a reverse-merger and recapitalization and BluFlow is considered
the acquirer for accounting purposes and Ceres Ventures the acquired company. The business of BluFlow became the business of Ceres
Ventures.



Significant Accounting Policies



Basis of Presentation and Principles
of Consolidation



The accompanying unaudited consolidated
financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and
disclosures required by generally accepted accounting principles (“GAAP”) in the United States (“U.S.”),
and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Therefore, this information
should be read in conjunction with Ceres Ventures, Inc. financial statements and notes contained in its 2011 Annual Report on
Form 10-K. The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries after elimination
of intercompany accounts and transactions. The information furnished herein reflects all adjustment that are, in the opinion of
management, necessary for the fair statement of the results for the interim periods reported. All such adjustments are, in the
opinion of management, of a normal recurring nature. Operating results for the six month period ended June 30, 2012, are not necessarily
indicative of the results that may be expected for the year ending December 31, 2012.



Applicable Accounting Guidance



Any reference in these notes to applicable
accounting guidance is meant to refer to the authoritative non-governmental United States GAAP as found in the Financial Accounting
Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).



7







Going Concern



As of June 30, 2012, the Company had cash
of $28,520. The Company is a development stage company and does not currently have any commercial products and there is no assurance
that it will successfully be able to design, develop, manufacture, or sell any commercial products in the future. The Company
has not generated any revenue since inception. The Company had a working capital deficit of $206,616, reported an accumulated
deficit of $811,543 as of June 30, 2012, and does not have positive cash flows from operating activities.



During the six month period ended June
30, 2012, the Company raised $67,000 from the sale of its equity securities. The Company is seeking additional financing but has
no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms
acceptable to the Company, if at all. If adequate funds are not available on reasonable terms or at all, it would result in a
material adverse effect on the Company’s business, operating results, financial condition and prospects. In particular,
the Company may be required to delay, reduce the scope of or terminate its research programs, and/or sell rights to its BluFlowTMTreatment System, BluFlowTM Nanoparticles or BluFlowTM AUT.



In view of these conditions, the ability
of the Company to continue as a going concern is in substantial doubt and dependent upon the Company obtaining necessary financing
to fund ongoing operations. These consolidated financial statements do not give effect to any adjustments which will be necessary
should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its
liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated
financial statements.



Development Stage Company



The Company is a development stage company.
The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations
have not commenced. All losses accumulated since inception have been considered as part of the Company’s development stage
activities.



Use of Estimates and Assumptions



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements as well as the reported amount of revenues and expenses during the reporting period.



The Company’s significant estimates
and assumptions include the fair value of financial instruments; the carrying value, recoverability and impairment, if any, of
long-lived assets, including the values assigned to and the estimated useful lives of intangible assets; income tax rate, income
tax provision, deferred tax assets and the valuation allowance of deferred tax assets; and the assumption that the Company is
a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are
uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.



Management bases its estimates on experience and on various
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources.



Management regularly reviews its estimates
utilizing currently available information, changes in facts and circumstances, their experience and reasonable assumptions. After
such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from these estimates.



8







Fair Value



The Company measures fair value as the
price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between
market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the
valuation methodologies in measuring fair value:



Level 1. Valuations based
on quoted prices in active markets for identical assets or liabilities. The Company has no assets or liabilities valued with Level
1 inputs.

Level 2. Valuations based
on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not
active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets
or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.

Level 3. Valuations based on inputs that are
supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company
has no assets or liabilities valued with Level 3 inputs.



Fair Value of Financial Instruments



The carrying value of cash, accounts
payable, accrued interest, accrued payroll liabilities, approximate their fair value because of the short-term nature of
these instruments and their liquidity. Due to conversion features and other terms, it is not practical to estimate the fair
value of notes payable and convertible notes payable. Management is of the opinion that the Company is not exposed to
significant interest or credit risks arising from these financial instruments.



Cash Equivalents



The Company considers all highly liquid
investments with maturities of three months or less at the time of purchase to be cash equivalents. As of June 30, 2012 and December
31, 2011, the Company had no cash equivalents.



Intangible Assets



Intangible assets include license agreements
and related patent costs. The Company has entered into a license agreement whereby it has been assigned the exclusive rights to
certain licensed materials used in its products. The Company capitalizes the rights to the licensed materials and amortizes such
costs over their estimated useful life which is consistent with the life of the patents underlying the license agreements.



As of June 30, 2012, the
Company had $64,551 of intangible assets on the Consolidated Balance Sheet representing the costs for a license agreement, patent
usage rights and patent filing costs. These costs were not subject to amortization as the patents are pending.



Impairment of Long-Lived Assets



Intangible assets are evaluated and reviewed
for impairment annually or more frequently whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable. The Company recognizes impairment of long-lived assets in the event the carrying amount exceeds the fair value
of the assets. An impairment loss is recognized equal to the amount to that excess. Such analyses necessarily involve significant
judgment.



The Company determined there was no impairment
of long-lived assets for the period ended June 30, 2012, and the year ended December 31, 2011.



Research and Development Costs



Research and development costs are charged
to expense when incurred. Research and development includes costs such as contracted research and license agreement fees with
no alternative future use, supplies and materials, salaries and employee benefits, equipment depreciation, allocation of various
corporate costs, and amortization of intangible assets.



Stock-Based Compensation



The Company measures all employee stock-based
compensation awards using a fair value method on the date of grant and recognizes such expense in its consolidated financial statements
over the requisite service period. The Company uses the Black-Scholes pricing model to determine the fair value of stock-based
compensation awards on the date of grant. The Black-Scholes pricing model requires management to make assumptions regarding option
lives, expected volatility, and risk free interest rates.



9







Loss Per Share



The computation of basic net income (loss)
per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted
net income (loss) per common share is based on the weighted average number of shares used in the basic net income (loss) per share
calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares
outstanding using the treasury stock method. See “Note 2. Loss Per Share” for further discussion.



Income Taxes



Income taxes are accounted for using an
asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established
to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized.



The Company recognizes income taxes on
an accrual basis based on tax positions taken or expected to be taken in our tax returns. A tax position is defined as a position
in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current
or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood
of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities.
Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount
of tax benefit that is greater than 50% likely of being realized upon settlement. Should they occur, our policy is to classify
interest and penalties related to tax positions as interest expense. Since our inception, no such interest or penalties have been
incurred.



Recently Issued and Adopted Accounting Pronouncements



The Company reviews new accounting standards
as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal
year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company
believes that none of the new standards will have a significant impact on its consolidated financial statements.



NOTE 2. LOSS PER SHARE



Basic net income (loss) per share is computed
by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income
(loss) per share is computed by dividing the net income (loss) by the weighted average number of common and dilutive common equivalent
shares outstanding during the period.



The computation of loss per share for the three and six month
periods ended June 30, 2012 and 2011, excludes the following potentially dilutive securities because their inclusion would be
anti-dilutive: 360,000 and nil, respectively of stock options; 6,750,000 and 4,582,500, respectively, of warrants outstanding;
and 3,815,909 and nil, respectively, of shares of common stock (equivalent common shares) from convertible notes payable and accrued
interest issued.



10







The loss per share is as follows:



|                                                                                       |  | For the Three Months Ended |            |   | For the Six Months Ended |  
|-------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------ | -
|                                                                                       |  | June 30, 2012              |            |   | June 30, 2011            |  
|Numerator - net loss                                                                   |  | $                          | (90,132    | ) |                          | $
|                                                                                       |  |                            |            |   |                          |  
|Denominator for basic loss per share - weighted average shares outstanding             |  |                            | 85,064,909 |   |                          |  
|Dilutive effective of common equivalent shares                                         |  |                            | -          |   |                          |  
|Denominator for dilutive loss per share - adjusted weighted average shares outstanding |  |                            | 85,064,909 |   |                          |  
|                                                                                       |  |                            |            |   |                          |  
|Net loss per share                                                                     |  |                            |            |   |                          |  
|Basic                                                                                  |  | $                          | (0.00      | ) |                          | $
|Diluted                                                                                |  | $                          | (0.00      | ) |                          | $



NOTE 3. SPONSORED RESEARCH AGREEMENT



Applied Power Concepts, Inc.



On July 7, 2011, the Company entered into
a services agreement (the “Services Agreement”) with Applied Power Concepts, Inc. (“APC”) and additional
ancillary agreements pursuant to which APC assists the Company in the development of the patent pending BluFlowTM
Treatment System, which incorporates the BluFlowTM Nanoparticles and BluFlowTM AUT, as well as research
and development to determine additional applications for the BluFlowTM Nanoparticles. Pursuant to the terms of the
Services Agreement any technologies developed by APC for the Company, including any patents arising therefrom, belong to the Company.
Pursuant to SEC Rule 24b-2, certain portions of this agreement have been granted confidential treatment and therefore have not
been disclosed.



Payment under the Services Agreement is
based upon time and materials and includes a bonus of stock options to purchase the Company’s common stock with vesting
based on performance milestones. The Services Agreement can be terminated at any time by either party.



NOTE 4. CONVERTIBLE NOTE PAYABLE



On May 20, 2011, Ceres Ventures issued
a one year convertible promissory note in the amount of $100,000 to Mr. Jeet Sidhu (the “Sidhu Convertible Note”),
one of Ceres Ventures’ non-employee directors. The Sidhu Convertible Note bears interest at the rate of 8.5% per annum,
which interest is accrued and payable on the maturity date of the Sidhu Convertible Note. As long as the Sidhu Convertible Note
remains outstanding and not fully paid, the holder has the right, but not the obligation, to convert all or any portion of the
aggregate outstanding principal amount of the Sidhu Convertible Note, together with all or any portion of the accrued and unpaid
interest into that number of shares, subject to certain terms and conditions, of our common stock equal to the amount of the converted
indebtedness divided by $0.50 per share (after giving effect to the Reverse Split). In the event of default, as defined in the
Sidhu Convertible Note agreement, the annual interest rate increases to 10% and is due on demand. Certain events of default will
result in all sums of principal and interest then remaining unpaid immediately due and payable, upon demand of the holder. The
issuance of the Sidhu Convertible Note did not result in a beneficial conversion feature.



Pursuant to an amendment dated December
29, 2011, the Sidhu Convertible Note is payable as follows: (a) $50,000 plus accrued and unpaid interest thereon on or before
January 31, 2012 and (b) the balance of $50,000 plus accrued and unpaid interest thereon on or before April 30, 2012. On January
31, 2012, the Company made the first $50,000 installment payment plus accrued interest on that amount according to the terms of
the amended agreement for a total payment of $53,086. On April 29, 2012, the Company and Mr. Sidhu entered into Amendment No.
3 related to the Sidhu Convertible Note modifying the principal and interest payment date from April 30, 2012 to June 30, 2012.
At June 30, 2012, the Company did not have the cash on hand to pay the outstanding principal of $50,000 and accrued interest of
$4,518. In accordance with the terms of the promissory note, the interest rate will increase to 10% per annum beginning July 1,
2012.



For the three and six month ended June
30, 2012, the Company recorded $1,059 and $2,363 for interest expense related to this convertible note payable.



11







NOTE 5. CONVERTIBLE PROMISSORY NOTES



S&C Convertible Note



On June 30, 2012, the Company entered
into a debt restructuring agreement (the “S&C Restructuring Agreement”) with Sierchio & Company, LLP (“S&C”),
to restructure the $225,688 owed to S&C for legal services rendered to the Company from inception through June 30, 2012, and
issued a convertible promissory note in the amount of $225,688 to S&C (the “S&C Convertible Note”). The S&C
Convertible Note bears interest at the rate of 4% per annum, which interest is accrued and payable on the maturity date of the
S&C Convertible Note, December 31, 2013. As long as the S&C Convertible Note remains outstanding and not fully paid, the
holder has the right, but not the obligation, to convert all or any portion of the aggregate outstanding principal amount of the
S&C Convertible Note, together with all or any portion of the accrued and unpaid interest into that number of shares, subject
to certain terms and conditions, of our common stock equal to the amount of the converted indebtedness divided by $0.10 per share.
In the event of default, as defined in the S&C Convertible Note agreement, the annual interest rate increases to 10% and is
due on demand. Certain events of default will result in all sums of principal and interest then remaining unpaid immediately due
and payable, upon demand of the holder.



Pursuant to the terms of the S&C Restructuring
Agreement, the Company issued S&C a Series E Stock Purchase Warrant (the “Series E Warrant”) allowing the holder
to purchase up to 1,000,000 shares of the Company’s common stock at a purchase price of $0.10 per share through December
31, 2016. The Series E Warrant includes a “cashless exercise” provision.



Mr. Joseph Sierchio, a non-employee director
and a major shareholder of the Company, is the managing partner of S&C.



The Company first allocated the fair value
of the liability between the S&C Convertible Note and the Series E Warrants based upon their relative fair values. The estimated
fair value of the Series E Warrants issued with the note of $97,869 was calculated using the Black-Scholes option pricing model
and the following assumptions: market price of common stock - $0.10 per share; estimated volatility – 216.5%; risk free
interest rate - 0.72%; expected dividend rate - 0% and expected life – 4.5 years. This resulted in allocating $68,266 to
the Series E Warrants and $157,422 to the S&C Convertible Note.



The intrinsic value of the beneficial
conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the note
and the total price to convert based on the effective conversion price. The calculated intrinsic value was $68,266. The resulting
$68,266 discount to the note is being accreted over the 18 month term of the note using the effective interest method.



During the three months ended June 30,
2012, the Company recognized $17 of interest expense related to this S&C Convertible Note and $42 of accretion related to
the debt discount. The remaining debt discount of $136,490 will be amortized through December 31, 2013.



Strategic Convertible Note



On June 30, 2012, the Company entered
into a debt restructuring agreement (the “Strategic Restructuring Agreement”) with Strategic Edge, LLC (“Strategic”),
to restructure the $145,000 owed to Strategic for consulting services rendered to the Company from January 1, 2011 through June
30, 2012, and issued a convertible promissory note in the amount of $145,000 to Strategic (the “Strategic Convertible Note”).
The Strategic Convertible Note bears interest at the rate of 4% per annum, which interest is accrued and payable on the maturity
date of the Strategic Convertible Note, December 31, 2013. As long as the Strategic Convertible Note remains outstanding and not
fully paid, the holder has the right, but not the obligation, to convert all or any portion of the aggregate outstanding principal
amount of the Strategic Convertible Note, together with all or any portion of the accrued and unpaid interest into that number
of shares, subject to certain terms and conditions, of the Company’s common stock equal to the amount of the converted indebtedness
divided by $0.10 per share. In the event of default, as defined in the Strategic Convertible Note agreement, the annual interest
rate increases to 10% and is due on demand. Certain events of default will result in all sums of principal and interest then remaining
unpaid immediately due and payable, upon demand of the holder.



12







Pursuant to the terms of the Strategic
Restructuring Agreement, the Company issued Strategic a Series E Warrant allowing the holder to purchase up to 1,000,000 shares
of the Company’s common stock at a purchase price of $0.10 per share through December 31, 2016. The Series E Warrant includes
a “cashless exercise” provision.



Mr. Meetesh Patel, the Company’s
President and Chief Executive Officer, an employee director and a major shareholder of the Company’s, is the sole shareholder
of Strategic.



The Company first allocated the fair value
of the liability between the Strategic Convertible Note and the Series E Warrants based upon their relative fair values. The estimated
fair value of the Series E Warrants issued with the Strategic Convertible Note of $97,869 was calculated using the Black-Scholes
option pricing model and the following assumptions: market price of common stock - $0.10 per share; estimated volatility –
216.5%; risk free interest rate - 0.72%; expected dividend rate - 0% and expected life – 4.5 years. This resulted in allocating
$58,431 to the Series E Warrants and $86,569 to the Strategic Convertible Note.



The intrinsic value of the beneficial
conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the Strategic
Convertible Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $58,431.
The resulting $58,431 discount to the Strategic Convertible Note is being accreted over the 18 month term of the Strategic Convertible
Note using the effective interest method.



During the three months ended June 30,
2012, the Company recognized $9 of interest expense related to the Strategic Convertible Note and $35 of accretion related to
the debt discount. The remaining debt discount of $116,981 will be amortized through December 31, 2013.



NOTE 6. STOCKHOLDERS’ DEFICIT



Common Stock



From February through June 2012, the
Company conducted a private placement of units of its securities at a purchase price or $0.20 per unit. Each unit consists
of: (i) one share of its common stock, $0.00001 par value per share; and (ii) one-half of one Series D Stock Purchase Warrant
(the “Series D Warrants”). Each full Series D Warrant entitles the holder thereof to purchase one additional
share of common stock at a price of $0.30 for a period commencing on the date of issuance and terminating on December 31,
2013. As of the termination date of the offering, the Company sold 335,000 units for gross proceeds of $67,000. The Company
issued 335,000 shares of its common stock, and Series D Warrants to purchase up to 167,500 shares of common stock at an
exercise price of $0.30 per share to the investors having subscribed for the units. The relative fair value of
the warrant’s was not significant. This offering was conducted in reliance upon exemptions afforded to the Company by,
but not limited to, the provisions of Section 4(2) of the 1933 Act and Regulation D as promulgated by the SEC under the 1933
Act.



Warrants



On December 29, 2011, the date of the
merger, Ceres Ventures had Series B Stock Purchase Warrants (the “Series B Warrants”) outstanding to purchase 400,000
shares of common stock at an exercise price of $1.50 per share. All the Series B Warrants expired on May 19, 2012, unexercised.



As part of the November 2010 - May 2011
private placement, BluFlow issued a total of 4,582,500 Series C Warrants.



As part of the February – June 2012
private placement, Ceres Ventures issued a total of 167,500 Series D Warrants.



On June 30, 2012, pursuant to the terms
of the S&C Restructuring Agreement and Strategic Restructuring Agreement, both as discussed further in “Note 5: Convertible
Promissory Notes”, the Company issued to each of S&C and Strategic a Series E Warrant allowing each of the holders
to purchase up to 1,000,000 shares of the Company’s common stock at a purchase price of $0.10 per share through December
31, 2016. The Series E Warrant includes a “cashless exercise” provision.



13







The Company estimated the fair value of
the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:



|                                                |  | Series C Warrants |                   |   | Series D Warrants |   |                   | Series E Warrants | 
|----------------------------------------------- |  | ----------------- | ----------------- | - | ----------------- | - | ----------------- | ----------------- | 
|Number of warrants issued                       |  |                   | 4,582,500         |   |                   |   | 167,500           |                   | 
|Exercise price                                  |  | $                 | 0.16              |   |                   | $ | 0.30              |                   | 
|Black-Scholes option pricing model assumptions: |  |                   |                   |   |                   |   |                   |                   | 
|Risk-free interest rate                         |  |                   | 0.60              | % |                   |   | 0.23              | %                 | 
|Expected term (in years)                        |  |                   | 1.8               |   |                   |   | 1.6               |                   | 
|Expected volatility (*)                         |  |                   | 152.86            | % |                   |   | 267.38            | %                 | 
|Dividend per share                              |  | $                 | 0                 |   |                   | $ | 0                 |                   | 
|Expiration date                                 |  |                   | December 31, 2012 |   |                   |   | December 31, 2013 |                   | 



* As a newly formed entity
it is not practicable for it to estimate the expected volatility of its share price. The Company selected two comparable public
companies listed on OTC Markets Group Inc. QB tier engaged in similar activities to calculate the expected volatility. The Company
calculated the comparable companies’ historical volatility over the expected life and averaged them as its expected volatility.



The following table summarizes warrant
activity during the six months ended June 30, 2012:



|                                 |  | Number of Warrants |           |   | Weighted Average
    Exercise Price per Share |  
|-------------------------------- |  | ------------------ | --------- | - | --------------------------------------------- | -
|Outstanding at December 31, 2011 |  |                    | 4,982,500 |   |                                               | $
|Expired                          |  |                    | (400,000  | ) |                                               | $
|Granted                          |  |                    | 2,167,500 |   |                                               | $
|Outstanding at June 30, 2012     |  |                    | 6,750,000 |   |                                               | $



NOTE 7. SHARED BASED COMPENSATION



On December 29, 2011, the Company approved
the 2011 Long-Term Stock Incentive Plan (the “2011 Plan”), pursuant to which the Board is authorized to grant up to
10,000,000 shares of the Company’s common stock, which have been reserved for issuance. The 2011 Plan has not yet been approved
by the Company’s stockholders.



In accordance with the 2011 Plan, shares
issued may be either authorized but unissued shares, treasury shares or any combination of these shares. Additionally, the 2011
Plan permits the reuse or reissuance of shares of common stock which were canceled, expired, forfeited or, in the case of stock
appreciation rights (“SARs”), paid out in the form of cash. Awards include non-qualified and incentive stock options,
stock appreciation rights, restricted stock, other stock-based awards, and performance-based compensation awards, any or all of
which may be subject to time-based or performance-based vesting requirements. The compensation committee has the discretionary
authority to determine the type, vesting requirements, and size of an award with a maximum of 2,000,000 shares to be granted to
any participate in any plan year. As of June 30, 2012, 9,505,000 shares remain available for issuance pursuant to the 2011 Plan.



14







The table below summarizes the Company’s
stock option activities through June 30, 2012:



|                                 |  | Number of Options |         |  | Weighted Average
    Exercise Price per Share |   |       | Weighted Average 
    Remaining  Contractual Life |  |  | Aggregate Intrinsic Value | 
|-------------------------------- |  | ----------------- | ------- |  | --------------------------------------------- | - | ----- | ------------------------------------------------- |  |  | ------------------------- | 
|Outstanding at December 31, 2011 |  |                   | 360,000 |  |                                               | $ | 0.083 |                                                   |  |  |                           | 
|Granted                          |  |                   | -       |  |                                               |   |       |                                                   |  |  |                           | 
|Exercised                        |  |                   | -       |  |                                               |   |       |                                                   |  |  |                           | 
|Cancelled or expired             |  |                   | -       |  |                                               |   |       |                                                   |  |  |                           | 
|Outstanding at June 30, 2012     |  |                   | 360,000 |  |                                               | $ | 0.083 |                                                   |  |  | 9.27                      | 
|Exercisable at June 30, 2012     |  |                   | 120,000 |  |                                               | $ | 0.083 |                                                   |  |  | 9.27                      | 



The Company recorded $709 ($nil) and $1,096
($nil) in stock option compensation expense for the three and six month period ended June 30, 2012 and 2011, respectively, as
research and development expenses. An estimated $1,708 will be expensed over the remaining vesting period of 1 year.



Restricted Stock



The table below summarizes the Company’s
restricted stock activities through June 30, 2012:



|                               |  | Number of Restricted
Shares |          |   | Weighted Average Grant
    Date Fair Value |  
|------------------------------ |  | --------------------------- | -------- | - | ------------------------------------------ | -
|Nonvested at December 31, 2011 |  |                             | 270,000  |   |                                            | $
|Granted                        |  |                             | -        |   |                                            |  
|Vested                         |  |                             | (135,000 | ) |                                            |  
|Cancelled or expired           |  |                             | -        |   |                                            |  
|Nonvested at June 30, 2012     |  |                             | 135,000  |   |                                            | $



The Company recorded $1,140 ($6,466) and
$2,622 and ($6,466) in restricted stock compensation expense for the three and six month periods ended June 30, 2012 and 2011,
respectively. An estimated $6,776 will be expensed over the remaining vesting period of .95 years.



NOTE 8. RELATED PARTY TRANSACTIONS



The Company was provided legal services
by a law firm of which one of the Company’s directors and major shareholders is a managing partner. The Company recorded
$24,000 ($70,637) and $48,000 ($112,100) for these services for the three and six month periods ended June 30, 2012 and 2011,
respectively.



On June 30, 2012, the Company entered
into a debt restructuring agreement (the “S&C Restructuring Agreement”) with Sierchio & Company, LLP (“S&C”),
to restructure the $225,688 owed to S&C for legal services rendered to the Company from inception through June 30, 2012, and
issued a convertible promissory note in the amount of $225,688 to S&C (the “S&C Convertible Note”). The S&C
Convertible Note bears interest at the rate of 4% per annum, which interest is accrued and payable on the maturity date of the
S&C Convertible Note, December 31, 2013. For further details see “Note 5 – Convertible Promissory Notes”.



On June 30, 2012, the Company entered
into a debt restructuring agreement (the “Strategic Restructuring Agreement”) with Strategic Edge,
LLC (“Strategic”), to restructure the $145,000 owed to Strategic for consulting services rendered to the Company
from January 1, 2011 through June 30, 2012, and issued a convertible promissory note in the amount of $145,000 to Strategic
(the “Strategic Convertible Note”). The Strategic Convertible Note bears interest at the rate of 4% per annum,
which interest is accrued and payable on the maturity date of the Strategic Convertible Note, December 31, 2013. For further
details see “Note 5 – Convertible Promissory Notes”.



NOTE 9. SUBSEQUENT EVENTS



The Company has evaluated all events that occurred after the
balance sheet through the date when the financial statements were issued for possible adjustment to the financial statements or
disclosures. Management of the Company determined that there were no reportable subsequent events to be disclosed.



15







Item 2. Management’s Discussion and Analysis of Financial
Conditions and Results of Operations



Forward-Looking Statements



Except for the historical information presented in this
document, the matters discussed in this Form 10-Q (this “Form 10-Q”) for the quarter ended June 30, 2012, contain
forward-looking statements which involve assumptions and our future plans, strategies, and expectations. These statements are
generally identified by the use of words such as “may,” “will,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” or “project” or the
negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith
and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.



Such forward-looking statements include statements regarding,
among other things, (a) the potential markets for our technologies, our potential profitability, and cash flows (b) our growth
strategies (c) expectations from our ongoing research and development activities (d) anticipated trends in the technology industry
(e) our future financing plans and (f) our anticipated needs for working capital. This information may involve known and unknown
risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different
from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements
may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as
well as in this Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements
as a result of various factors, including, without limitation, the matters described in this Form 10-Q generally. In light of
these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in
fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material
information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made,
not misleading.



Although forward-looking statements in this report reflect
the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business,
economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these
forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only
as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event
or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers
are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange
Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition,
results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions
prove incorrect our actual results may vary materially from those expected or projected.



Except where the context otherwise requires and for purposes
of this 10-Q only, “we,” “us,” “our,” “Company,” “our Company,” and
“Ceres” refer to Ceres Ventures, Inc., a Nevada corporation, and its consolidated subsidiary.



Overview



The following discussion and analysis of our financial condition
and results of operations (“MD&A”) should be read in conjunction with our consolidated financial statements
and the accompanying notes to the consolidated financial statements included in this Form 10-Q.



The MD&A is based on our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation
of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities
and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions.



16







Background



We were incorporated in the State of Nevada
on July 25, 2001, under the name “Enterprise Technologies, Inc.,” we changed our name to Ceres Ventures, Inc. on November
21, 2011. The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiary
BluFlow Technologies, Inc. (“BluFlow”). BluFlow was incorporated on October 14, 2010, in the State of Delaware.



Prior to our acquisition of BluFlow we
had been a “shell company,” as that term is defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities
Act”) and had initiated our search for a commercially viable business. In order to facilitate our efforts, on November
21, 2011, we changed our name to Ceres Ventures, Inc. and implemented a one-for-fifty reverse share consolidation (the “Reverse
Split”). The Reverse Split was declared effective by the Financial Industry Regulatory Authority (“FINRA”)
on December 12, 2011. All shares and share prices have been retroactively changed to reflect the Reverse Split.



Reverse Merger



On December 29, 2011, Ceres Ventures,
Inc. entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with BluFlow,
a privately held Delaware corporation, and Ceres Ventures Acquisition Corp., Ceres Ventures, Inc.’s newly formed, wholly-owned
Delaware subsidiary (“Acquisition Sub”), pursuant to which BluFlow merged with and into Acquisition Sub, with
BluFlow as the surviving entity, causing BluFlow to become a wholly-owned subsidiary (the “Reverse Merger”).
The Reverse Merger was completed in order to obtain access to public markets for financing for the Company’s patented BluFlow
Treatment SystemTM.



Results of Operations



Three and Six Months Ended June 30, 2012 and 2011



Operating Expenses



Below is a summary of our operating expense
for the three and six months ended June 30, 2012 and 2011:



17







|                                       |  | For the Three Months Ended |        |   |               |   |         |          | 
|-------------------------------------- |  | -------------------------- | ------ | - | ------------- | - | ------- | -------- | 
|                                       |  | June 30, 2012              |        |   | June 30, 2011 |   |         | $ Change | 
|                                       |  |                            |        |   |               |   |         |          | 
|COSTS AND OPERATING EXPENSES           |  |                            |        |   |               |   |         |          | 
|Research and development               |  | $                          | (8,439 | ) |               | $ | 40,737  |          | 
|Investor relations and marketing       |  |                            | 4,178  |   |               |   | 1,437   |          | 
|Director and management fees           |  |                            | 36,028 |   |               |   | 34,170  |          | 
|Professional fees                      |  |                            | 39,001 |   |               |   | 68,887  |          | 
|Travel, office and facilities expenses |  |                            | 18,094 |   |               |   | 15,109  |          | 
|Costs and operating expenses           |  | $                          | 88,862 |   |               | $ | 160,340 |          | 
|OTHER EXPENSE                          |  |                            |        |   |               |   |         |          | 
|Interest expense                       |  |                            | 1,270  |   |               |   | 247     |          | 
|NET LOSS                               |  | $                          | 90,132 |   |               | $ | 160,587 |          | 



|                                       |  | For the Six Months Ended |         |  |               |   |         |          | 
|-------------------------------------- |  | ------------------------ | ------- |  | ------------- | - | ------- | -------- | 
|                                       |  | June 30, 2012            |         |  | June 30, 2011 |   |         | $ Change | 
|                                       |  |                          |         |  |               |   |         |          | 
|COSTS AND OPERATING EXPENSES           |  |                          |         |  |               |   |         |          | 
|Research and development               |  | $                        | 20,153  |  |               | $ | 81,474  |          | 
|Investor relations and marketing       |  |                          | 10,750  |  |               |   | 4,172   |          | 
|Director and management fees           |  |                          | 72,011  |  |               |   | 59,179  |          | 
|Professional fees                      |  |                          | 63,188  |  |               |   | 112,100 |          | 
|Travel, office and facilities expenses |  |                          | 20,152  |  |               |   | 24,866  |          | 
|Costs and operating expenses           |  | $                        | 186,254 |  |               | $ | 281,791 |          | 
|OTHER EXPENSE                          |  |                          |         |  |               |   |         |          | 
|Interest expense                       |  |                          | 2,833   |  |               |   | 487     |          | 
|NET LOSS                               |  | $                        | 189,087 |  |               | $ | 282,278 |          | 



We are still in the development stage
and have no revenues to date.



During the three and six months ended
June 30, 2012 and 2011, we had a net loss of $90,132, $189,087 and $160,587, $282,278, respectively; explanations for the decrease
in our net loss of $93,191 for the six month period are included below.



Research and Development:



The $49,176 and $61,321 decrease in research
and development costs for the three and six months ended June 30, 2012, compared to June 30, 2011, is primarily due to changing
our research and development service provider to a lower cost provider.



Investor Relations and Marketing



The $2,741 and $6,578 increase in investor
relations and marketing expenses for the three and six months ended June 31, 2012, compared to June 30, 2011, is primarily due
to increased filing fees as we are now a public company as a result of the completion of the December 29, 2011 Reverse Merger
and our payment for the distribution of press releases.



Director and Management Fees



The increase of $1,858 and $12,832 in
director and management fees during the three and six months ended June 30, 2012, compared to June 30, 2011, is primarily due
to hiring a chief financial officer and increasing the compensation of our president.



18







Professional Fees



The decrease in professional fees of $29,886
and $48,912 for the three and six months ended June 30, 2012, compared to June 30, 2011, is primarily due to decreased legal fees
as a result of negotiating a flat monthly rate with our legal counsel.



Travel, Office and Facilities Expenses



The $2,985 increase and $4,714 decrease
in travel, office and facilities expenses for the three and six ended June 30, 2012, compared to June 30, 2011, is primarily due
increased travel expenses for the three month period, but less travel expenses for the six month period.



Liquidity and Capital Resources



We have incurred cumulative losses of $811,543 from inception
through June 30, 2012, and do not have positive cash flows from operating activities. We face all the risks common to companies
that are relatively new, including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain
revenue streams, and difficulties in managing growth. These conditions raise substantial doubt about our ability to continue as
a going concern. Management recognizes that in order to meet our capital requirements, and continue to operate, additional financing
will be necessary. We expect to raise additional funds through private or public equity investments in order to expand the range
and scope of our business operations. We will seek access to private or public equity but there is no assurance that such additional
funds will be available for us to finance our operations on acceptable terms, if at all. If we are unable to raise additional
capital or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.



Our principal source of liquidity is cash in the bank. At June
30, 2012, we had cash and cash equivalents of $28,520. We have financed our operations primarily from funds received pursuant
to the BluFlow Offering and the Ceres Offering, as further described below.



Net cash used in operating activities was $88,920 for the six
months ended June 30, 2012, compared to $110,323 for the six months ended June 30, 2011. The increase/decrease in cash used in
operating activities is further described above.



Ceres Offering



During 2012, we sold 335,000 units of
our securities at a price of $0.20 per unit for gross receipts of $67,000. Each unit consisted of one share of common stock, $0.00001
par value per share and one-half of one Series D Stock Purchase Warrant (each a “Series D Warrant”). Each Series
D Warrant entitled the holder to purchase one additional share of common stock at an exercise price of $0.30 per share, expiring
on December 31, 2013. We issued 335,000 shares of common stock and Series D Warrants to purchase up to 167,500 shares of our common
stock.



Convertible Notes Payable–



During 2012, we negotiated the conversion
of accounts payable amounting to $370,688 into convertible notes payable which are due on December 31, 2013.



Sidhu Convertible Note



On May 20, 2011, we issued a one year
convertible promissory note in the amount of $100,000 to Mr. Jeet Sidhu (the “Sidhu Convertible Note”), one
of our non-employee directors. The Sidhu Convertible Note bears interest at the rate of 8.5% per annum, which interest is accrued
and payable on the maturity date of the Sidhu Convertible Note. As long as the Sidhu Convertible Note remains outstanding and
not fully paid, the holder has the right, but not the obligation, to convert all or any portion of the aggregate outstanding principal
amount of the Sidhu Convertible Note, together with all or any portion of the accrued and unpaid interest into that number of
shares, subject to certain terms and conditions, of our common stock equal to the amount of the converted indebtedness divided
by $0.50 per share (after giving effect to the Reverse Split). In the event of default, as defined in the Sidhu Convertible Note
agreement, the annual interest rate increases to 10% and is due on demand. Certain events of default will result in all sums of
principal and interest then remaining unpaid immediately due and payable, upon demand of the holder. The issuance of the Sidhu
Convertible Note did not result in a beneficial conversion feature.



19







Pursuant to an amendment dated December
29, 2011, the Sidhu Convertible Note is payable as follows: (a) $50,000 plus accrued and unpaid interest thereon on or before
January 31, 2012, and (b) the balance of $50,000 plus accrued and unpaid interest thereon on or before April 30, 2012. On January
31, 2012, we paid $50,000 of the outstanding balance (plus $3,086 of accrued and unpaid interest) of the Sidhu Convertible Note;
on April 29, 2012, we amended the Sidhu Convertible Note so that the final payment is due on June 30, 2012.



Through June 30, 2012, interest expense
of $4,518 was payable to Mr. Sidhu related to the Sidhu Convertible Note.



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements.



Recently Issued and Adopted Accounting
Pronouncements



We review new accounting standards as
issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable
to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards
will have a significant impact on our consolidated financial statements.



Item 4. Controls and Procedures



Disclosure Controls and Procedures



(a) Evaluation of Disclosure Controls and Procedures



Under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act, as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded as of June 30, 2012, that our disclosure controls and procedures were effective such that the information
required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.



(b) Changes in internal controls



There were no changes in our internal control over financial
reporting during the three months ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.



20







PART II – OTHER INFORMATION



Item 1. Legal Proceedings



As of the date of this report, we are
not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar
proceedings. In addition, management is not aware of any known litigation or liabilities involving the operators of our properties
that could affect our operations. Should any liabilities incur in the future, they will be accrued based on management’s
best estimate of the potential loss. As such, there is no adverse effect on our financial position, results of operations or cash
flow at this time. Furthermore, we do not believe that there are any proceedings to which any of our directors, officers, or affiliates,
any owner of record of the beneficially or more than five percent of our common stock, or any associate of any such director,
officer, affiliate, or security holder is a party adverse or has a material interest adverse to us.



Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds



None.



Item 3. Defaults Upon Senior Securities



None.



Item 5. Other Information



None.



Item 6. Exhibits



Exhibit Index



|Exhibit No. |  | Description of Exhibit                                                                                                                                        
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                               
|2.1         |  | Agreement and Plan of Merger between Ceres Ventures, Inc., Ceres Ventures Acquisition Corp. and BluFlow Technologies,
    Inc., dated December 29, 2011 (1)   
|            |  |                                                                                                                                                               
|2.2         |  | Certificate of Merger (1)                                                                                                                                     
|            |  |                                                                                                                                                               
|3.1         |  | Amended and Restated Articles of Incorporation (2)                                                                                                            
|            |  |                                                                                                                                                               
|3.2         |  | By Laws (2)                                                                                                                                                   
|            |  |                                                                                                                                                               
|3.3         |  | Certificate of Amendment to the Articles of Incorporation (3)                                                                                                 
|            |  |                                                                                                                                                               
|3.4         |  | Certificate of Change (3)                                                                                                                                     
|            |  |                                                                                                                                                               
|4.1         |  | Form of Subscription Agreement+                                                                                                                               
|            |  |                                                                                                                                                               
|4.2         |  | Form of Series B Stock Purchase Warrant (2)                                                                                                                   
|            |  |                                                                                                                                                               
|4.3         |  | Form of Series C Stock Purchase Warrant (1)                                                                                                                   
|            |  |                                                                                                                                                               
|4.4         |  | Form of Series D Stock Purchase Warrant+                                                                                                                      
|            |  |                                                                                                                                                               
|4.5         |  | Form of Series E Stock Purchase Warrant+                                                                                                                      
|            |  |                                                                                                                                                               
|10.1        |  | Restated 8.5% Convertible Promissory Note in the principal amount of $100,000 dated May 20, 2011, between J. Sidhu and
    PhytoMedical Technologies, Inc. (4)



21







|10.2  |  | Amendment No. 1 dated July 14, 2011, to the Promissory Note in the principal amount of $100,000 dated
    May 20, 2011, between J. Sidhu and PhytoMedical Technologies, Inc. (5)           
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                            
|10.3  |  | Amendment No. 2 dated December 29, 2011, to the Promissory Note in the principal amount of $100,000 dated May 20, 2011,
    between Jeet Sidhu and PhytoMedical Technologies, Inc. (1)     
|      |  |                                                                                                                                                                                            
|10.4  |  | Redacted Letter of Intent dated May 11, 2010, between Appeal Capital Corp. and the Regents of the University of California
    (1) (6)                                                     
|      |  |                                                                                                                                                                                            
|10.5  |  | Redacted Asset Purchase Agreement dated October 20, 2010, between Appeal Capital Corp, and AcquaeBlu Corp. (1) (6)                                                                         
|      |  |                                                                                                                                                                                            
|10.6  |  | 8% Non-Negotiable Promissory Note dated October 20, 2010, in the original principal amount of $12,000 issued t0 Appeal
    Capital Corp. (1)                                               
|      |  |                                                                                                                                                                                            
|10.7  |  | Redacted Consent of Substitution of Party dated October 21, 2010, between Appeal Capital Corp., Nascent Water Technologies,
    Inc. and the Regents of the University of California(1) (6)
|      |  |                                                                                                                                                                                            
|10.8  |  | Redacted Amendment No. 1 to Letter of Intent dated September 10, 2010, between Nascent Water Technologies, Inc. and the
    Regents of the University of California(1) (6)                 
|      |  |                                                                                                                                                                                            
|10.9  |  | Redacted Amendment No. 2 to Letter of Intent dated December 7, 2010, between Nascent Water Technologies, Inc. and the
    Regents of the University of California(1) (6)                   
|      |  |                                                                                                                                                                                            
|10.10 |  | Redacted Amendment No. 3 to Letter of Intent dated May 5, 2011, between Nascent Water Technologies, Inc. and the Regents
    of the University of California (1) (6)                       
|      |  |                                                                                                                                                                                            
|10.11 |  | Redacted Research Agreement dated December 9, 2010, between Nascent Water Technologies, Inc. and the Regents of the University
    of California (1) (6))                                  
|      |  |                                                                                                                                                                                            
|10.12 |  | Redacted Service Agreement dated July 7, 2011, between BluFlow Technologies, Inc. and Applied Power Concepts, Inc. (1)
    (6)                                                             
|      |  |                                                                                                                                                                                            
|10.13 |  | Redacted Exclusive License Agreement dated October 10, 2011, between BluFlow Technologies, Inc. and the Regents of the
    University of California (1) (6)                                
|      |  |                                                                                                                                                                                            
|10.14 |  | Rayat Settlement Agreement dated December 29, 2011 (1)                                                                                                                                     
|      |  |                                                                                                                                                                                            
|10.15 |  | Sidhu Settlement Agreement dated December 29, 2011 (1) (6)                                                                                                                                 
|      |  |                                                                                                                                                                                            
|10.16 |  | S&C Settlement Agreement dated December 29, 2011 (1) (6)                                                                                                                                   
|      |  |                                                                                                                                                                                            
|10.17 |  | At-Will Consulting Agreement dated December 29, 2011, between Ceres Ventures, Inc. and Meetesh Patel (1)                                                                                   
|      |  |                                                                                                                                                                                            
|10.18 |  | At-Will Consulting Agreement dated December 29, 2011, between Ceres Ventures, Inc. and Janet Bien (1)                                                                                      
|      |  |                                                                                                                                                                                            
|10.19 |  | Debt Restructuring Agreement dated June 30, 2012, between Ceres Ventures, Inc. and Sierchio & Company, LLP+                                                                                
|      |  |                                                                                                                                                                                            
|10.20 |  | 4% Non Negotiable Convertible Promissory Note dated June 30, 2012 in the principal amount of $223,537 dated June 30, 2012,
    between Sierchio & Company, LLP and Ceres Ventures, Inc.+   



22







|10.21   |  | Debt Restructuring Agreement dated June 30, 2012, between Ceres Ventures, Inc. and Strategic Edge,
    LLC+                                                                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                           
|10.22   |  | 4% Non Negotiable Convertible Promissory Note dated June 30, 2012 in the principal amount of $144,999.96 dated June 30,
    2012, between Strategic Edge, LLC and Ceres Ventures, Inc.+   
|        |  |                                                                                                                                                                                           
|21.1    |  | List of Subsidiaries of Ceres Ventures, Inc. (1)                                                                                                                                          
|        |  |                                                                                                                                                                                           
|31.1    |  | Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+    
|        |  |                                                                                                                                                                                           
|31.2    |  | Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+    
|        |  |                                                                                                                                                                                           
|32.1    |  | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
|        |  |                                                                                                                                                                                           
|99.1    |  | Ceres Ventures, Inc. 2011 Long-Term Incentive Plan (1)                                                                                                                                    
|        |  |                                                                                                                                                                                           
|101.INS |  | Instance Document (7)                                                                                                                                                                     
|        |  |                                                                                                                                                                                           
|101.SCH |  | Taxonomy Extension Schema (7)                                                                                                                                                             
|        |  |                                                                                                                                                                                           
|101.CAL |  | Taxonomy Extension Calculation Linkbase (7)                                                                                                                                               
|        |  |                                                                                                                                                                                           
|101.DEF |  | Taxonomy Extension Definition Linkbase (7)                                                                                                                                                
|        |  |                                                                                                                                                                                           
|101.LAB |  | Taxonomy Extension Label Linkbase (7)                                                                                                                                                     
|        |  |                                                                                                                                                                                           
|101.PRE |  | Taxonomy Extension Presentation Linkbase (7)                                                                                                                                              






+ Filed herewith



(1) Incorporated by reference to the Form 8-K filed
by Ceres Ventures, Inc. on January 5, 2012.



(2) Incorporated by reference to the Form S-1/A
filed by Ceres Ventures, Inc. on April 26, 2010.



(3) Incorporated by reference to the Form 8-K filed
by Ceres Ventures, Inc. on November 29, 2011.



(4) Incorporated by reference to the Form 8-K filed
by Ceres Ventures, Inc. on May 25, 2011.



(5) Incorporated by reference to the Form 8-K filed
by Ceres Ventures, Inc. on July 18, 2011.



(6) Portions of this exhibit have previously been
redacted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.



(7) To be filed by Amendment.



23







SIGNATURES



Pursuant to the requirements of Sections 13 or 15(d) of the
Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|Ceres Ventures, Inc.
|--------------------
|(Registrant)        
|                    
|August 14, 2012     
|                    
|                    
|                    



24