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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549

Form 20-F

(Mark One)

REGISTRATION STATEMENT PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934      For the fiscal year
ended July 31, 2007

OR

TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

SHELL COMPANY REPORTED PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event
requiring this shell company report
For the transition period from ______ to ______
Commission
file number: 0001040368

ADVANCED PROTEOME THERAPEUTICS
CORPORATION(Exact name of Registrant as specified in its
charter)

ADVANCED PROTEOME THERAPEUTICS
CORPORATION(Translation of Registrant's name into English)

British Columbia(Jurisdiction of incorporation or organization)

BioSquare, 650 Albany Street, Suite 113 Boston,
Massachusetts 02118(Address of principal executive offices)

Securities registered or to be registered pursuant to Section
12(b) of the Act. Title of Each Class Name of Each Exchange on Which
Registered

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Securities registered or to be registered pursuant to Section
12(g) of the Act .

Common Shares, no par value(Title of Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act. None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report. 56,167,714

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.  Yes  No X

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1933.

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 is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act. (Check one): Large accelerated filer   Accelerated filer
  Non-accelerated filer X

Indicate by check mark which financial statement item the
registrant has elected to follow.  Item 17 X Item 18

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 if the Exchange Act).
 Yes No X

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING
DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.  Yes No

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PART I

Item 1. Identity of Directors, Senior Management and
Advisers

As the Company is filing this Form 20-F as an annual report, it is
not required to provide information under Item 1.

Item 2. Offer Statistics and Expected Timetable

As the Company is filing this Form 20-F as an annual report, it is
not required to provide information under Item 2.

Item 3. Key Information

A.Selected financial
data.

The following table sets forth selected financial
data regarding our consolidated operating results and financial position. The
data has been derived from our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
Canada (Canadian GAAP). For reconciliation to accounting principles generally
accepted in the United States (U.S. GAAP), see applicable notes to the
Consolidated Financial Statements as at July 31, 2007 and 2006 and for the years
ended July 31, 2007, 2006, and 2005. The financial data as at July 31, 2004 and 2003 and for the years ended July 31, 2004 and 2003 have been derived
from our audited consolidated financial statements not included in this Annual
Report. The following selected financial data is qualified in its entirety by,
and should be read in conjunction with, the consolidated financial statements
and notes thereto included elsewhere in this Annual Report. The selected
financial data is expressed in United States dollars.

The Company has conducted its business in the present form since
it completed the business combination effective October 25, 2006 which is
described in Item 4.A -History and development of the company, and,
accordingly, selected financial data for the Company since such date gives
effect to the performance of its 56%-owned operating Delaware subsidiary.

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|                                  |  | **US$**           |            |  |                         |            |  |  |            |  |   |            |   |   |           
|--------------------------------- |  | ----------------- | ---------- |  | ----------------------- | ---------- |  |  | ---------- |  | - | ---------- | - | - | ----------
|                                  |  | **Balance sheet** |            |  | **Year ended July 31,**
|                                  |  |                   | 2007       |  |                         | 2006       |  |  | 2005       |  |   | 2004       |   |   | 2003      
|                                  |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|Total Assets                      |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|Canadian GAAP                     |  |                   | 1,616,400  |  |                         | 310,365    |  |  | 196,132    |  |   | 730,603    |   |   | 836,226   
|US GAAP                           |  |                   | 1,368,753  |  |                         | 310,365    |  |  | 196,132    |  |   | 730,603    |   |   | 836,226   
|Long-term Obligations             |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|Canadian GAAP                     |  |                   | -          |  |                         | -          |  |  | -          |  |   | 150,463    |   |   | -         
|US GAAP                           |  |                   | -          |  |                         | -          |  |  | -          |  |   | 150,463    |   |   | -         
|Total Liabilities                 |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|Canadian GAAP (2)                 |  |                   | 174,205    |  |                         | 88,885     |  |  | 137,192    |  |   | 3,299,983  |   |   | 3,340,098 
|US GAAP (2)                       |  |                   | 174,205    |  |                         | 88,885     |  |  | 137,192    |  |   | 3,299,983  |   |   | 3,340,098 
|                                  |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|Non-controlling interest          |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|Canadian GAAP                     |  |                   | 538,202    |  |                         | -          |  |  | -          |  |   | -          |   |   | -         
|US GAAP                           |  |                   | 429,187    |  |                         | -          |  |  | -          |  |   | -          |   |   | -         
|                                  |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|Working Capital (Deficiency) (1)  |  |                   | 1,329,490  |  |                         | 29,539     |  |  | 56,072     |  | $ | (2,441,123 | ) | $ | (2,551,245
|                                  |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|Shareholders Equity (Deficiency) |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|                                  |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|Canadian GAAP                     |  |                   | 903,993    |  |                         | 221,480    |  |  | 58,940     |  |   | (2,569,380 | ) |   | (2,503,872
|                                  |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|US GAAP                           |  |                   | 765,361    |  |                         | 221,480    |  |  | 58,940     |  |   | (2,560,380 | ) |   | (2,494,872
|                                  |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|Outstanding Number of **Shares**  |  |                   | 56,167,714 |  |                         | 26,507,297 |  |  | 20,007,297 |  |   | 20,007,297 |   |   | 18,679,000
|                                  |  |                   |            |  |                         |            |  |  |            |  |   |            |   |   |           
|Dividends Declared                |  |                   | Nil        |  |                         | Nil        |  |  | Nil        |  |   | Nil        |   |   | Nil       

(1) Current Assets less Current Liabilities.
..

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|                                      | US$        |                    |   |   |          |   |   |           |   |   |           |   |   |           |   | 
|------------------------------------- | ---------- | ------------------ | - | - | -------- | - | - | --------- | - | - | --------- | - | - | --------- | - | 
|                                      | Operations |                    |   |   |          |   |   |           |   |   |           |   |   |           |   | 
|                                      |            | Year ended July 31
|                                      |            | 2007               |   |   | 2006     |   |   | 2005      |   |   | 2004      |   |   | 2003      |  
|                                      |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|Revenue (1)                          |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|Canadian and US **GAAP**              |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|Product Sales                         | $          | -                  |   | $ | -        |   | $ | 579,275   |   | $ | 683,725   |   | $ | 963,749   |  
|Cost of Sales                         |            | -                  |   |   | -        |   |   | 352,404   |   |   | 426,236   |   |   | 592,897   |  
|Gross Margin                          |            | -                  |   |   | -        |   |   | 226,871   |   |   | 257,489   |   |   | 370,852   |  
|Other Revenue                         |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|Royalty Revenue                       |            | -                  |   |   | -        |   |   | 520,163   |   |   | 1,007,774 |   |   | 1,024,889 |  
|Other Revenue                         |            | 58,933             |   |   | 10,531   |   |   | 25,780    |   |   | 51,848    |   |   | 261,166   |  
|                                      |            | 58,933             |   |   | 10,531   |   |   | 772,814   |   |   | 1,317,111 |   |   | 1,656,907 |  
|                                      |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|                                      |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|Expenses (2)                          |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|Canadian GAAP                         |            | 2,217,365          |   |   | 186,085  |   |   | 1,136,054 |   |   | 1,381,927 |   |   | 2,897,035 |  
|US GAAP                               |            | 2,465,012          |   |   | 186,085  |   |   | 1,136,054 |   |   | 1,381,927 |   |   | 2,897,035 |  
|Asset write-downs **and other costs** |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|Canadian GAAP                         |            | -                  |   |   | -        |   |   | -         |   |   | -         |   |   | 1         |  
|US GAAP                               |            | -                  |   |   | -        |   |   | -         |   |   | -         |   |   | 1         |  
|Non-controlling interest****          |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|Canadian GAAP                         |            | 262,452            |   |   | -        |   |   | -         |   |   | -         |   |   | -         |  
|US GAAP                               |            | 429,187            |   |   | -        |   |   | -         |   |   | -         |   |   | -         |  
|Income (Loss)                         |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|Canadian GAAP                         |            | (1,895,980         | ) |   | (137,454 | ) |   | 2,628,320 |   |   | (65,508   | ) |   | 4,818,993 |  
|                                      |            |                    |   |   | (5       | ) |   | (4        | ) |   |           |   |   | (3        | )
|US GAAP                               |            | (2,034,612         | ) |   | (137,454 | ) |   | 2,628,320 |   |   | (65,508   | ) |   | 4,818,993 |  
|                                      |            |                    |   |   | (5       | ) |   | (4        | ) |   |           |   |   | (3        | )
|Basic and Diluted                     |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|Income (Loss) per **Share**           |            |                    |   |   |          |   |   |           |   |   |           |   |   |           |  
|Canadian GAAP                         | $          | (0.04              | ) | $ | (0.01    | ) | $ | 0.13      |   |   | ($0.003   | ) | $ | 0.26      |  
|US GAAP                               | $          | (0.04              | ) | $ | (0.01    | ) | $ | 0.13      |   |   | ($0.003   | ) | $ | 0.27      |  

|(1) | Certain of the comparative figures were reclassified to
      conform with the presentation for the current year                                                                                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2) | Includes operating expenses, interest expense net of
      interest income and amortization of capital assets, and amortization of
      patent rights                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|(3) | Includes a gain on a settlement of convertible securities
      in the amount of $6,116,246 resulting from our settlement of a $5,950,000
      convertible debenture ($7,564,127 including accrued interest and an equity
      component of $495,381 prior to discharge) for $60,000 in cash, a
      promissory note in the principal amount of $60,000 and the issuance of
      750,000 shares of common stock.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|(4) | Includes a gain on a sale of subsidiary assets in the
    amount of $2,964,808.                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|(5) | Includes a gain on settlement of debt in the amount of $38,100.                                                                                                                                                                                                                                                                                                                                                     

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B.Capitalization and
indebtedness.

As the Company is filing this Form 20-F as an annual report, it is
not required to provide information under Item 3.B.

C.Reasons for the offer and
use of proceeds.

Item 3.C is not applicable to annual reports filed on Form
20-F.

D.Risk factors.

Readers should carefully consider the risks factors
associated with the principal business of the Company as discussed in depth
below. The Companys actual operating results may be very different from those
expected as at the date of this Annual Report. Any investment in securities of
the Company is speculative. In addition to the risks described elsewhere in this
Annual Report, including in the notes to the financial statements attached
hereto, each of, and the cumulative effect of all of, the following risks for
the Company and its operating subsidiary, as well as risks associated with
biotechnology companies in general should be considered, all of which are also
applicable to the Company.

For purposes of these risk factors, APT refers to
the operating subsidiary of the Company, of which approximately 56% is owned by
the Company, and the Company refers to both the Company and its subsidiary
taken together.

APT is establishing a new pharmaceutical
development business and has no developed or approved
products

APT is in the early drug discovery and development
stage and is subject to all of the risks associated with the establishment of a
new business enterprise. As a result, APT's business must be evaluated in light
of the problems, delays, uncertainties and complications encountered in
connection with a newly established pharmaceutical development business.

APT's proposed product technology is currently in the
research and development stage and it has not generated any revenues from
product sales. There is a possibility that none of APT's potential product
technologies will be found to be safe and effective or that it will be unable to
receive necessary regulatory clearances in order to commercialize them. APT's
failure to successfully develop and obtain regulatory approval for potential
products that would have a material adverse effect on APT's business, financial
condition and results of operations.

If APT successfully develops its products, it
may not achieve market acceptance and it may not be able to sell
them

Even if APT develops a safe and effective product and
obtains the necessary regulatory clearances, the process will take years, and by
the time this occurs, because of the competitive and dynamic nature of the drug
development industry, there is a risk that at such time, any such
product:

- will not be economical to market, or will not be marketable
  at prices that will allow APT to achieve
  profitability,

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- will not be successfully marketed or achieve market
  acceptance,
- will not be preferable to existing or newly developed products
  marketed by third parties, or
- will infringe proprietary rights held by third parties now or
  in the future that would preclude APT from marketing any
  such product.

The degree of market acceptance of products developed
by APT, if any, will depend on a number of factors, including the establishment
and demonstration in the medical community of the clinical efficacy and safety
of APT's products and its potential advantage over alternative treatment
methods. There is no assurance that physicians, patients or the medical
community in general will accept and utilize any products that may be developed
by APT. In addition, by the time APT's products, if any, are ready to be
commercialized, what APT believes to be the market for these products may have
changed. Accordingly, these estimates may not accurately reflect the true market
or market prices for such products or the extent to which such products, if
successfully developed, will actually be used by patients. APT's failure to
successfully introduce and market potential products that would have a material
adverse effect on APT's business, financial condition and results of operations.

APT has a limited history and may not achieve
or maintain profitability

APT has a limited operating history on which to base
an evaluation of its business and prospects. As such, APT's business is
essentially dependent on, among other things, its success in commercializing its
product technology. There is no assurance that there will be market acceptance
of APT's product technology. There is no significant historical basis to assess
how APT, as a company whose business involves new and rapidly developing
technologies, will respond to competitive, economic and technological
challenges. If APT fails to meet any of these challenges, its operating results
could suffer.

APT has not generated any revenues and has not yet
achieved profitability and there is no guarantee that APT will be able to
generate revenues or achieve profitability in the future. APT has never paid a
dividend on any class of its shares and does not expect to do so in the
foreseeable future. APT's business and prospects must be considered in light of
the risks, expenses and difficulties frequently encountered by companies in new
and rapidly evolving markets such as healthcare.

APT will have additional future capital needs
and there are uncertainties as to its ability to raise additional
funding

APT anticipates that it will incur substantial
operating expenses in connection with the research, development, testing and
approval of its proposed product technology and expects these expenses to result
in continuing and significant operating losses for the foreseeable future. If
APT is unable to develop, obtain regulatory clearance for, and successfully
commercialize its product technology, it will not be able to significantly
increase revenues or achieve profitable operations. APT cannot predict if
profitability will ever be achieved and, if it is, whether or not it will be
sustainable on a quarterly or an annual basis. Unless APT is able to access the
capital markets, its resources will be limited to cash on hand and any revenues
it is able to generate from corporate collaboration or licensing
Investments.

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In addition, APT's future cash requirements may vary
materially from those now expected. For example, APT's future capital
requirements may increase if:

- it makes faster than expected scientific progress in APT's
  discovery, research and development projects, if it
  expands the magnitude and scope of these activities, or if it modifies its focus as a result of its discoveries,
- its progress with pre-clinical studies or potential clinical
  trials is delayed or it experiences set backs,
- it experiences delays or unexpected increased costs in
  connection with obtaining regulatory approvals,
- it experiences unexpected or increased costs relating to
  preparing, filing, prosecuting, maintaining, defending and
  enforcing patent claims, or
- it is required or elects to develop, acquire or license new
  technologies and products.

APT intends to seek additional funding through
corporate collaborations and licensing Investments, public or private equity or
debt financing, and/or capital lease transactions. However, if APT's projected
research and development activities do not show positive progress, or if capital
market conditions in general or with respect to biotechnology or development
stage companies are unfavorable, APT's ability to obtain additional funding on
acceptable terms, if at all, will be negatively affected. Additional equity
financing could result in significant dilution to APT's shareholders.

If sufficient capital is not available, APT may be
required to delay, reduce the scope of, eliminate or divest of one or more of
its projected discovery, research or development projects, any of which could
have a material adverse effect on APT's business, financial condition, prospects
or results of operations.

We may not be able to continue as a going concern

Our financial statements for the year ended July 31, 2007, which are included in this annual report, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  We have a history of operating losses that are likely to continue in the future. The application of the going concern concept is dependent on the Company's ability to obtain a viable operation and receive continued financial support from its shareholder and from external financing.  There can be no assurances that the Company will be successful in raising additional cash to finance operations or that the continued support of creditors and shareholders will be available.  The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

APT's share price has experienced volatility
and may be subject to fluctuation in the future based on market
conditions

The market prices for the securities of biotechnology
companies have historically been highly volatile. The market has from time to
time experienced significant price and volume fluctuations that are unrelated to
the operating performance of any particular company. In addition, because of the
nature of APT's business, certain factors such as its announcements, competition
from new therapeutic products or technological innovations, government
regulations, fluctuations in its operating results, results of clinical trials,
public concern regarding the safety of drugs generally, general market
conditions and developments in patent and proprietary rights can have an adverse
impact on the market price of APT's common shares.

It is uncertain whether any products APT
develops will receive regulatory approval and changes in regulatory policy could
cause potential delays in receiving approval

The pre-clinical studies and clinical trials of any
products developed by APT and the manufacturing, labeling, sale, distribution,
export or import, marketing, advertising and promotion of any of those products
are subject to regulation by federal, provincial, state and local governmental
authorities, in the United States principally by the Food and Drug
Administration, in Canada by the Therapeutic Products Directorate and by other
similar agencies in other

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countries. Any product developed by APT, if any, must receive all relevant regulatory approvals or clearances before it may be marketed and sold in a particular country. The pre-clinical studies and clinical trials can take many years
and require the expenditure of substantial resources.

In addition to the risk of unfavorable results of APT's research, because the data obtained from APT's pre-clinical and clinical activities could be susceptible to varying interpretations, APT's successful completion of the regulatory
process is uncertain. APT may encounter delays, have limits imposed on it or its product technology or fail to obtain the regulatory approval or clearance required to commercialize its product technology. In addition, delays or rejections may be
encountered based upon changes in regulatory policy during the period of product development and/or the period of review of any application for regulatory approval or clearance for a product. Delays in obtaining regulatory approvals or clearances
would adversely affect the marketing of any products developed by APT, if any, impose significant additional costs on APT, diminish any competitive advantages that APT may otherwise have attained and adversely affect its ability to receive royalties
and generate revenues and profits. Accordingly, despite APT's expenditures and investment of time and effort, it may never receive any required regulatory approvals or clearances for any products developed by APT.

Regulatory approval, if granted, may entail limitations on the indicated uses for which a new product may be marketed that could limit the potential market for such product, and product approvals, once granted, may be withdrawn if
problems occur after initial marketing. Furthermore, manufacturers of approved products are subject to pervasive review, including compliance with detailed regulation governing good manufacturing practices. Failure to comply with applicable
regulatory requirements can result in, among other things, warning letters, fines, injunctions, civil penalties, recall or seizure of products, total or partial suspension of production, refusal of the government to renew marketing applications and
criminal prosecution.

APT is also subject to numerous federal, provincial and local laws, regulations and recommendations relating to safe working conditions, laboratory and manufacturing practices, the experimental use of animals, the environment and the
use and disposal of hazardous substances, used in connection with its discovery, research and development work. Although APT has not yet been required to expend identifiable additional resources to comply with these regulations, the extent of
government regulations may change in a manner which could have an adverse effect on the discovery, development, production and marketing of its products, and APT may be required to incur significant additional costs to comply with future laws or
regulations.

APT has substantial competition in the pharmaceutical industry and with respect to products it is developing

The pharmaceutical industry is very competitive. Many companies, as well as research organizations, currently engage in or have in the past engaged in efforts related to the development of products in the same therapeutic areas as APT
does. Because of the number of competitors APT faces, as well as resources available to certain of APT's competitors, there is a risk that one or more of its competitors may develop more effective or more affordable products than APT, or may achieve
earlier patent protection or product commercialization than APT, or that such competitors will commercialize products that will render APT's product technology obsolete, possibly before APT is able to commercialize them.

Many of the companies developing competing technologies and products have significantly greater financial resources and expertise in discovery, research and development, manufacturing, pre-clinical studies and clinical testing,
obtaining regulatory approvals and marketing than APT

---

does. Other smaller companies may also prove to be significant competitors, particularly through collaborative investments with large and established companies.

Academic institutions, government agencies and other public and private research organizations may also conduct research, seek patent protection and establish collaborative investments for discovery, research, clinical development and
marketing of products similar to those of APT's. Currently, these companies and institutions compete with APT in recruiting and retaining qualified scientific and management personnel as well as in acquiring technologies complementary to APT's
projects. Once APT develops a marketable product, in addition to the foregoing, it will face competition with respect to product efficacy and safety, ease of use and adaptability to various modes of administration, acceptance by physicians, the
timing and scope of regulatory approvals, availability of resources, reimbursement coverage, price and patent position, including potentially dominant patent positions of others.

APT is dependent upon its key personnel, who are necessary for APT to achieve its scientific and business objectives

As a technology driven company, intellectual input from key management and scientists is critical to achieve APT's scientific and business objectives. Consequently, APT's ability to attract and retain these individuals and attract other
qualified individuals is critical to its success. The loss of the services of key individuals might significantly delay or prevent achievement of APT 's scientific or business objectives. In addition, because of a relative scarcity of individuals
with the high degree of education and scientific achievement required for APT's business, competition among biotechnology and pharmaceutical companies for qualified employees is intense and, as a result, we may not be able to attract and retain such
individuals on acceptable terms, or at all. In addition, because APT does not maintain "key person" life insurance on any of its officers, employees or consultants, any delay in replacing such persons, or an inability to replace them with persons of
similar expertise, would have a material adverse effect on APT's business, financial condition and results of operations.

APT also has relationships with scientists at academic and other institutions, some of whom may conduct research at APT's request or assist APT in formulating its research and development strategy. Such scientific collaborators are not
APT's employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their availability to APT. In addition, these potential collaborators may have investments with other companies to assist such other
companies in developing technologies that may prove competitive to APT.

APT's product technology may rely on licenses of proprietary technology owned by third parties

The manufacture and sale of any products developed by APT will involve the use of processes, products or information, the rights of which are owned by third parties. Because APT is at a very early stage in research and development, it
cannot determine if licenses or other rights may be required in order to produce a marketable product. If such licenses or other rights are crucial for marketing purposes, and APT is not able to obtain them on favorable terms, or at all, the
commercial value of its product technology will be significantly impaired. If APT experiences delays in developing its products and extensions are not granted on any or all of such licenses, APT's opportunity to realize the benefits of its efforts
may be limited.

APT relies on proprietary technology, the protection of which can be unpredictable and costly

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APT's success will depend in part upon its ability to obtain patent protection or patent licenses. A major patent application covering several aspects of the technology has been submitted to the United States Patent and Trademark Office
and also filed as a Patent Cooperation Treaty (PCT) patent. Eight inventions, including the modification of a target group, the preparation of activated polymer complexes, the modification of a biological molecule, and the modulatory mapping of
biological molecules are disclosed and are under review under the following applications: WO2004066917  2004-08-12 and US2004176575  2004-09-09.

APT intends to file, when appropriate, additional patent applications with respect to patent technologies. However, because the patent positions of biotechnology and pharmaceutical companies are highly uncertain and involve complex
legal and factual questions, it is uncertain that any patents will be issued or that, if issued, they will be of commercial value. It is impossible to anticipate the breadth or degree of protection that patents will afford products developed by APT
or the underlying technology. There is also a risk that any patents issued covering APT's products or any patents licensed to it may be successfully challenged or that its products might infringe the patents of third parties. If APT's products
infringe the patents of others, APT may be required to design around such patents, potentially causing increased costs and delays in product development and introduction or precluding it from developing, manufacturing, or selling its planned
products. The scope and validity of patents which may be obtained by third parties, the extent to which it may wish or need to obtain patent licenses, and the cost and availability of such licenses are currently unknown. If such licenses are
obtained, it is likely they would be royalty-bearing which could reduce APT's income. If licenses cannot be obtained on an economical basis, delays in market introduction of APT's planned products could occur or introduction could be prevented, in
some cases after the expenditure of substantial funds. If APT defends or contests the validity of patents relating to its products or the products of a third party, APT could incur substantial legal expenses with no assurance of success.

In certain instances, APT may elect not to seek patent protection but instead rely on the protection of its technology through confidentiality agreements. The value of APT's assets could also be reduced to the extent that other persons
obtain patents, or confidential measures are breached or become unenforceable. However, third parties may independently develop or obtain similar technology and such third parties may be able to market competing products and obtain regulatory
approval through a showing of equivalency to one of APT's products which has obtained regulatory approval, without being required to undertake the same lengthy and expensive clinical studies that APT would have already completed.

Litigation may also be necessary to enforce patents issued or licensed to APT or to determine the scope and validity of a third party's proprietary rights. APT could incur substantial costs if it is required to defend itself in patent
suits brought by third parties, if it participates in patent suits brought against or initiated by its corporate collaborators or if it initiates such suits. Currently, APT may not have the necessary resources to participate in or defend any such
activities or litigation. Even if APT did have the resources to vigorously pursue its interests in litigation, because of the complexity of the subject matter, it is impossible to predict at this point whether APT would prevail in any such action.
An adverse outcome in litigation or an interference to determine priority or other proceeding in a court or patent office could subject APT to significant liabilities, require disputed rights to be licensed from third parties or require APT to cease
using certain technology or products, any of which may have a material adverse effect on APT's business, financial condition and results of operations.

The inability to manage APT's future growth could impair its operations and financial results

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APT's future growth, if any, may cause a significant strain on its management, and its operational, financial and other resources. APT's ability to manage its growth effectively will require it to implement and improve its operational,
financial, manufacturing and management information systems and to expand, train, manage and motivate its employees. These demands may require the addition of management personnel and the development of additional expertise by management. Any
increase in resources devoted to research, product development and marketing and sales efforts without a corresponding increase in APT's operational, financial, manufacturing and management information systems could have a material adverse effect on
its business, financial condition, and results of operations. In particular, the combination of APT's business with another require the integration of research and development and administrative operations. The transition to a combined company has
required substantial attention from management, which has limited experience in integrating companies and managing the growth of the combined companies. The diversion of management attention and any difficulties encountered in the ongoing transition
process could have an adverse impact on APT's ability to successfully pursue the development of APT's product technology.

If APT manufactures pharmaceutical products, the products will need to comply with good manufacturing practices in the U.S., Canada or other jurisdictions

The manufacturer of APT's pharmaceutical products, if any, will be subject to current good manufacturing practices or similar regulations prescribed by the Food and Drug Administration in the United States, the Therapeutic Products
Directorate in Canada and similar authorities prior to the commercial manufacture of any such products in the countries where the products are manufactured. As APT will be dependent on third parties, its ability to ensure that any entity
manufacturing products on its behalf is able to comply with good manufacturing practices or satisfy certain regulatory inspections in connection with the manufacture of its proposed products will be limited. Failure or delay by any manufacturer of
APT's products to comply with good manufacturing practices or similar regulations or satisfy regulatory inspections would have a material adverse effect on APT.

APT does not have the marketing expertise needed for the commercialization of its products

Although APT does not have any foreseeable need to market products because it is in the research and development stage, APT does not currently have the resources to market the products that it may develop. Marketing of new products
presents greater risks than are posed by the continued marketing of proven products. Accordingly, if APT is able to develop any products with commercial potential, it would either have to develop a marketing capability (including a sales force) or
attempt to enter into a joint venture, license, or other investment with third parties to provide the financial and other resources needed to market such products. APT's ability to develop such a marketing capability or negotiate favorable terms in
connection with any such joint venture, license or other investment is untested. Extensive licensing or joint venture agreements will also result in less income than if APT marketed the products itself.

APT's success may be dependent upon its ability to enter into, and successfully manage, corporate collaborations with third parties in connection with services it may need for the development and commercialization of its
products

The success of APT's business may be dependent on its ability to enter into corporate collaborations regarding the development of, clinical testing of, seeking regulatory approval for, and commercialization of, its current product
technology. APT will be seeking corporate collaborations or partnerships for some of its current projects. There can be no assurance,

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however, that APT will be able to establish any such corporate collaborations or partnerships on favorable terms, or at all or within any projected time frame. Even if APT is successful in establishing such relationship, these
collaborations may not result in the successful development of its product technology or the generation of revenue.

If APT enters into corporate collaborations, its success will be highly reliant upon the performance of its future corporate collaborators. The amount and timing of resources to be devoted to activities by corporate collaborators are
not within APT's direct control and, as a result, APT will be unable to ensure that its future or existing corporate collaborators will commit sufficient resources to its research and development projects or the commercialization of its products.
APT's corporate collaborators, if any, might not perform their obligations as expected and might pursue existing or other development-stage products or alternative technologies in preference to those being developed in collaboration with APT.
Disputes may arise with respect to ownership of technology developed under any such corporate collaborations.

Because the success of APT's business may be largely dependent upon its ability to enter into corporate collaborations and to effectively manage issues that arise from such collaborations, management of these relationships will require
significant time and effort from APT's management team and effective allocation of its resources. Because APT currently has no involvement with any one collaboration, its ability to simultaneously manage a number of corporate collaborations is
untested.

The use of pharmaceutical products may expose APT to product liability claims

The products APT will be developing and will attempt to develop will, in most cases, undergo extensive clinical testing and will require Food and Drug Administration and Therapeutic Products Directorate approval prior to sale in the
United States and Canada, respectively. However, despite all reasonable efforts to ensure safety, it is possible that APT or its partners will sell products which are defective, to which patients react in an unexpected manner, or which are alleged
to have side effects. The sale of such products may expose APT to potential liability. Additionally, APT may be exposed to product liability claims in the development of the products through administration of the drug candidates to volunteers and
patients in clinical trials. Such liability might result from claims made directly by consumers or by pharmaceutical companies or others selling such products. It is impossible to predict the scope of injury or liability from such defects or
unexpected reactions, or the impact on the market for such products of any allegations of these claims (even if unsupported), or the measure of damages which might be imposed as a result of any claims or the cost of defending such claims. Although
APT's shareholders would not have personal liability for such damages, the expenses of litigation in connection with any such injuries or alleged injuries and the amount of any award imposed on APT in excess of existing insurance coverage, if any,
may have a material adverse impact on APT.

Obtaining insurance of all kinds has recently become increasingly more costly and difficult and, as a result, such insurance may not be available at all, may not be available on commercial terms or, if obtained, may be insufficient to
satisfy asserted claims.

APT is subject to the risks associated with the use of hazardous materials in research and development conducted by APT

APT's research and development activities may involve the controlled use of hazardous materials and chemicals. APT is subject to federal, state, local and foreign laws and regulations governing the use, manufacture, storage, handling
and disposal of such materials and certain waste products.

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Although APT believes that safety procedures for handling and disposing of such materials will comply with the standards prescribed by federal, state, local and/or foreign regulations, the risk of accidental contamination or injury from
these materials cannot be completely eliminated. In the event of such an accident, APT could be held liable for any damages that result and any such liability could exceed its resources. APT will secure a commercial general liability policy with
coverage of up to $1 million per occurrence. APT will also secure a blanket property insurance policy to cover up to $5 million for costs related to accidental damage to its properties and interruption of its business. If APT is required to
institute additional safety procedures because APT is found not to be in compliance or if more stringent or additional regulations are adopted, it may be required to incur significant costs to comply with environmental laws and regulations, which
might have a material and adverse effect on its business, financial condition and results of operations.

APT's business may be materially adversely affected by the continuing efforts of governmental and third party payers to contain or reduce the costs of health care through various means

In recent years, federal, state, provincial and local officials and legislators have proposed, or are reportedly considering proposing, a variety of price-based reforms to the healthcare systems in the United States and Canada. Some
proposals include measures that would limit or eliminate payments for certain medical procedures and treatments or subject the pricing of pharmaceuticals to government control. Further, in certain foreign markets the pricing or profitability of
healthcare products is subject to government control and other measures have been prepared by legislators and government officials. While APT cannot predict whether any such legislative or regulatory proposals or reforms will be adopted, the
adoption of any such proposals or reforms could adversely affect the commercial viability of its potential products. Significant changes in the healthcare system in the United States and Canada and abroad may have a substantial impact on the manner
in which APT conducts its business. Such changes also could have a material adverse effect on its ability to raise capital. Moreover, APT's ability to commercialize products may be adversely affected to the extent that such proposals have a material
adverse effect on its business, financial condition and results of operations.

In addition, in both the United States, Canada and elsewhere, sales of healthcare products are dependent in part on the availability of reimbursement to the consumer from third party payers, such as government and private insurance
plans. Third party payers are increasingly challenging the prices charged for medical products and services, and therefore uncertainty exists as to the reimbursement of existing and newly approved healthcare products. If APT succeeds in bringing one
or more products to market, there can be no assurance that these products will be considered cost effective and that reimbursement to the consumer will be available or will be sufficient to allow APT to sell its products on a competitive basis.
Finally, given the potential market constraints on pricing, the availability of competitive products in these markets may further limit APT's flexibility in pricing and in obtaining adequate reimbursement for its potential products. If adequate
coverage and reimbursement levels are not provided by government and third party payers for uses of APT's products, the market acceptance of its products would be adversely affected.

APT may face exposure to adverse movements in foreign currency exchange rates when its products are commercialized, if at all

APT intends to generate revenue and expenses internationally which are likely to be denominated in United States and other foreign currencies. APT's intended international business will be subject to risks typical of an international
business including, but not limited to, differing tax

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structures, myriad regulations and restrictions, and
general foreign exchange rate volatility. A decrease in the value of such
foreign currencies relative to the Canadian dollar could result in downward
price pressure for APT's products in such jurisdictions or losses from currency
exchange rate fluctuations. To date APT has not generated sufficient revenues to
warrant the necessity of hedging against risks associated with foreign exchange
rate exposure. Although APT may do so in the future, it cannot be sure that any
hedging techniques it may implement will be successful or that its business,
results of operations, financial condition and cash flows will not be materially
adversely affected by exchange rate fluctuations.

The Company has incurred losses to date and may
never become profitable.

There can be no assurance that significant losses
will not occur in the near future or that the Company will be profitable in the
future. The Companys operating expenses and capital expenditures may increase
in subsequent years as needed consultants, personnel and equipment associated
with the development of pharmaceutical products are added. The amounts and
timing of expenditures will depend on the progress of ongoing research and
development, the results of scientists' analyses and recommendations, the rate
at which operating losses are incurred, and the execution of any joint venture
agreements with strategic partners and other factors, many of which are beyond
the Company's control. The Company does not expect to receive revenues from
operations in the foreseeable future, if at all. The Company expects to incur
losses unless and until such time as pharmaceutical products are developed to
generate sufficient revenues to fund its continuing operations. There can be no
assurance that the Company will generate any revenues or achieve profitability.
There can be no assurance that the underlying assumed levels of expenses will
prove to be accurate.

The volume and trading price of the Companys
common shares may be variable and volatile

The market price of the common shares of the Company
after completion of the Transaction could be subject to significant fluctuations
in response to quarterly variations in operating results of the Company,
announcements of technological innovations through new services or products by
the Company or its competitors, changes in financial estimates by securities
analysts or other events or factors, many of which are beyond the Company's
control. In addition, the stock markets have experienced significant price and
volume fluctuations that have particularly affected the market prices of equity
securities of many companies whose businesses are dependent on technology and
that often have been unrelated to the operating performance of such companies.
These broad market fluctuations may adversely affect the market price of the
common shares of the Company. There can be no assurance that the holders or
purchasers of the common shares of the Company will be able to resell shares at
prices equal to or greater than their cost.

Item 4. Information on the Company

A.History and development of
the company.

The legal name of the Company is Advanced Proteome
Therapeutics Corporation. The predecessor, Thrilltime Entertainment International, Inc. was incorporated as a British Columbia
corporation on December 12, 2005 and changed its name to its present name on
August 12, 2006. Advanced Proteome Therapeutics Corporation was formed for purposes of a business combination
with Thrilltime Entertainment International, Inc., a publicly-traded British
Columbia corporation incorporated under a different name on August 12, 1997, and
Advanced Proteome Therapeutics, Inc., a private Delaware corporation
incorporated under a different name on April

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8, 1998. Pursuant to a plan of arrangement, governed
by the British Columbia Business Corporations Act, the business combination
became effective as of October 25, 2006.

Thrilltime was a reporting issuer in Canada, and the
U.S. with a class of securities registered under Section 12(g) of the Securities
Exchange Act of 1934. Thrilltime conducted all its business, which was related
to amusement parks and family entertainment, through wholly-owned subsidiaries, the assets of which were sold during the year ended July 31, 2005. Having dissolved the
subsidiaries on December 30, 2005, Thrilltime was not conducting business operations at the time of the arrangement.

Upon completion of the plan of arrangement,
Thrilltime and Advanced Proteome Therapeutics, Inc. (the private Delaware
corporation) became subsidiaries of the Company, which succeeded to the
reporting obligations of Thrilltime in the Canada and the U.S. The Companys
common shares commenced trading on the TSX-Venture Exchange on November 3, 2006
and the shares of Thrilltime were delisted.

The business combination contemplated by the plan of
arrangement was set forth in an information circular, dated August 11, 2006 and
delivered to the shareholders of Thrilltime, which was furnished to the SEC
under cover of Form 6-K on August 30, 2006.

B.Business
overview.

History

Proteins have been the primary biopharmaceutical
products of the biotechnology revolution, in part because of their critical
functional roles in human health and disease. They have been used to treat
disease in the form of replacement therapy (i.e., insulin in diabetes patients),
for their highly specific and unique biological properties (i.e., tissue
plasminogen activator, TPA, a noted "clot busting" drug), and for their
specificity in modulating undesirable biological activities (i.e., antibodies).
The protein therapeutics market is robust achieving sales of US$51 billion in
2005. The Protein Therapeutics Market: The Science and Business of a Growing
Sector (Kalorama Information, June 1, 2006, 174 pages  Pub ID:
KLI1187553).

Although numerous therapeutic applications can be
envisaged for natural proteins administered to humans, significant barriers need
to be overcome for human use and commercialization. The short circulating times
and lack of oral absorption of proteins offer significant challenges to the
development of proteins as therapeutics.

To address such limitations, APT was founded to
develop and commercialize a new technology platform that represents a
significant advance in modifying proteins to improve their therapeutic
properties. APT's program involves the use of performance-enhancing entities to
augment suboptimal pharmacological and clinical properties of current products
and to create new products, superior to those of the competition. A number of
performance-enhancing entities ("PENTS") such as polyethylene glycol polymers
("PEG"), that improve circulation times, are known. However, technologies are
lacking that are capable of linking PENTS to appropriate spots on the large
surface of a natural protein target that results in product enhancement.

APT's technology is a way of discovering spots along
the surface of a large protein that can be connected to PENTS to achieve product
enhancements. APT uses advanced technologies involving ensembles of molecules to
create proprietary human protein pharmaceuticals with enhanced therapeutic
properties. For example, many protein pharmaceuticals are rapidly

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eliminated by the body, which limit their
effectiveness and require that they be administered by frequent, often daily,
injection. APT products will be designed to last longer in the body, which
allows them to be administered less frequently, such as once per week to once
per month, and maximizes their therapeutic benefits to patients. Historically,
loss of biological activity and product heterogeneity have been the two most
common problems encountered in the development of long-acting protein
pharmaceuticals. The targeted protein modification technologies used by APT will
overcome these problems.

APT is focusing on the growing field of protein
therapeutics, to develop strategies for the stabilization of active proteins, to
increase their duration of action, and their potential for oral
administration.

The rapid metamorphosis of the protein therapeutics
market has indeed been driven by innovative therapies including interferons and
interleukins in the 1990s, and monoclonal antibodies in more recent years. Such
treatments, owing to their high efficacy, safety, and ability to prolong life,
have fundamentally changed treatment paradigms in areas of high unmet needs such
as oncology, inflammation, and genetic disorders. Indeed, with strong sales in
the insulin, erythropoietin and interferon segments, as well as innovative
cytostatic, immunosuppressive, and anti-inflammatory agents rapidly achieving
prominence, the protein therapeutics market has more than doubled in the last
five years, increasing from US$25 billion in 2001 to US$51 billion in
2005-making it the fastest growing segment of the pharmaceutical industry
(Kalorama Information, The Protein Therapeutics Market: The Science and Business
of a Growing Sector, 2006). The U.S. Food and Drug Administration ("FDA") has
approved over 60 biopharmaceuticals, with over 300 more in clinical development
and many new protein targets are anticipated from proteomic and genomic research
stemming from the human genome project.

Despite the suboptimal features of current
biopharmaceuticals with their relatively short circulating times, they still
command high premiums and have achieved huge sales and dramatic growth in the
marketplace. Even incremental improvements in their duration of action (i.e.,
pegylated interferons) have rapidly achieved market acceptance and offer
powerful incentives for the application of technologies that provide
enhancements (such as those being pursued by APT).

A significant development in the business has been
the filing of a patent application in 2004 describing technology designed to
attach entities to specific spots on the protein surface to increase the
duration of action and augment other suboptimal properties of specific protein
targets of commercial value. APT intends to expand on this basic technology and
focus on proteins with established billion dollar markets that are vulnerable to
such improvements as its initial targets.

The following lists established product areas of
biopharmaceuticals as potential targets:

TABLE 1 - CLASSES OF PROTEIN
THERAPEUTICS

Monoclonal
Antibodies

Erythropoietins Insulin
Interferons Growth Factors Interleukins Blood Clotting Factors
Tissue Plasminogen Activator

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Human Growth Hormones
Reproductive Hormones Recombinant BMP-2 Replacement
Enzymes

Narrative Description of the
Business

APT has a proprietary platform technology that is
applicable to the discovery, development, and re-development of protein
therapeutics and small molecule drugs. With appropriate refinements, there are a
large number of protein therapeutics with lucrative markets that can be targeted
with APT technology.

Although the pace of research and development cannot
be predicted, it is anticipated that in the near term (i) additional patent
applications will be filed to extend coverage of the platform technology and
further protect specific protein targets; (ii) specific programs will be
prioritized from the results of experiments and protein therapeutics, modified
as conjugates, will be advanced as potential clinical candidates; and (iii)
considerable progress towards negotiations for joint research efforts to
complement and augment APT's technology and programs will have been
achieved.

Further development of the technology is intended to
optimize the potency and bioavailability of APT's clinical candidates to enable
applications for investigational new drugs ("IND"). The testing of diverse
protein therapeutic targets to optimize success in the clinic, and the selection
of prime clinical candidates using specific biochemical assays and animal
studies will require the first tranche of available research funds.

APT will conduct its own research and contract for
services that are not available in-house. APT will pursue chemical, biochemical,
molecular biological and developmental research required to promote drug
candidates to IND status for the purpose of initiating clinical
trials.

APT is both a drug delivery and redevelopment company
specializing initially in the redevelopment of established protein therapeutics.
Although an ultimate goal is to impact the field of biopharmaceuticals through
the commercial production of protein therapeutics with new markets, there are
many nearer term value points that can be rapidly targeted for commercial
success. Initially, APT will be focused on the discovery and development of
proprietary protein therapeutics, chemically modified, to provide superior
properties to those that currently command established markets. APT will seek
regulatory approval of such entities and attempt to license their rights to
biotechnology and pharmaceutical companies for upfront and milestone payments,
as well as royalties. To the extent that APT can raise additional funds to cover
the costs of clinical development, APT can advance eligible drug candidates
through the various phases of clinical trials (Phases I, II and III) and
ultimately, commercial production for public markets. For successful clinical
development, APT expects to receive additional premiums on its licensed
products.

APT will first concentrate on making improved
modifications of first generation protein therapeutics that are off-patent. Such
targets are appealing because they have established multibillion dollar markets,
despite their suboptimal properties. Yet, even incremental improvements in their
properties have met with rapid market acceptance, i.e., pegylated
interferons.

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The characteristics that differentiate APT's platform
technology from those of its competitors and qualify it for success are noted as
follows:

|(a) | A systematic basis for screening a large protein surface
      for spots that are linkable to performanceenhancing entities without
      compromising biological activity. This approach will be used to generate
      several protein conjugates for a specified protein; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                  
|(b) | The ability to modify proteins without having to change
      the natural amino acid sequence or producing complicated mixtures.                                                                                                                                                 

Among its several applications, APT's proprietary
technology, Targeted Chemical Specificity ("TCS") will serve as a
next-generation polyethylene glycol-based (PEG-based) drug delivery technology.
PEG-based drug delivery technologies are already used in 10 approved drugs, with
annual sales exceeding and aggregate of several billion US dollars. The field is
expanding rapidly, with more than 30 additional PEG-based drugs in the product
pipelines of leading biotechnology and pharmaceutical companies.

The TCS platform can be applied to enhance the
therapeutic properties of numerous proteins. Commercial benefits to
collaboration partners include extension of product patent life and improved
product life-cycle management.

APT intends to advance potential clinically viable
protein therapeutics through development to IND status. This will require the
screening of conjugates of protein therapeutics, the selection of the best
candidates, and the optimization of synthetic procedures for the production of
candidate drugs. The funds will also be used to develop drug candidates for
regulatory approval of INDs by government agencies, such as the FDA. Depending
upon the incremental value to APT in having an approved IND or successful
clinical trial, such initiatives can be pursued independently, or in conjunction
with major pharma or biopharma business partners.

The Technology - Phase I

Drugs are defined by their specific mode of action,
the specific site on the specific protein they target, and their specific
interactions. The overwhelming number of drug targets are proteins which are
large, complex structures. The ability to specifically modify a protein is a key
to drug discovery in the field of drug conjugates (proteins that have been
attached to one or more entities). Targeted specificity, using purely chemical
means, is not generally achievable. The normal course of chemical modification
of proteins is to produce mixtures. It is difficult, impractical, and not cost
effective to purify individual components from such mixtures. This is a severe
limitation since pure substances are an essential part of the drug approval
process.

APT's proprietary technology is designed to
specifically modify a protein at points along its surface complementary to
members of its proprietary libraries. The appeal of this approach is
substantial, since one component of the modified protein can be a
well-established FDA-approved carrier, such as PEG, while the other component
can be a protein therapeutic with an established market in the billion dollar
range. To have commercial appeal, they need only be connected in unique ways
that improve their properties clinically, and isolated as distinct entities. For
natural proteins, currently there are no practical methods for producing several
optional forms of a protein conjugate separately, that differ only in their
points of attachment. Consequently,

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there is a real opportunity for APT, with its technology platform to impact the multibillion dollar drug-conjugate market.

In principle, the technology has the following attributes:

|1. | It is broadly applicable to virtually any protein.                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                               
|2. | It has multiple applications involving the modification and improvement of existing drugs, i.e., biopharmaceuticals that, despite their suboptimal activity, have commanded lucrative markets.

APT's Conjugating Technology and the Production of Specific Conjugates

APT's technology constitutes a method for determining where on the surface of a target protein to make attachments of performance-enhancing entities, and provides a means for selective attachment of such entities. Besides providing a
route to clinical candidates, often this capability can translate into increasing the odds for clinical success. By generating several optional drug candidates for development, the candidate most likely to succeed can be selected by established
experimental criteria.

The technology produces ensembles of protein conjugates from which conjugates with desirable characteristics for development can be identified and prepared independently. The technology has the ability to home in on high affinity sites
that can easily be identified by proprietary methods.

The ability to site-selectively label a protein has been demonstrated in a proof of principle. These studies show that it is reasonable to expect that proteins of the size and complexity of therapeutic targets can be connected
selectively to other entities. The utility of the technology has been demonstrated through synthesis, analysis, and assay leading to site-selective protein attachment. The synthesis of the entities used for attachment and the determination of
site-selective attachment can be accomplished by proprietary methods for which APT has filed patent applications.

Company and Founder

APT was founded by Allen Krantz, Ph.D., a recognized expert in drug discovery and development, in order to exploit 25 years of research and know-how dedicated to specific drug-targeting of proteins. Dr. Krantz has had a successful and
varied career, first as a tenured Professor in the Faculties of Chemistry and Pharmacological Sciences at the State University of New York at Stony Brook, then as Vice President of Syntex Research Canada.

Dr. Krantz has led teams from discovery to clinical development at Syntex. The current enterprise departs from a solid base of additional work by Dr. Krantz which has led to the development of various technology platforms involving the
selective modification of proteins. APT now leverages his know-how and experience with new ideas to create a protectable base of intellectual property.

Particularly relevant to APT's expertise with respect to selective modification of proteins are precedents in which Dr. Krantz has played either a major or exclusive role in demonstrating that not only can proteins be selectively
modified using molecules of low chemical reactivity but, more importantly, in pioneering the notion that proteins with numerous chemically identical residues can be selectively modified.

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Technology: Strategic
Considerations

APT's technology can impact drug discovery and
development on a number of levels with promising commercial prospects.

The salient points that make technologies for the
improvement of protein therapeutics attractive are as follows.

- The patents of multi-billion dollar drugs are expiring or have
  expired (see Table 2 below).
- The FDA has approved over 60 biopharmaceuticals, with over 300
  more in clinical development and many new proteins targets
  are anticipated from proteomic and genomic research
  stemming from the human genome project (Datamonitor).
- Therapeutic proteins have the highest rate of sales growth of
  any type of drug over the past decade and this trend is
  expected to continue unabated (IMS Health Global Services).
- The protein therapeutics market has more than doubled in the
  last five years, increasing from $25 billion in 2001 to
  $51 billion in 2005-making it the fastest growing segment of the pharmaceutical industry, and is expected to increase to $87 billion
  by 2010. (Kalorama Information, The Protein Therapeutics
  Market: The Science and Business of a Growing Sector,
  2006.)

|TABLE 2  PATENT EXPIRATION DATES
      OF PROTEIN THERAPEUTICS
|---------------------------------------------------------------
|                                                               
|Brand Name                                                     
|                                                               
|Epogen or Procrit                                              
|Novolin                                                        
|Neupogen                                                       
|Humulin                                                        
|Avonex                                                         
|Intron A                                                       
|Cerezyme or Ceredase                                           
|Humatrope                                                      

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|TABLE 2  PATENT EXPIRATION DATES
      OF PROTEIN THERAPEUTICS
|---------------------------------------------------------------
|                                                               
|Nutropin                                                       
|Protropin                                                      
|                                                               
|(1) Estimate SOURCE Datamonitor                                

Yet a major obstacle to overcome is the difficulty of
delivering and maintaining proteins in humans.

Despite the suboptimal features of current
biopharmaceuticals with their relatively short circulating times, they still
command high premiums and have achieved huge sales and dramatic growth in the
marketplace. Even incremental improvements in their duration of action have
rapidly achieved market acceptance and offer powerful incentives for the
application of technologies that provide enhancements.

For example, the ability to attach entities that
enhance the properties of protein therapeutics has been a successful strategy
that is being vigorously pursued by big pharma and is achieving rapid FDA
approval (see table below) for the following reasons.

- Attaching PEG chains to protein therapeutics is well tolerated
  by patients and has resulted in increased duration of
  action for such drugs.
- Versions of PEG-interferon are selling in the hundreds of
  millions of dollars.
- Conjugating carriers to known protein therapeutics is
  immensely appealing because no discovery of active drug is
  necessary (the active substance is the protein), and the carrier is safe, readily available and, in many instances, has proved to be
  drug enhancing.
- There are a number of performance-enhancing entities that can
  be envisaged for attachment.

TABLE 3 - SOME FDA-APPROVED
      PEGYLATED PROTEINSAmgen
    NeulastaTM (pegfilgrastim)Roche
    PEGASYS® (peginterferon
      alfa-2a)Schering-Plough
    PEG-INTRON® (peginterferon
      alfa-2b)Pfizer
    Somavert® (pegvisomant)Bristol-Myers Squibb
    Definity® Vial for (Perflutren
      Lipid Microsphere) (PEG)Eytech
    MacugenTM (pegaptanib)


---

However, the preparation of the conjugated protein needs to be accomplished as a single, homogenous substance, and therein lies the challenge and opportunity. There are severe limitations on the ability to selectively modify a protein
at a single spot on its surface with PEG. It is clear that technologies that are capable of conjugating an entity to a specific site on a protein are invaluable.

APTs technology is designed to create drugs that contain a known active, and a known carrier, which can be "stitched" together in a number of specific ways to give commercially viable product. Thus it need not invent the drug nor
the carrier, but merely link them together to give conjugates of low toxicity with the requisite activity and circulating times. This type of technology is proprietary, has no obvious analogues, and should have high barriers to entry by other
companies.

Operations

APT is engaged in the discovery and development of its clinical targets in its own laboratories.

APT will utilize an assortment of specialized skills in protein modification and purification, cloning and phage display techniques, assay development, combinatorial chemistry and related automation, and expertise in solid phase organic
synthesis and peptide chemistry. Such skills are available to APT through the President and CEO and appropriately skilled personnel will be recruited through contacts in the industry and academe, as well as through advertising in trade
journals.

APT's commercialization strategy is a multi-staged plan that takes the company from initial research and co-development collaborations to commercialization of drugs using APT's delivery systems. APT has developed a milestone driven
program that will build the platform technology and develops commercial applications simultaneously.

APT's principal targets are companies with off-patent approved products, but APT's technology also will be applied to promising drugs in development. For therapeutics already on the market, TCS will facilitate lifecycle management by
extending patent protections, streamlining clinical trials, regulatory approvals and accelerating time-to-market for advanced versions of existing products. For novel molecules, APT's technology will enable collaboration partners to address
stability or solubilization problems and convert sunken costs into approved products. In either case, the shared benefits could be substantial with APT expecting to receive generous milestone and royalty payments for licensing its enabling
technology.

APT envisions multiple commercialization opportunities to the extent that TCS is a platform technology that lends itself to the development and enhancement of many products. Improvements in methodology for a given protein target should
be largely transferable to others. The construction of a conceptual framework and databases, representing proprietary know-how for targeting conjugates that are most likely to succeed in the clinic, are viewed as invaluable assets.

Operational Development

To its knowledge, APT is the first company with a technology potentially capable of mass-producing several versions of a target pegylated protein. APT intends to apply its technology to the production of separate and distinct
conjugamers (conjugates that differ only in the point of attachments of PENT to protein), each of which represent a unique clinical entity that is distinctly

---

patentable and a potential clinical candidate that is licensable to major Pharma. In principle, current APT technology may be sufficient to effect the specific pegylation of diverse proteins. Nevertheless, APT intends to expand its
patent estate so that it can fully protect its franchise. This strategy will ensure that barriers to entry remain high and that APT will enjoy protection from would-be competitors.

Initial milestones entail (i) the construction of chemical systems that can be used to initially probe target proteins for specific sites of attachment; and (ii) demonstration of selective modification of protein target of commercial
interest. APT will determine conditions that must be met to specifically attach PEG entities to target proteins. The latter goal will be pursued by varying the composition, size, number and polarity of PEG attachments. Information gained from such
determinations will (1) lower the costs of discovery of selectively labeled pegylated entities, (2) make selection of protein targets suitable for development more predictable, and (3) provide a powerful proprietary database for operations.

APT's choice of targets prioritizes protein therapeutics with established markets, but with suboptimal properties. Such proteins should represent a rapid route to market since there is ample precedent for the use of both the protein
therapeutic and the FDA-approved PEG carrier. From the dosing schedule of both unpegylated and current pegylated protein therapeutics, it is clear that improvements in the duration of action will appeal to the marketplace. Unpegylated therapeutics
require frequent administration, on the order of days or at the least a couple of weeks. Note that the gold standard representing the outer limit for favorable dosing is Ivermectin, a broad-spectrum anti-parasite medication that is also used to
treat onchocerciasis, river blindness, and is administered once a year. There is clearly considerable opportunity for improvement in the pharmacokinetics of pegylated proteins.

APT forges a specific linkage between PEG and protein without modifying its natural amino acid sequence. This capability creates a new chemical entity that can be accomplished at more than one site of the target protein, and should be
patentable for each site. To the best of its knowledge, APT is the only company exploiting conjugate technologies that do not modify the natural sequence of the target protein. This represents a huge advantage not only procedurally, but in limiting
immunogenic reactions in the clinic. Normally, the gap in site-specific attachment technologies necessitates that proteins be mutated by introducing unnatural elements in their normal sequence in order to prepare specific protein-conjugates. The
mutant approach can elicit undesirable immune responses directed at the protein-conjugate itself, or toward its degradative products.

To exploit this competitive advantage, APT has initially chosen some members of the class of secretory proteins, to explore and develop. As most current therapeutic proteins (cf. Table 2) are secreted proteins, these amount to
privileged targets and will be the focal point of APT's inaugural program. It is anticipated that several conjugates of each pegylated protein can be obtained using the technology, for which there is clearly high level interest among major pharma.
The results of APT's efforts will be marketed to major pharma as an invitation to partner with APT and exploit its disruptive technology.

In general, the goal in the start-up phase is to optimize procedures and fortify intellectual property and begin selection of principal targets for commercialization. Activities will involve mostly hands-on laboratory work and the early
stages of deal making.

As opportunities present themselves beyond the start-up
  phase, APT's conjugate technology may also be applied to extend the lifetimes
  of certain emerging antibody-drug conjugate ("ADC") technologies which employ
  monoclonal antibodies ("mAbs") to deliver conjugated chemotherapeutic agents
  to the tumor environment. In the conjugated form the chemotherapeutic exhibits
  low cytotoxicity, thereby sparing non-target cells, many of the toxic effects
  of traditional chemotherapy. Conjugates of antibodies have been mostly limited
  to a single structural motif offering APT, with its multiple conjugamer technology,
  numerous additional options.

---

|TABLE 4 - THERAPEUTIC MONOCLONAL
      ANTIBODIES
|-------------------------------------------------
|                                                 
|Generic
      Name                               
|                                                 
|Infliximab                                       
|                                                 
|Rituximab                                        
|                                                 
|Genentech                                        
|                                                 
|Trastuzumab                                      

APT will build shareholder value through its
  products, services and solutions. The emphasis will be on creating products as the surest
  way for increasing shareholder value. APT will continue to focus on the development
  of its core technology to cut development and registration times of new therapeutic
  products by emphasizing much needed improvements in suboptimal therapeutics
  with established markets. The preferred strategy exploits the many lucrative
  off-patent protein therapeutics and known carriers and avoids the costly and
  long research and development times required to create such new chemical components.
  Rather, APT will focus on rapidly "stitching together" these components
  in novel, proprietary ways to create new patentable entities. It is anticipated
  that such conjugated entities can be advanced rapidly to the clinic because
  of established safety precedents pertaining to the component carrier and protein
  therapeutic. Initial focus will be on licensing drug candidates to big pharma,
  but with sufficient capital, programs will be carried through the various phases
  of clinical trials to maximize value of APT's proprietary drugs.

---

Services that do not build value for APT will be
  outsourced as required on a cost-effective basis. APT will pursue joint development
  projects with companies that offer advanced technologies that provide a competitive
  edge to APT's programs and allow it to accelerate product development and more
  predictably select successful candidates for clinical trials.

Market

APT is planning to pursue protein therapeutics that have established markets in hematological and endocrine disorders and to emphasize improved versions of these suboptimal drugs.

The trends in the industry support the programs pursued by APT. The protein therapeutics market has more than doubled in the last five years, increasing from US$25 billion in 2001 to US$51 billion in 2005. Therapeutic proteins
have the highest rate of sales growth of any type of drug over the past decade and this trend is expected to continue unabated (IMS Health Global Services).

Driven by the introduction of new variants of pegylated interferons, hepatitis C therapeutics alone are expected to reach several billion dollars by 2007. The market for protein therapeutics is forecast by Datamonitor to achieve sales
well over US$59 billion by 2010. Annual sales of first generation protein therapeutic products involving hematological and endocrine disorders, cancer and infectious disease are each in the billions.

APT is in the business of attaching various entities that enhance the properties of protein therapeutics. Significant enhancements in the properties of known drugs have been realized in the industry and have met with strong market
acceptance. The example of interferons is illustrative whereby pegylated interferons now dominate billion dollar markets where the unadorned interferons once dominated. The suboptimal features of current biopharmaceuticals with their relatively
short circulating times, commanding high premiums and huge sales, offer powerful incentives for the application of technologies that provide enhancements.

There is the possibility for new products to enter the market place but regulatory requirements create sufficient barriers to ensure a reasonable market presence for established products. Marketed products must be approved by
appropriate regulatory agencies. FDA approval covers the most important markets.

APT will not market products in the foreseeable future but will contract with marketing organizations or partners to promote products to the public.

APT will seek to leverage the TCS technology and exploit market opportunities by supplying multiple drug conjugates where possible, to multiple partners on a protein target by protein target basis.

---

By leveraging its resources through collaborations
with pharmaceutical, biotechnology and agrochemical chemical companies, APT
expects to generate significant cash flow, spread risk, accelerate the
commercialization of in house-generated molecules leading to milestone payments
and develop a franchise in the emerging growth area of conjugated protein
therapeutics. It is typical industry practice for pharmaceutical companies to
support promising technologies with investment and joint research and
outsourcing is the general rule. In addition to deal-making to financially
support projects and commercial development, APT will focus on the development
of its core technology, screening, and pegylation technology to maximize
shareholder value while outsourcing tasks that are not cost-effective to perform
in-house. APT intends to be pro-active by collaborating with companies to
supplement and develop our capabilities in structural genomics, proteomics,
molecular modeling and molecular biology.

Competitive Conditions

Companies such as Nektar Therapeutics (Nasdaq:NKTR),
Bolder BioTechnology, Inc. (Boulder, Colorado) and Ambrx, Inc. (La Jolla,
California) have dedicated programs involving the attachment of performance
enhancing entities to proteins. The principal aspects of competition will depend
on product performance which will, in turn, depend on the relative potencies and
specificities of competing products, and most importantly, on their circulating
times. These properties will dictate frequency of administration and patient
compliance.

Current commercially successful protein therapeutics
are subject to improvements as they are not administered orally, and have
circulating times that can be increased. APT will be competing in this dynamic
research environment. Companies with breakthrough technologies that overcome
these limitations can capture a significant share, and even expand, the existing
market.

C.Organizational
Structure.

The Company is a holding company that, as of the
October 25, 2006 effective date of the business combination described in Item
4.A - History and development of the company, owned 56% of the issued and
outstanding common shares of Advanced Proteome Therapeutics, Inc., a Delaware
corporation, and 100% of the issued and outstanding common shares of Thrilltime
Entertainment International, Inc., a British Columbia corporation. Substantially
all of the Companys operations are conducted by its Delaware subsidiary. Thrilltime
has ceased to conduct business.

As of the October 25, 2006 effective date of the
business combination noted above, Alexander (Allen) Krantz, Chief Executive
Officer, President and Chief Financial Officer of the Company, owned all of the
remaining shares, or approximately 44%, of the Delaware subsidiary.

D.Property, plants and
equipment.

The Company conducts all its operations at its
offices in Boston, Massachusetts where it licenses the use of approximately
1,000 square feet for $6,250 per year commencing January 1, 2007 with a one-year
option to extend. All of its equipment, comprised of laboratory, office and
computer equipment, is located at this location.

Item 4A. Unresolved Staff Comments

---

This item is not applicable to a registrant such as
the Company that is not (i) an accelerated filer, as defined Rule 12b-2 of the
Exchange Act, or (ii) a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.

Item 5. Operating and Financial Review and Prospects

A.Operating
results.

Managements Discussion and Analysis of Financial
Condition and Results of Operations for the Company for the Fiscal Year Ended
July 31, 2007 Compared to July 31, 2006

|General
|-------

The following discussion and analysis should be read
in conjunction with the financial statements and notes for the Fiscal year ended
July 31, 2007 accompanying this report. All monetary amounts, unless otherwise
indicated, are expressed in United States dollars.The following discussion and analysis reflects that our financial statements have been prepared in accordance with generally accepted accounting principles in Canada.  See Note 17 of the consolidated financial statements for a reconciliation to U.S. generally accepted accounting principles.The date of the Management
  Discussion and Analysis is November 28, 2007. Additional information relating to
  the Company, including the Annual Information Form and other regulatory filings,
can be found on the SEDAR website at www.sedar.com.

|Forward-Looking Statements
|--------------------------

Certain statements contained in this document
constitute forward-looking statements. When used in this document, the words
may, would, could, will, intend, plan, propose, progressing,
anticipate, believe, forecast, estimate, expect and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the Companys
current views with respect to future events and are subject to certain risks,
uncertainties and assumptions. Many factors could cause the Companys actual
results, performance or achievements to be materially different from any future
results, performance or achievements that may be expressed or implied by such
forward-looking statements. Given these risks and uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements. The
Company does not intend, and does not assume any obligation, to update any such
factors or to publicly announce the result of any revisions to any of the
forward-looking statements contained herein to reflect future results, events or
developments.

|Overview
|--------

Advanced Proteome Therapeutics Inc. (APT) is a
biotechnology company founded to develop and commercialize a new, promising
technology platform that is intended for the chemical modification of protein
therapeutics. The platform anticipates important practical applications in the
field of protein therapeutics by producing novel protein conjugates (therapeutic
proteins whose properties are modified and further enhanced by chemically
attached entities). APT's technology involves a way of using proprietary
site-selective techniques to modify therapeutic proteins to improve critical
properties, i.e., duration of action. Such a "chemoselective" methodology has
heretofore been lacking in the fields of chemistry and biochemistry.

APT uses advanced protein modification technologies
to produce proprietary human protein drugs which are tested for enhanced
therapeutic properties. Most protein pharmaceuticals are

---

rapidly eliminated by the body, which limit their effectiveness and require that they be administered by frequent, often daily, injection. By developing and applying technology that can selectively attach life-time enhancing entities to
therapeutic proteins, APT products will be designed to last longer in the body. This feature will allow them to be administered less frequently, such as once per week to once per month, and maximize their therapeutic benefits to patients.
Historically, losses of biological activity and product heterogeneity have been the two most common problems encountered in the development of long-acting protein pharmaceuticals. The targeted protein modification technologies used by APT is
intended to overcome these problems.

During the past year, following acquisition, the Company was engaged in transitional activities involving relocation to laboratories in Boston, Massachusetts, recruitment of laboratory scientists with highly specialized skills in
synthetic organic chemistry, high throughput screening and assay development, and with broad assortments of skills in the handling and manipulation of proteins. The Company now occupies laboratory and office space at the Boston University Discovery
and Innovation Center, 650 Albany Street, Boston, MA 02118 which is fully utilized.

The Company has embarked upon a program focused on improving the properties of protein therapeutics with established markets and revenues greater than a billion dollars per year. In achieving its first milestone, the Company has
prepared a number of highly specialized ensembles of molecules that are being applied to such protein targets for the introduction of therapeutic enhancing entities. Additional milestones demonstrating the specific attachment of these entities to
high value protein therapeutics such as human growth hormone are progressing.

In addition, to specific protein targets that have been chosen for development, the Company has adapted its technology to screen proteins to provide a priority ranking for rapid commercial development and patentability by APT. As well,
during the course of the year, the Company has generated and filed new intellectual property with the United States Patent and Trademark Office featuring polymeric supports designed to increase efficiencies, and to minimize cost and development time
of research and development activities. Because of their novelty, utility, and practicality, the Company anticipates that these approaches will appeal to investors, Corporate partners and promote joint commercial efforts

The Company expects that the market for therapeutic proteins (one that been robust throughout the last decade), will continue to grow at a rapid pace. Although natural protein therapeutics generally offer the immediate prospect of high
specificity for target, (a matter that is a developmental issue for small molecule drug development), they are usually short-lived and difficult to deploy as therapeutics without modification. In general, a major problem with all therapeutics has
been delivery to its ultimate target in sufficient quantities to control disease and discomfort, free of toxic effects. To deal with this issue, the use of conjugates which modify drug properties by the addition of appropriate appendages for
targeting, delivery, and duration of action, is proliferating. Management believes that an emphasis on technology that can specifically attach such therapeutic-enhancing entities at a variety of points along the protein surface is potentially
invaluable.

Current strategies for the preparation of protein conjugates most often require either mutation of the natural sequence of the protein, or molecular biological approaches with serious limitations in the type and numbers of points of
attachment to which appendages can be linked.

The Company believes that technologies that have the ability to identify novel sites on surfaces of natural (unmutated) proteins that tolerate the specific attachment of therapeutic-enhancing

---

entities, should hold a powerful advantage over
current approaches. Such technologies can provide unique proprietary
intellectual property and, in principle, uncover a variety of sites on specific
protein targets that can be exploited commercially. Since traditionally, drug
development is regarded as a numbers game in which several candidates usually
have to be investigated to discover molecules with the right mix of properties
for clinical investigation and regulatory approval, having a plurality of sites
of attachment is a major plus. Consequently, the Company has chosen to develop a
technological approach with general applicability to the attachment of
appendages at a variety of sites along protein and other polymer
surfaces.

The Company has also entered into a strategic
research and development agreement with Atreus Pharmaceuticals, Inc., to explore
the development of novel protein - in vivo imaging agents using advanced
site-directed protein modification techniques developed by APT.

Additional challenges this year involved the
consolidation of three companies involved in the financing and closing:
Thrilltime Entertainment, Advanced Proteome Therapeutics Inc, and Advanced
Proteome Therapeutics Corporation. Considerable time and effort was required for
streamlining costs, instituting accounting practices, and dealing with
compliance issues, scaled to the size of the Company and its available
resources.

The Company was fortunate to have 11,495,130 warrants
and 3,163,492 agents warrants exercised at a price of $0.15 and $0.10,
respectively, for proceeds of $1,724,270 Cdn and $316,349 Cdn. Current proceeds
will be used to advance protein conjugates in development, and for the continued
improvement of proprietary core technologies in order to increase efficiencies
of research and development activities with the goal of out-pacing the
competition and dominating the field of protein-site targeting. The Company
believes that it has sufficient resources to pursue near term objectives using
contractual services along with its in-house capabilities. It will be necessary
for the Company to raise additional support to bring on-going programs to
fruition, to expand its programs to include additional commercial targets of
interest to big Pharma for deal-making purposes, to perfect its technological
capabilities for competitive advantage, and to grow the Company to a practical,
independent entity with powerful in-house capabilities.

To the extent possible, management endeavors to
implement strategies aimed at reducing or mitigating the risks and uncertainties
associated with the Companys business. Operating risks include (i) market
acceptance of the Companys technology and products, (ii) the Companys ability
to obtain and enforce timely patent protection of its technology and products,
(iii) the Companys ability to manufacture its products cost effectively; (iv)
the competitive environment and impact of technological change, and (v) the
continued availability of capital to finance the Companys
activities.

|Critical Accounting Policies and Estimates
|------------------------------------------

The attached consolidated financial statements have
been prepared on a going concern basis which assumes that the Company will be
able to realize its assets and discharge its liabilities in the normal course of
business for the foreseeable future. The continuing operations of the Company
are dependent upon its ability to continue to raise adequate financing and to
develop profitable operations in the future. The Company generated operating
losses in the fiscal years ended July 31, 2007 and 2006. The application of the
going concern concept is dependent on the Companys ability to obtain a viable
operation and receive continued financial support from its shareholder and from
external financing. Management is of the opinion that sufficient working

---

capital will be obtained from external financing to
meet the Companys liabilities and commitments through the end of the 2008 fiscal year.

There can be no assurances that the Company will be
successful in raising additional cash to finance operations or that the
continued support of creditors and shareholders will be available. The
consolidated financial statements do not include any adjustments relating to the
recoverability of assets and classification of assets and liabilities that might
be necessary should the Company be unable to continue as a going
concern.

These consolidated financial statements include the
accounts of the Company, its wholly-owned Canadian subsidiary Thrilltime
Entertainment International Inc., incorporated in British Columbia, Canada and
its 56% owned US subsidiary, Advanced Proteome Therapeutics, Inc., incorporated
under the laws of the State of Delaware. All significant inter-company
transactions have been eliminated on consolidation.

|Use of Estimates
|----------------

The preparation of consolidated financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amount of the assets
and liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amount of revenues and
expenses during the year. Actual results could differ from those
estimates.

|Equipment
|---------

Equipment is recorded at cost and is amortized over
their remaining estimated useful economic life as follows:

- Lab equipment Declining balance basis at 20% per annum
- Office equipment Declining-balance basis at between 20% and
  30% per annum
- Computer equipment Declining balance basis at 20% per
  annum

|Deferred costs
|--------------

Costs related to raising capital or acquiring a
business such as corporate finance costs, legal fees and sponsorship fees are
recognized as a capital transaction or included in the cost of an acquired
business and allocated to acquired net assets. Such costs are deferred until the
corresponding transaction is complete. If the corresponding transaction is
abandoned, the related costs are written off in the statement of
operations.

|Stock based compensation
|------------------------

Stock options and direct awards of stock granted to
employees and non-employees are recorded at fair value on the date of grant and
the associated expense is amortized over the vesting period. The Company issues
shares and share options under its share-based compensations plans. Any
consideration paid upon exercise of the share options or purchase of shares is
credited to share capital.

|Translation of foreign currencies
|---------------------------------

The Companys functional currency is the U.S. dollar.
Transactions denominated in foreign currencies, but for which the functional
currency of the operations is the United States dollar, are translated at the
exchange rate in effect at the transaction date. Monetary assets and liabilities
denominated in currencies other than the functional currency are translated at
the exchange rate

---

prevailing at the balance sheet date. Exchange gains and losses on translation are included in earnings.

|Patent application and technology
|---------------------------------

The costs incurred to acquire options and/or rights to technologies and also the costs to register patents on these technologies have been capitalized and will be amortized over the estimated useful lives of the technology commencing
upon its commercial release.

Research costs are expensed as incurred. Development costs which meet generally accepted criteria, including reasonable assurance regarding recoverability, are deferred and amortized from the beginning of commercial production.
Annually, the Company reviews the recoverability of deferred development costs through an evaluation of the expected future cash flows from commercialization of the associated products to determine if there has been an impairment in the recoverable
amount.

When management believes that the Company will no longer pursue an option, patent or right, or if management concludes that it is recorded at an amount in excess of its net recoverable amount, the cost associated with the option, patent
or right is written off or written down.

|Long lived assets
|-----------------

Long-lived assets, including equipment and intangible assets with finite useful lives, are amortized over their useful lives. The Company reviews long-lived assets for impairment annually or more frequently if events or changes in
circumstances indicate that the carrying amount may not be recoverable. If the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of a group of assets is less than its carrying amount, it is considered
to be impaired. An impairment loss is measured as the amount by which the carrying amount of the group of assets exceeds its fair value. No impairment was recorded for the years ended July 31, 2007 and 2006.

|Income taxes
|------------

The Company follows the asset and liability method of accounting for income taxes whereby future income taxes are recognized for the future income tax consequences attributable to differences between the financial statement carrying
values and their respective income tax bases (temporary differences). Future income tax assets and liabilities are measured using enacted or substantively enacted income tax rates expected to apply to taxable income in the years in which temporary
differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in tax rates is included in income in the period in which the change occurs. The amount of future income tax assets recognized is
limited to the amount that is more likely than not to be realized.

|Earnings (loss) per share
|-------------------------

Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares outstanding during the reporting period. Diluted earnings per share are computed similar to basic earnings per share
except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock
options were exercised and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period.

|Outstanding Share Data
|----------------------

---

The authorized share capital of Advanced Proteome
Therapeutics Corporation is an unlimited number of common shares, without par
value. At July 31, 2007 there were 56,167,714 shares outstanding (July 31, 2006:
26,507,297). There are 14,896,617 common shares allocable for issuance upon the
exercise of outstanding share purchase warrants (July 31, 2006: 3,000,000) and
5,070,000 common shares allocable for issuance upon the exercise of outstanding
stock options.

|Results of Operations
|---------------------

|Net Loss
|--------

The consolidated net loss for the Fiscal Year Ended
July 31, 2007, was $ (1,895,980) or $(0.04) per share as compared with a net
loss of $(137,454) or $(0.01) per share for Fiscal Year Ended July 31,
2006. During fiscal 2005 the Company had disposed of all of its subsidiary assets.  As a result the Company had no ongoing business or revenues during fiscal 2006.  On October 25, 2006 the company completed the acquisition of a 56% interest in Advanced Proteome Therapeutics Corporation.  APT is establishing a new pharmaceutical development business and is in the early drug discovery and development stage.

|Revenues
|--------

During the Fiscal year ending July 31, 2007 the
company recorded $58,933 (2006 - $10,531) as interest income from funds placed
on deposit with financial institutions.  As the Company is in the early drug discovery and development stage it has not yet established any sales revenues.

|Operating expenses
|------------------

Operating Expenses were $2,217,365 for the Fiscal
Year Ended July 31, 2007, compared with $186,085 for the Fiscal Year Ended July
31, 2006.

Amounts by major sub-category are as
follows:

|                            |   | 2007      |   |   | 2006    |  
|--------------------------- | - | --------- | - | - | ------- | -
|                            |   |           |   |   |         |  
|Amortization of equipment   | $ | 29,756    |   | $ | 754     |  
|Bank charges                |   | 480       |   |   | 518     |  
|Consulting                  |   | 38,795    |   |   | 27,703  |  
|General and administration  |   | 43,498    |   |   | 11,464  |  
|Foreign exchange            |   | (14,365   | ) |   | (11,183 | )
|Insurance                   |   | 27,213    |   |   | 1,120   |  
|Interest expense            |   | 8,901     |   |   | -       |  
|Investor relations          |   | 9,500     |   |   | -       |  
|Professional fees           |   | 129,059   |   |   | 123,824 |  
|Regulatory filings          |   | 35,009    |   |   | 10,286  |  
|Rent                        |   | 50,333    |   |   | 15,771  |  
|Shareholder information     |   | 8,969     |   |   | -       |  
|Stock based compensation    |   | 376,908   |   |   | -       |  
|Supplies                    |   | 72,134    |   |   | -       |  
|Travel and entertainment    |   | 23,004    |   |   | -       |  
|Write off of patent         |   | 1,077,669 |   |   | -       |  
|applications and technology |   |           |   |   |         |  
|Wages and benefits          |   | 300,502   |   |   | 5,828   |  
|                            |   |           |   |   |         |  
|                            | $ | 2,217,365 |   | $ | 186,085 |  



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Depreciation and
  Amortization

Amortization expense relates to the amortization
  of equipment. The Company purchased laboratory and office equipment during
  fiscal 2007. For the Fiscal Year Ended July 31, 2007, related amortization
  expense was $29,756, compared with $754 for the Fiscal Year Ended July 31,
  2006.

Other Operating expenditures

The Company incurred $1,077,669 of patent
  application and technology costs which were charged directly to operations
  during fiscal 2007. General and administrative expenditures, insurance, rent,
  supplies, travel and entertainment and wages and benefits exceeded 2006
  comparatives as a result of the Companys engagement in early stage development
  activities. During fiscal 2006 the Company had no ongoing business. Professional
  fees, regulatory fees, investor relations, and expenditures for shareholder
  information were directed toward the administration of the Company as a publicly
  held entity listed on the TSX exchange. These expenditures exceeded 2006
  expenditures as a result of the Companys completion of financing and the
  acquisition of a 56% interest in Advanced Proteome Therapeutics Inc. During 2007
  the Company also recorded stock based compensation related to the issuance of
  incentive stock options to employees, officers and directors.

Differencesbetween
  Canadian and United States Generally Accepted Accounting
  Principles

Accounting practices under Canadian and United
  States generally accepted accounting principles (GAAP), as they affect the
  Company are substantially the same except for the following:

Going Concern

These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to develop profitable operations in the future.
Subsequent to July 31, 2007 the Company raised additional funds pursuant to the exercise of warrants.  Management is of the opinion that these funds when combined with the working capital on hand at the fiscal year end, will be sufficient to sustain operations, and to meet the Company's liabilities and commitments to the next fiscal year end.

Other Income

Under United States GAAP, other income is not
  considered revenue and is shown under expenses. Under Canadian GAAP, other
  income is included in revenue. This difference has no impact on the net
  loss.

Patent

Under United States GAAP, the in-process research
  and development costs acquired on the business combination must be expensed
  immediately. This results in an increase in the net loss before non-controlling
  interest of $1,077,669. Under Canadian GAAP, these costs have been capitalized
  and are reviewed for impairment on an annual basis.

Lab equipment

Under United States GAAP, lab equipment acquired
  for research and development that has not otherwise been acquired for
  alternative future use must be expensed immediately. This results in an increase
  in the net loss before non-controlling interest of $247,647. Under Canadian
  GAAP, these costs have been capitalized and are amortized over their remaining
  estimated useful economic life.

Significant differences between Canadian GAAP and
  U.S. GAAP

Significant differences between Canadian GAAP and
  U.S. GAAP would have the following effect on reported net income (loss) of the
  Company:

---

|                                  |   |            |   |   |          |   |   |           |  |   |                  |  
|--------------------------------- | - | ---------- | - | - | -------- | - | - | --------- |  | - | ---------------- | -
|                                  |   | July 31,   |   |   | July 31, |   |   | July 31,  |  |   | Note 4           |  
|                                  |   | 2007       |   |   | 2006     |   |   | 2005      |  |   | Cumulative -     |  
|                                  |   |            |   |   |          |   |   |           |  |   | October 25, 2006 |  
|                                  |   |            |   |   |          |   |   |           |  |   | to               |  
|                                  |   |            |   |   |          |   |   |           |  |   | July 31, 2007    |  
|                                  |   |            |   |   |          |   |   |           |  |   |                  |  
|Net loss for the year in          | $ | (1,895,980 | ) | $ | (137,454 | ) | $ | 2,628,320 |  | $ | (1,809,850       | )
|accordance with Canadian          |   |            |   |   |          |   |   |           |  |   |                  |  
|GAAP                              |   |            |   |   |          |   |   |           |  |   |                  |  
|Adjustments                       |   |            |   |   |          |   |   |           |  |   |                  |  
|Non-controlling interest          |   | 109,015    |   |   | -        |   |   | -         |  |   | 109,015          |  
|Amortization of equipment         |   | 27,560     |   |   | -        |   |   | -         |  |   | 27,560           |  
|Lab equipment used for            |   | (275,207   | ) |   | -        |   |   | -         |  |   | (275,207         | )
|Research and Development          |   |            |   |   |          |   |   |           |  |   |                  |  
|                                  |   | (138,632   | ) |   | -        |   |   | -         |  |   | (138,632         | )
|                                  |   |            |   |   |          |   |   |           |  |   |                  |  
|Net loss for the year in          | $ | (2,034,612 | ) | $ | (137,454 | ) | $ | 2,628,320 |  | $ | (1,948,482       | )
|accordance with U.S.              |   |            |   |   |          |   |   |           |  |   |                  |  
|GAAP                              |   |            |   |   |          |   |   |           |  |   |                  |  
|                                  |   |            |   |   |          |   |   |           |  |   |                  |  
|                                  |   |            |   |   |          |   |   |           |  |   |                  |  
|Basic and diluted loss per common |   |            |   |   |          |   |   |           |  |   |                  |  
|share, Canadian and U.S. GAAP     | $ | (.04       | ) | $ | (.01     | ) | $ | .13       |  | $ | (.04             | )

The following is an analysis of the Companys
  deficit incorporating the differences between Canadian and U.S. GAAP:

|                                  |   |             |   |   |            |   |   |            |  
|--------------------------------- | - | ----------- | - | - | ---------- | - | - | ---------- | -
|                                  |   | July 31,    |   |   | July 31,   |   |   | July 31,   |  
|                                  |   | 2007        |   |   | 2006       |   |   | 2005       |  
|Deficit under Canadian
      GAAP | $ | (10,280,853 | ) | $ | (8,384,873 | ) | $ | (8,247,419 | )
|Adjustments to net income (loss)  |   | (138,632    | ) |   | -          |   |   | -          |  
|Deficit under U.S. GAAP           | $ | (10,419,485 | ) | $ | (8,384,873 | ) | $ | (8,247,419 | )

The following is an analysis of the Companys
  shareholders equity incorporating the differences between Canadian and U.S.
  GAAP:

|                                          |   |          |   |   |          |  |   |          | 
|----------------------------------------- | - | -------- | - | - | -------- |  | - | -------- | 
|                                          |   | July 31, |   |   | July 31, |  |   | July 31, | 
|                                          |   | 2007     |   |   | 2006     |  |   | 2005     | 
|Shareholders equity under Canadian       | $ | 903,993  |   | $ | 221,480  |  | $ | 58,940   | 
|GAAP                                      |   |          |   |   |          |  |   |          | 
|Adjustments to net loss and
      deficit |   | (138,632 | ) |   | -        |  |   | -        | 
|Shareholders equity under U.S. GAAP      | $ | 765,361  |   | $ | 221,480  |  | $ | 58,940   | 

---

The following is an analysis of major balance
  sheet categories reflecting the application of U.S. GAAP:

|                                     |   |           |  |   |          | 
|------------------------------------ | - | --------- |  | - | -------- | 
|                                     |   | July 31,  |  |   | July 31, | 
|                                     |   | 2007      |  |   | 2006     | 
|Total current assets                 | $ | 1,358,043 |  | $ | 118,424  | 
|Demand promissory note               |   | -         |  |   | 132,556  | 
|Deferred costs                       |   | -         |  |   | 57,271   | 
|Equipment                            |   | 10,710    |  |   | 2,114    | 
|Total assets under U.S. GAAP         | $ | 1,368,753 |  | $ | 310,365  | 
|Total current liabilities            | $ | 174,205   |  | $ | 88,885   | 
|Non-controlling
      interest       |   | 429,187   |  |   | -        | 
|Shareholders equity                 |   | 765,361   |  |   | 221,480  | 
|Shareholders equity under U.S. GAAP | $ | 1,368,753 |  | $ | 310,365  | 

The following is an analysis of major cash flow
  statement categories reflecting the application of U.S. GAAP:

|                                                   |   |            |   |   |          |   |   |         |   |   |                  |  
|-------------------------------------------------- | - | ---------- | - | - | -------- | - | - | ------- | - | - | ---------------- | -
|                                                   |   |            |   |   |          |   |   |         |   |   | Note 4           |  
|                                                   |   | 2007       |   |   | 2006     |   |   | 2005    |   |   | Cumulative -     |  
|                                                   |   |            |   |   |          |   |   |         |   |   | October 25, 2006 |  
|                                                   |   |            |   |   |          |   |   |         |   |   | to               |  
|                                                   |   |            |   |   |          |   |   |         |   |   | July 31, 2007    |  
|                                                   |   |            |   |   |          |   |   |         |   |   |                  |  
|CASH FLOWS FROM (USED IN)                          |   |            |   |   |          |   |   |         |   |   |                  |  
|OPERATING ACTIVITIES                               |   |            |   |   |          |   |   |         |   |   |                  |  
|In
      accordance with Canadian GAAP             | $ | (765,434   | ) | $ | (189,335 | ) | $ | 34,686  |   | $ | (763,819         | )
|Adjustment:                                        |   |            |   |   |          |   |   |         |   |   |                  |  
|Lab equipment used for research and                |   | (275,207   | ) |   | -        |   |   | -       |   |   | (275,207         | )
|development                                        |   |            |   |   |          |   |   |         |   |   |                  |  
|In
      accordance with US GAAP                   |   | (1,040,641 | ) |   | (189,335 | ) |   | 34,686  |   |   | (1,039,026       | )
|                                                   |   |            |   |   |          |   |   |         |   |   |                  |  
|                                                   |   |            |   |   |          |   |   |         |   |   |                  |  
|CASH FLOWS FROM (USED IN)                          |   |            |   |   |          |   |   |         |   |   |                  |  
|FINANCING
      ACTIVITIES                         |   | 2,262,145  |   |   | 232,902  |   |   | (14,595 | ) |   | 2,260,530        |  
|                                                   |   |            |   |   |          |   |   |         |   |   |                  |  
|                                                   |   |            |   |   |          |   |   |         |   |   |                  |  
|CASH FLOWS FROM (USED IN)                          |   |            |   |   |          |   |   |         |   |   |                  |  
|INVESTING
      ACTIVITIES                         |   |            |   |   |          |   |   |         |   |   |                  |  
|In accordance with
      Canadian GAAP             |   | (290,850   | ) |   | (132,556 | ) |   | -       |   |   | (290,850         | )
|Adjustment:                                        |   |            |   |   |          |   |   |         |   |   |                  |  
|Purchase of lab equipment                          |   | 275,207    |   |   | -        |   |   | -       |   |   | 275,207          |  
|In
      accordance with US GAAP                   |   | (15,643    | ) |   | (189,335 | ) |   | 34,686  |   |   | (15,643          | )
|                                                   |   |            |   |   |          |   |   |         |   |   |                  |  
|Change in cash during the
      year               |   | 1,205,861  |   |   | (88,989  | ) |   | 20,091  |   |   | 1,205,861        |  
|                                                   |   |            |   |   |          |   |   |         |   |   |                  |  
|Cash and cash equivalents,
      beginning of year |   | 101,315    |   |   | 190,304  |   |   | 170,213 |   |   | 101,315          |  
|                                                   |   |            |   |   |          |   |   |         |   |   |                  |  
|                                                   | $ | 1,307,176  |   | $ | 101,315  |   | $ | 190,304 |   | $ | 1,307,176        |  
|Cash and cash equivalents, end of year             |   |            |   |   |          |   |   |         |   |   |                  |  

---



|Commitments
|-----------

The Company is committed to license premises at a
monthly rent of $ 6,250 for a period of 1 year, commencing January 1, 2007, with
an option to extend the license for 1 additional year.

|Subsequent events
|-----------------

Subsequent to the year ended July 31, 2007,
11,495,130 warrants and 3,163,492 agents warrants were exercised at a price of
$0.15 and $0.10 respectively for proceeds of $1,724,270 Cdn and $316,349 Cdn.
The impact of these warrants has not been reflected in these financial
statements as they were exercised subsequent to year end.

Liquidity and capital resources.

The Company has financed activities, operations and
capital expenditures primarily from public and private equity and repayable
loans. Until the Company receives substantial revenue from product sales, it
plans to issue more securities at such time as it believes additional capital
could be obtained on favorable terms. However, there can be no assurance that
such funds can be available on favorable terms, if at all.

As at July 31, 2007, the Company had cash and cash
equivalents of $1,307,176 and working capital of $1,329,490. This compares with
cash and cash equivalents of $101,315 and a working capital position of $29,539
at July 31, 2006.

Cash provided by the issuance of 29,660,417 new
common shares during the fiscal year ended July 31, 2007 was $2,201,585;
inclusive of $389,135 received pursuant to the exercise of 4,010,417 warrants
and $28,500 received pursuant to the exercise of 150,000 incentive stock
options.

The Company believes that cash flows from operations
and funds on hand will be sufficient to fund its cash requirements through 2008.
However, the Company plans to issue more securities at such time as it believes
additional capital could be obtained on favorable terms. There can be no
assurance that such funds can be available on favorable terms, if at all. The
Company has no material commitments.

---

Results of Operations - fiscal 2006 compared
  to 2005

Net Income (Loss)

The consolidated net loss for the Fiscal Year
  Ended July 31, 2006, was $ (137,454) or $(0.01) per share as compared with a net
  income of $2,628,320 or $0.13 per share for Fiscal Year Ended July 31, 2005. The
  2006 fiscal figures included $2,964,808 related to a gain on settlement of
  subsidiary net assets. The Company entered into an agreement to sell the net
  assets held by Skycoaster, Inc. in exchange for all related debt and obligations
  between the Company and the purchaser. Effective July3, 2005 , the Company
  entered into an agreement to sell the net assets of Superstar Dragsters, Inc. in
  exchange for all obligations between the Company and the purchaser.

|Revenues                                                                                                                                                                                                                                                                                                                                                                                                                           
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|During the Fiscal year ending July 31, 2006
      the company recorded $10,531 (2005 - $25,780) as other
        income. During fiscal 2005 the Company sold all assets of its wholly-owned
        subsidiaries and as a result had no ongoing business
          or revenues during fiscal 2006. During fiscal 2005 the company reported net revenues from product sales of $226,871 and
            royalty revenue of $520,163.

|Operating expenses                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Operating Expenses were $186,085 for the
      Fiscal Year Ended July 31, 2006, compared with $1,136,054 for the Fiscal Year Ended July 31, 2005. The substantial
        difference related to the elimination of debt upon the
          disposition of the subsidiary net assets and the cessation of
          active operations as a result.

Amounts by major sub-category are as
  follows:

2006
      
      
      2005Amortization of equipment
      $
      754
      
      $
      3,146Bank charges
      
      518
      
      
      38,919Consulting
      
      27,703
      
      
      167,884General and administration
      
      11,464
      
      
      57,951Foreign exchange
      
      (11,183
      )
      
      53,667Insurance
      
      1,120
      
      
      60,282Interest expense
      
      -
      
      
      223,297Marketing and selling
      
      -
      
      
      18,207Professional fees
      
      123,824
      
      
      107,889Regulatory filings
      
      10,286
      
      
      10,817Rent
      
      15,771
      
      
      78,979Research and development
      
      
      
      
      7,585Wages and benefits
      
      5,828
      
      
      307,431$
      186,085
      
      $
      1,136,054




---

C.Research and development,
patents and licenses, etc.

A major patent application covering several aspects
of the technology has been submitted to the U.S. Patent and Trademark Office.
Eight separate inventions including the modification of a target group, the
preparation of activated polymer complexes, the modification of a biological
molecule, and the modulatory mapping of biological molecules are disclosed and
are under review. Seventeen years of protection is provided for inventions from
the date of issuance of the relevant patent. Additional intellectual property
has been disclosed related to improvements in methodology, oral bioavailability
and increased duration of action, and is being reviewed by patent counsel before
filing.

Details of the patent application are as
follows:

Patent (Application No.
WO2004066917) Application made on 2004-08-12

Patent (Application No.
US2004176575) Application made on 2004-09-09

Discussions of APT's intellectual property are
protected by confidentiality agreements that are reviewed independently by APT's
counsel.

D.Trend
information.

The Company is a development-stage company and has
not produced a commercial product to date. It is dependent on outside sources of
financing, and faces uncertainties related to research and development of
technologies and the drug product regulatory requirements. Additional discussion
of these and other uncertainties is contained in Item 4.B - Business overview
and Item 5.A - Operating and financial review and prospects.

E.Off-balance sheet
arrangements.

The Company does not have any off-balance sheet
arrangements, as such term is defined in the instructions to Form
20-F.

F.Tabular disclosure of
contractual obligations.

Other than a premises license requiring monthly
payments of $ 6,250 for one year commencing January 1, 2007, with an option to
extend for an additional year, the Company does not have any contractual
obligations.

G.Safe harbor.

No response
required.

Item 6. Directors, Senior Management and Employees

A.Directors and senior
management.

---

Alexander (Allen) Krantz, Ph.D.,age 67, Chief Executive Officer, Chief Financial Officer and Director of the Company, founded Advanced Proteome Therapeutics, Inc. in August 2002 and served as its President
and a director since inception. Dr. Krantz has had a varied career as a high level operative in academia and industry. From 1968 to 1974, he was a member of the Faculty of Chemistry at the State University of New York at Stony Brook and from 1974 to
1981 he was a tenured Professor with appointments in both the Department of Chemistry and the Department of Pharmacological Sciences in the Medical School in that same institution. Between 1975 and 1977, Dr. Krantz pursued biochemical studies on
sabbatical leave at Harvard University and the Veteran's Administration Hospital in San Francisco, California and was a NATO Senior Fellow and lecturer at various European universities. From 1981 to 1992, Dr. Krantz was Director of Research at
Syntex Research Canada where he established major therapeutic programs. He also held Adjunct Professorships during this period at the Universities of Toronto and Guelph. In 1992, Dr. Krantz was appointed Vice-President of Research at Syntex and held
the title of Distinguished Scientist from 1993-1994. From June 1994 to November 1997, Dr. Krantz served as Executive Vice President, Research of RedCell, Inc., the forerunner of ConjuChem, (TSX: CJC), and served as the Directeur Scientifique of the
European office in France during the same period. Dr. Krantz was responsible for transforming the company's program to a practical focal point on human serum albumin as a carrier of drugs. Since August 2005, Dr. Krantz has been founder and President
of Pharmena North America Incorporated, a newly created, privately held, biotechnology company. Dr. Krantz obtained his Masters of Science and Ph.D. from Yale University.

Robert Bender,age 60, a director of the Company, has been founder of Robert Bender Consultants Ltd. since 1995. He served as CEO and a director of Select Therapeutics, a company trading on AMEX from January
1997 to May 2002. Mr. Bender has been active in entrepreneurial, technology-based companies, primarily in the life sciences and health care field, since 1972. His professional focus has been on the assessment and development of new ventures. Mr.
Bender has extensive experience in institutional and private venture capital, and has worked with Adler & Co. in New York City, N.Y. and Ventures West in Vancouver, B.C. He has participated in the management or development of a number of
privately held start-up companies and is active in the transfer of technology between corporations, and from academic institutions.

Jean Bellin, age 57, a director of the Company, is President of Metagenics, and has more than 25 years experience in the pharmaceutical industry, including sales, marketing, business development, mergers and
acquisitions, and general managementboth domestic and international. Mr. Bellin began his pharmaceutical industry career with 12 years at Eli Lilly & Company, holding positions in sales, marketing, and general management in Brazil, the
U.S., the Scandinavian countries, and Italy. He then founded and served as Managing Director of DuPont Pharma Italy.

In 1993, Mr. Bellin became the head of the international division of UCB, a $2 billion publicly-traded, biopharmaceutical group based in Brussels, Belgium. There he managed the pharmaceutical subsidiaries in the U.S., Canada, South
America, Japan, China, and Southeast Asia. Later he managed the osteohealth and animal health divisions of Sankyo Pharmaceuticals Company, Ltd., then the second largest pharmaceutical company in Japan. More recently, he was the Chief Executive
Officer of Mountain View Pharmaceuticals, Inc., a California-based biopharmaceutical company, where the PEGylation of therapeutic proteins was a major focus. Mr. Bellin received his bachelors degree in Economic, Political, and Social Sciences
from Facultés Universitaires Saint Louis in Brussels and a license in applied economic sciences from the Université Catholique de Louvain in Belgium. Mr. Bellin also currently serves on the board of

---

directors for KV Pharmaceutical Company, a
publicly-traded, specialty pharmaceutical company based in St. Louis, Missouri.
He is fluent in four languages, including English, French, Italian, and
Portuguese.

Russell E. Phares, Ph.D.,age 70, a director of the Company, is a
graduate of Purdue University where he obtained his Ph.D. in pharmacy. He is
formerly Assistant Professor of Pharmacy at the University of Florida. His
subsequent career has spanned more than thirty-five years in the pharmaceutical
industry. It has provided him extensive experience in R&D, including the
discovery and development of new products, at Barnes-Hind Pharmaceuticals, Alza
Corporation and CooperVision Pharmaceuticals. For ten years Dr. Phares was CEO
at CooperVision Pharmaceuticals and Cooper Laboratories, after which he became a
business and technical consultant to the rapidly growing California
pharmaceutical industry. During his career he has planned and executed the
development of more than a dozen new pharmaceuticals which have been
successfully marketed. Additionally, he has been responsible for business
development, sales/marketing and business planning activities, having
successfully developed long term strategies for new as well as established
pharmaceutical businesses.

Dr. Gary Hayes, M.D.,age
53, a director of the Company, has been in family medical practice since
December 1980. Dr. Hayes was awarded the M.D. degree from the University of
Manitoba, Winnepeg, Manitoba, in 1978. He has been a member of the British
Columbia College of Physicians and Surgeons since September 1980. Dr. Hayes
served as a Director of Thrilltime Entertainment from February 1993 to November
1998.

There are no family relationships among the persons
named above, nor any arrangement or understanding with major shareholders or
others pursuant to which any person named above was selected as a director of
member of senior management.

B.Compensation

Executive Officers

In this section Named Executive Officer means each
Chief Executive Officer, each Chief Financial Officer and each of the three most
highly compensated executive officers, other than each Chief Executive Officer
and Chief Financial Officer, who were serving as executive officers at the end
of the most recently completed fiscal year and whose total salary and bonus
exceeds $150,000 as well as any additional individuals for whom disclosure would
have been provided except that the individual was not serving as an officer of
the Company at the end of the most recently completed financial year
end.

Alexander (Allen) Krantz, the Companys President,
Chief Executive Officer and Chief Financial Officer and W. Benjamin Catalano,
the Companys former Chief Executive Officer, are the Named Executive Officers
of the Company for the purposes of the following disclosure. The compensation
paid to the Named Executive Officers during the Company’s three most  recently completed financial years is set forth below.

|         | Annual Compensation | Long Term
      Compensation |      
|-------- | ------------------- | ---------------------------- | -----
|         | Awards              | Pay outs                     |      
|$        |                    
|Name and | Year                | Salary                       | Bonus

---

Principal Position
    
    
    
    Annual Compensation
    Under Options/ SARs Granted (#)
    Units Subject
      to Resale Restrictions
      ($)
    Payours
      ($)
    Compensation ($)Alexander (Allen)
      Krantz CEO and CFO
    2007
    $131,249.88
    Nil
    $53,230.201
    2,000,000
    Nil
    Nil
    NilW. Benjamin Catalano2
    2007
    $6,776.58
    Nil
    Nil
    300,000
    Nil
    Nil
    Nil2006
    $11,488.16
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil2005
    $24,573.00
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


|1 | Of this amount $38,966.66 was paid to Mr. Krantz as
      consulting fees and $14,263.54 paid in relation to relocation
      expenses.                                                                                                                                                                                                                                                                         
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|2 | Mr. Catalano resigned as President, Chief Executive
      Officer and Chief Financial Officer effective October 23, 2006 and
      resigned his position from the board of directors on May 11, 2007. Mr.
      Catalano remains engaged with the Company in a consultant capacity.
      Formerly, he was President, Chief Executive Officer and director of
      Thrilltime Entertainment International, Inc.

There were no long term incentive plans for any Named
Executive Officers of the Company during the most recently completed financial
year.

Share Options/Stock Appreciation Rights

The Company has a stock option plan that was approved
by shareholders at the Companys annual general meeting held on October 25, 2006
(the Plan). The Plan allows the directors to grant stock options to purchase
up to 10% of issued and outstanding totaling 5,616,771 common shares, provided
that stock options in favor of any one individual may not exceed 5% of the
issued and outstanding shares. No stock option granted under the Plan is
transferable by the optionee other than by will or the laws of descent and
distribution, and each stock option is exercisable during the lifetime of the
optionee only by such optionee.

The exercise price of all stock options granted under
the Plan must not be less than the Discounted Market Price (the last closing
price of the listed shares before the date of the grant, less the applicable
discounts), subject to a minimum price of Cdn. $0.10 per share, and the maximum
term of each stock option may not exceed five years. Vesting is provided at the
discretion of the directors and once vested, options are exercisable at any
time. Any shares issued on the exercise of stock options must be legended with a
four-month holding period commencing on the date the stock options were
granted.

The Plan has been established to provide incentive to
qualified persons to increase their proprietary interest in the Company and
thereby encourage their continuing association with the Company. The Plan is
administered by the directors of the Company and provides for grants to
directors, officers, employees or consultants of the Company or a subsidiary of
the Company. All options expire on a date not later than ten years after the
date of grant of such option.

Stock appreciation rights (SARs) means a right,
granted by the Company or any of its subsidiaries as compensation for services
rendered or in connection with office or employment, to receive a payment of
cash or an issue or transfer of Shares based wholly or in part on changes in

---

the trading price of the Companys Shares. No SARs
were granted to, or exercised by, any Named Executive Officers or any directors
during the most recently completed financial year.

The share options granted to the Named Executive
Officers during the financial year ended July 31, 2007 were as follows:

|Name                     | Securities Under Options/SARs Granted
      (#) | % of Total Options/SARs Granted to Employees in Financial Year | Exercise or Base
      Price ($/Security) | Market Value of
      Securities Underlying Options/SARs on the Date of Grant ($/Security) | Expiration Date  
|------------------------ | ----------------------------------------------- | -------------------------------------------------------------- | ----------------------------------------- | ------------------------------------------------------------------------------------------ | -----------------
|Alexander (Allen) Krantz | 2,000,000                                       | 40.81%                                                         | $0.20                                     | $0.20                                                                                      | February 12, 2012
|Benjamin Catalano        | 300,000                                         | 6.12%                                                          | $0.20                                     | $0.20                                                                                      | February 12, 2012

The share options exercised by the Named Executive
Officer during the financial year ended July 31, 2007 and the values of such
options at the end of such year were as follows:

Aggregate Option/SAR Exercises During the Most
Recently Completed Financial Year and Financial Year-End Option/SAR
Values

|NAMED EXECUTIVE OFFICERS Name | Securities Acquired on Exercise (#) | Aggregate Value Realized ($) | Unexercised Options/SARs at FY-End (#) Exercisable/ Unexercisable | Value of Unexercised in-the-
      Money Options/SARs at FY-End
      ($) Exercisable/Unexercisable
|----------------------------- | ----------------------------------- | ---------------------------- | ----------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------
|Alexander (Allen) Krantz      | Nil                                 | Nil                          | 500,000/1,500,000                                                 | $55,000/$165,000                                                                                   
|W. Benjamin Catalano          | Nil                                 | Nil                          | 300,000                                                           | $33,000/0                                                                                          

(1) Based upon a closing price of the Companys
Shares on the TSXV as at July 31, 2007 of $0.31.

No share options were repriced on behalf of the Named
Executive Officers during the financial year ended July 31, 2007.

The Company does not have a pension plan under which
benefits are determined primarily by final compensation (or average final
compensation) and years of service.

Termination of Employment, Change in
Responsibilities and Employment Contracts

Pursuant to an employment agreement dated October 26,
2006 the Company, through its then 56%-owned subsidiary, Advanced Proteome
Therapeutics, Inc. engaged the services of

---

Alexander Krantz to perform the role of Chief
Executive Officer for an annual base salary of US$175,000 and reasonable
expenses.

Other than as set out herein there is no written
employment contract between the Company and any Named Executive Officer.

There are no compensatory plan(s) or disposition(s),
with respect to the Named Executive Officer resulting from the resignation,
retirement or any other termination of employment of the officers employment or
from a change of the Named Executive Officers Responsibilities following a
change in control.

Compensation of Directors

Other than as set out above there are no arrangements
which directors were compensated by the Company or its subsidiaries during the
most recently completed financial year for their services in their capacity as
directors or consultants.

C.Board
practices.

The Board of Directors is comprised of five persons
the names of whom are set forth in the table at Item 6.A - Directors and senior
management. The table states the period during which each has served. Each
director was elected at the annual general meeting of the shareholders of the
Company held on January 14, 2007 to serve until the conclusion of the next
annual general meeting of shareholders or, if no director is then elected, until
a successor is elected.

No director has a service contract providing for
benefit upon termination of service.

The Audit Committee is comprised of Robert Bender,
Jean Bellin and Russell Phares. The activities of the Audit Committee are
subject to charter set forth as Exhibit A to the Companys Information Circular
dated December 3, 2007 which was furnished to the SEC under cover of Form 6-K
dated December 12, 2007.

D.Employees.

As of the year ended July 31, 2007, the Company has
no employees, and, as of such date, Advanced Proteome Therapeutics, Inc., its
operating subsidiary, had four employees, all of whom are located in Boston,
Massachusetts.

E.Share
ownership.

Dr. Krantz does not beneficially own any shares of
the Company. He holds 2,000,000 options to purchase common shares of the Company
exercisable at $0.20 per share which expire on February 12, 2012. Mr. Catalano
holds 300,000 options to purchase common shares of the Company exercisable at
$0.20 per share which expire on February 12, 2012.

Item 7. Major Shareholders and Related Party
Transactions

A.Major
shareholders.

---

To the knowledge of the directors and executive
officers of the Company, no person or entity is the beneficial owner of 5% or
more of the Company common shares, which comprises the sole class of securities
of the Company with voting rights.

Approximately 90% of the Companys common shares are
held by residents of Canada and the number of record holders of the common
shares resident in Canadian is approximately 55.

To its knowledge, the Company is not directly or
indirectly owned or controlled by another corporation, foreign government or
other natural or legal person, whether severally or jointly.

B.Related party
transactions.

The Company entered into the following transactions
with related parties:

During the fiscal year ended July 31, 2007 the
Company paid or accrued $14,583 (2006 -$27,703) to Dr. Krantz, an officer and
director of the Company, for consulting services included in general and
administrative costs. Included within accounts payables and accrued liabilities
is $Nil (2006 - $7,070) owing in respect to these services.

Included within amounts due to Dr. Krantz is $145,652, evidenced by a promissory note bearing
interest at a rate of 5% per annum, maturing on December 31, 2008. The amount is
due December 31, 2008 and includes interest accrued of $4,127. During the fiscal
year ended July 31, 2007, interest of $7,076 was paid in cash.

These transactions were in the normal course of
operations and were measured at the exchange amount, which is the amount of
consideration established and agreed to by the related parties.

C.Interests of experts and
counsel.

As the Company is filing this Form 20-F as an annual
report, it is not required to provide information under Item 7.C.

Item 8. Financial Information

A.Consolidated statements
and other financial information.

The financial statements required to be included as
part of this annual report are filed under Item 17 of this annual
report.

B.Significant
changes.

During the three months ended October 31, 2007, the
Company received proceeds of $1,795,670 from the exercise of 11,495,130 warrants
at Cdn$0.15 per share and proceeds of $347.069 from the exercise of 3,312,617
warrants at Cdn$0.10 per share.

Item 9. The Offer and Listing

---

A.Offer and listing
details.

Trading of the common shares of Thrilltime
Entertainment International, Inc. on the TSX-Venture Exchange in Canada was
halted on December 5, 2005 and was reactivated following completion of the
business combination, described at Item 4.A - History and development of the
company.

Set forth in the table below are the high and low
prices for the common shares of the Company for each partial or completed
quarter beginning the October 25, 2006 effective date of the business
combination and ended June 30, 2007 and in each month subsequent
thereto.

|Period                          | High | Low 
|------------------------------- | ---- | ----
|2006 - fourth quarter (partial) | 0.23 | 0.13
|2007 - first quarter            | 0.41 | 0.15
|2007 - second quarter           | 0.48 | 0.30
|July 2007                       | 0.40 | 0.30
|August 2007                     | 0.34 | 0.20
|September 2007                  | 0.31 | 0.25
|October 2007                    | 0.50 | 0.24
|November 2007                   | 0.52 | 0.40
|December 2007                   | 0.46 | 0.40
|January 2008                    | 0.42 | 0.29

B.Plan of
distribution.

Item 9.B is not applicable to annual reports filed on Form
20-F.

C.Markets.

The common shares of the Company are listed and trade under the
symbol APC on the TSX-Venture Exchange.

D.Dilution.

Item 9.D is not applicable to annual reports filed on Form
20-F.

E.Expenses of the
issue.

Item 9.E is not applicable to annual reports filed on Form
20-F.

Item 10. Additional Information.

A.Share capital.

Item 10.A is not applicable to annual reports filed on Form
20-F.

---

B.Memorandum and articles of
association.

The Company was organized as Advanced Proteome Therapeutics
(Canada) Inc. in the Province of British Columbia under the Business
Corporations Act (British Columbia) (the Act) on December 12, 2005, with
the register number BC0742956, and changed its name to its present name on
August 15, 2006.

The following are summaries of matters required to be disclosed in
this Item 10.B that are set forth in the Act, the Companys Notice of Articles
filed with the British Columbia Registrar of Companies on December 12, 2006, and
its Articles as adopted by special resolution of its then sole shareholder as of
October 30, 2006.

1. Objects and Purposes

The Companys Notice of Articles and Articles do not
specify objects or purposes. The Company is entitled under theBusiness Corporations Actto carry on all lawful
businesses which can be carried on by a natural person.

2. Directors

Directors power to vote on a proposal,
arrangement or contract in which the director is interested.

According to theBusiness
Corporations Act, a director holds a disclosable
interest in a contract or transaction if:

|1. | the contract or transaction is material to the
      company;                             
|-- | ------------------------------------------------------------------------------------------
|   |                                                                                           
|2. | the company has entered, or proposes to enter,
      into the contract or transaction, and
|   |                                                                                           
|3  | either of the following applies to the
      director:                                    
|   |                                                                                           
|   | a.                                                                                        
|   |                                                                                           
|   | b.                                                                                        

However, theBusiness
Corporations Actalso provides that in the following
circumstances, a director does not hold a disclosable interest in a contract or
transaction if:

|1. | the situation that would otherwise constitute a
      disclosable interest arose before the coming into force of theBusiness Corporations Actor, if the company was recognized under theBusiness Corporations Act, before that
      recognition, and was disclosed and approved under, or was not required to
      be disclosed under, the legislation that:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | a.                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | b.                                                                                                                                                                                                                                                                                                                                                            

---

|2. | both the company and the other party to the contract or transaction are wholly owned subsidiaries of the same corporation;                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                   
|3. | the company is a wholly owned subsidiary of the other party to the contract or transaction;                                                       
|   |                                                                                                                                                   
|4. | the other party to the contract or transaction is a wholly owned subsidiary of the company; or                                                    
|   |                                                                                                                                                   
|5. | where the director or senior officer is the sole shareholder of the company or of a corporation of which the company is a wholly owned subsidiary.

TheBusiness Corporations Actfurther provides that a director of a company does not hold a disclosable interest in a contract or transaction merely because:

|1. | the contract or transaction is an arrangement by way of security granted by the company for money loaned to, or obligations undertaken by, the director or senior officer, or a person in whom the director or senior officer has a material
interest, for the benefit of the company or an affiliate of the company;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                      
|2  | the contract or transaction relates to an indemnity or insurance;                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                      
|3. | the contract or transaction relates to the remuneration of the director or senior officer in that person's capacity as director, officer, employee or agent of the company or of an affiliate of the company;                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                      
|4. | the contract or transaction relates to a loan to the company, and the director or senior officer, or a person in whom the director or senior officer has a material interest, is or is to be a guarantor of some or all of the loan;
or                                                                              
|   |                                                                                                                                                                                                                                                                                                                      
|5. | the contract or transaction has been or will be made with or for the benefit of a corporation that is affiliated with the company and the director or senior officer is also a director or senior officer of that corporation or an
affiliate of that corporation.                                                   

Under the Companys Articles, a director or senior officer who holds a disclosable interest (as that term is used in theBusiness Corporations Act) in a contract or transaction into
which The Company has entered or proposes to enter:

|1. | is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Act;                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                             
|2. | is not entitled to vote on any directors resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may
vote on such resolution;
|   |                                                                                                                                                                                                                                                             
|3. | and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at
the meeting.    

---

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individuals duty
or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by theBusiness Corporations Act. No director or intended director is disqualified by his or
her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of
the Company in which a director is in any way interested is liable to be voided for that reason.

Directors' power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body.

The compensation of the directors is decided by the directors unless the board of directors requests approval to the compensation from the shareholders by ordinary resolution. TheBusiness Corporations
Actprovides that a director of a company does not hold a disclosable interest in a contract or transaction merely because the contract or transaction relates to the remuneration of the director or senior officer in that
person's capacity as director, officer, employee or agent of the Company or of any affiliate of the Company.

Borrowing powers exercisable by the directors.

Under the Articles, the directors may, on behalf of the Company:

|1. | Borrow money in such manner and amount, on such security, from such sources and upon such terms, and conditions as they consider appropriate;                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                
|2. | Issue bonds, debentures, and other debt obligations either outright or as a security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider
appropriate;
|   |                                                                                                                                                                                                                                                
|3. | guarantee the repayment of money by any other person or the performance of any obligation of any other person; and                                                                                                                             
|   |                                                                                                                                                                                                                                                
|4. | mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.                               

Retirement and non-retirement of directors under an age limit requirement.

There are no such provisions applicable to the Company under its Memorandum or its Articles or theBusiness Corporations Act.

Number of shares required for a directors qualification.

Directors need not own any shares of the Company in order to qualify as directors.

3. Rights, Preferences and Restrictions Attaching to Each Class of Shares

Dividends

---

Dividends may be declared by the Board out of
available assets and are paid ratably to holders of common shares. No dividend
may be paid if the Company is, or would thereby become, insolvent.

Voting Rights

Each Company share is entitled to one vote on matters
to which common shares ordinarily vote including the annual election of
directors, appointment of auditors and approval of corporate changes. Directors
automatically retire at each annual meeting, and may be elected thereat. There
are no staggered directorships among the Companys directors. There are no
cumulative voting rights applicable to the Company.

Rights to Profits and Liquidation
Rights

All of the Companys common shares participate
ratably in any net profit or loss of the Company and shares ratably any
available assets in the event of a winding up or other liquidation.

Redemption

The Company has no redeemable securities authorized
or issued.

Sinking Fund Provisions

The Company has no sinking fund provisions or similar
obligations.

Shares Fully Paid

All shares of the Company must, by applicable law, be
issued as fully paid for cash, property or services. They are therefore
non-assessable and not subject to further calls for payment.

Pre-emptive Rights

There are no pre-emptive rights applicable to the
Company which provide a right to any person to participate in offerings of the
Company's equity or other securities

With respect to the rights, preferences and
restrictions attaching to the Companys common shares, there are generally no
significant differences between Canadian and United States law as the
shareholders, or the applicable corporate statute, will determine the rights,
preferences and restrictions attaching to each class of the Companys
shares.

4. Changes to Rights and Restrictions to
Shares

TheBusiness Corporations
Actprovides that a company may, by the type of
shareholders' resolution specified by the articles, or, if the articles do not
specify the type of resolution, by a special resolution:

| | i) | create special rights or restrictions for, and attach
      those special rights or restrictions to, the shares of any class or series
      of shares, whether or not any or all of those shares have been issued;
      or
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | ii) | vary or delete any special rights or restrictions
      attached to the shares of any class or series of shares, whether or not
      any or all of those shares have been issued.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Companys Articles provide that, subject to theBusiness Corporations Act, the
Company may by ordinary resolution or a resolution of the directors (or a
resolution of the directors in the case of §(c) or §(f) below):

| | (a) | create one or more classes or series of shares or, if
      none of the shares of a class or series of shares are allotted or issued,
      eliminate that class or series of shares;                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                          
| | (b) | increase, reduce or eliminate the maximum number of
      shares that the Company is authorized to issue out of any class or series
      of shares or establish a maximum number of shares that the Company is
      authorized to issue out of any class or series of shares for which no
      maximum is established;
| |     |                                                                                                                                                                                                                                                                                                                          
| | (c) | subdivide or consolidate all or any of its
      unissued, or fully paid issued, shares;                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                          
| | (d) | if the Company is authorized to issue shares
      of a class of shares with par value:                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                          
| | (e) | change all or any of its unissued, or fully
      paid issued, shares with par value into shares without par value or any of
      its unissued shares without par value into shares with par value;                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                          
| | (f) | alter the identifying name of any of its
      shares; or                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                          
| | (g) | otherwise alter its shares or authorized
      share structure when required or permitted to do so by the Act where it
      does not specify a special resolution.                                                                                                                                                      

An ordinary resolution is a resolution of
shareholders that is approved by a majority of those votes cast at a properly
constituted meeting of shareholders. The Articles provide that a special
resolution is a resolution of shareholders that is approved by two thirds (66
2/3%) of those votes cast at a properly constituted meeting of
shareholders.

If special rights and restrictions are altered and
any right or special right attached to issued shares is prejudiced or interfered
with, then the consent of the holders of shares of that class or series by a
special separate resolution will be required.

TheBusiness Corporations
Actalso provides that a company may reduce its capital
if it is authorized to do so by a court order, or, if the capital is reduced to
an amount that is not less than the realizable value of the company's assets
less its liabilities, by a special resolution or court order.

Generally, there are no significant differences
between British Columbia and United States law with respect to changing the
rights of shareholders as most state corporation statutes require shareholder
approval (usually a majority) for any such changes that affect the rights of
shareholders.

---

5. Meetings of Shareholders

The Articles provide that the Company must hold its annual general meeting once in every calendar year (being not more than 15 months from the last annual general meeting) at such time and place to be determined by the directors of the
Company. Shareholders meetings are governed by the Companys Articles but many important shareholder protections are also contained in theSecurities Act(British Columbia) (the Securities
Act) and theBusiness Corporations Act. The Articles provide that the Company will provide at least 21 days' advance written notice of any meeting of shareholders and will provide for certain
procedural matters and rules of order with respect to conduct of the meeting. The directors may fix in advance a date, which is no fewer than 21 days prior to the date of the meeting for the purpose of determining shareholders entitled to receive
notice of and to attend and vote at a general meeting.

TheSecurities Actand theBusiness Corporations Actsuperimpose requirements that generally provide that shareholders meetings require not
less than a 60 day notice period from initial public notice and that the Company makes a thorough advanced search of intermediary and brokerage registered shareholdings to facilitate communication with beneficial shareholders so that meeting proxy
and information materials can be sent via the brokerages to unregistered but beneficial shareholders. The form and content of information circulars and proxies and like matters are governed by the Securities Act and theBusiness Corporations Act. This legislation specifies the disclosure requirements for the proxy materials and various corporate actions, background information on the nominees for election for director, executive
compensation paid in the previous year and full details of any unusual matters or related party transactions. The Company must hold an annual shareholders meeting open to all shareholders for personal attendance or by proxy at each shareholder's
determination. The meeting must be held within 13 months of the previous annual shareholders meeting and must present audited statements which are no more than 180 days old at such meeting.

Most state corporation statutes require a public company to hold an annual meeting for the election of directors and for the consideration of other appropriate matters. The state statutes also include general provisions relating to
shareholder voting and meetings. Apart from the timing of when an annual Meeting must be held and the percentage of shareholders required to call an annual Meeting or an extraordinary meeting, there are generally no material differences between
Canadian and United States law respecting annual meetings and extraordinary meetings.

6. Rights to Own Securities

There are no limitations under the Company's Articles or in theBusiness Corporations Acton the right of persons who are not citizens of Canada to hold or vote common shares.

7. Restrictions on Changes in Control, Mergers, Acquisitions or Corporate Restructuring of the Company

The Companys Articles do not contain any provisions that would have the effect of delaying, deferring or preventing a change of control of the Company. There are no provisions in its Articles triggered by or affected by a change
in outstanding shares which gives rise to a change in control. There are no provisions in the Company's material agreements giving special rights to any person on a change in control.

---

TheBusiness Corporations
Actdoes not contain any provisions that would have the
effect of delaying, deferring or preventing a change of control of a company.

Generally, there are no significant differences
between British Columbia and United States law in this regard, as many state
corporation statutes also do not contain such provisions and only empower a
companys board of directors to adopt such provisions.

8. Ownership Threshold Requiring Public
Disclosure

The Articles of the Company do not require disclosure
of share ownership. Share ownership of director nominees must be reported
annually in proxy materials sent to the Company's shareholders. There are no
requirements under British Columbia corporate law to report ownership of shares
of the Company but the Securities Act requires disclosure of trading by insiders
(generally officers, directors and holders of 10% of voting shares) within 10
days of the trade. Controlling shareholders (generally those in excess of 20% of
outstanding shares) must provide seven days advance notice of share sales. All
insider trading reports filed by the Companys insiders pursuant to Canadian
securities legislation are available on the Internet at www.sedi.ca.

Most state corporation statutes do not contain
provisions governing the threshold above which shareholder ownership must be
disclosed. United States federal securities laws require a company that is
subject to the reporting requirements of the Securities Exchange Act of 1934 to
disclose, in its annual reports filed with the Securities and Exchange
Commission those shareholders who own more than 5% of a corporations issued and
outstanding shares.

9. Differences in Law between the US and British
Columbia

Differences in the law between United States and
British Columbia, where applicable, have been explained above within each
category.

C.Material
contracts.

The Company or a member of its group is a party to
the following material contracts entered into outside the ordinary course of
business during the two years preceding this report:

1. Subscription Agreement dated October 25, 2006,
between Thrilltime Entertainment International, Inc. and Advanced Proteome
Therapeutics, Inc. pursuant to which Thrilltime agreed to purchase 48,007,297
shares of Advanced Proteome in connection with the consummation of the business
combination described at Item 4.D - History and development of the
company.

2. Arrangement Agreement dated August 15, 2006
between Thrilltime Entertainment International, Inc. and the Company for
purposes of the business combination described at Item 4.D - History and
development of the company.

3. Sponsorship Agreement with Bolder Investment
Partners, Ltd., dated May 26, 2005, pursuant to which such Bolder Investment
Partners agreed to act as a sponsor in providing services required to consummate
the business combination described at Item 4.D - History and development of the
company in consideration of $30,000 cash fee, $10,000 for expenses, and 500,000
Thrilltime shares.

---

4. Loan Agreement dated May 25, 2006, between
Thrilltime Entertainment International, Inc., lender, and Advanced Proteome
Therapeutics, Inc., borrower, pursuant to which Thrilltime agreed to lend
$300,000, bearing interest at 1% per annum and convertible into common shares of
the borrower upon consummation of the transaction described at Item 4.D -
History and development of the company.

5. Grid Promissory Note dated as of May 25, 2006,
between Thrilltime Entertainment International, Inc., lender, and Advanced
Proteome Therapeutics, Inc., borrower, as contemplated by the Loan Agreement at
(4) above.

6. Employment Agreement dated October 26, 2006,
between Advanced Proteome Therapeutics, Inc. and Alexander Krantz

D.Exchange
controls.

The Company is a corporation incorporated pursuant to
the laws of the Province of British Columbia, Canada. There is no law or
governmental decree or regulation in Canada that restricts the export or import
of capital, or affects the remittance of dividends, interest or other payments
to a non-resident holder of common shares of the Company, other than withholding
tax requirements. Any such remittances to United States residents are generally
subject to withholding tax, however no such remittances are likely in the
foreseeable future. See "Taxation", below.

There is no limitation imposed by the laws of Canada
or by the charter or other constituent documents of the Company on the right of
a non-resident to hold or vote its common shares, other than as provided in the
Investment Canada Act (Canada) (the "Investment Act"). The following discussion
summarizes the material features of the Investment Act for a non-resident who
proposes to acquire a controlling number of the Companys common shares. It is
general only, it is not a substitute for independent advice from an investor's
own advisor, and it does not anticipate statutory or regulatory amendments. The
Company does not believe the Investment Act will have any affect on it or on its
non-Canadian shareholders due to a number of factors including the nature of its
operations and the Companys relatively small capitalization.

The Investment Act generally prohibits implementation
of a "reviewable" investment by an individual, government or agency thereof,
corporation, partnership, trust or joint venture (each an "entity") that is not
a "Canadian" as defined in the Investment Act (i.e. a "non-Canadian"), unless
after review the Director of Investments appointed by the Minister responsible
for the Investment Act is satisfied that the investment is likely to be of net
benefit to Canada. The size and nature of a proposed transaction may give rise
to an obligation to notify the Director to seek an advance ruling. An investment
in the Companys common shares by a non-Canadian (other than a "WTO Investor" as
that term is defined in the Investment Act and which term includes entities
which are nationals of, or are controlled by nationals of, member states of the
World Trade Organization) when the Company was not controlled by a WTO Investor,
would be reviewable under the Investment Act if it was an investment to acquire
control of the Company and the value of the assets of the Company, as determined
in accordance with the regulations promulgated under the Investment Act, was
over a certain figure, or if an order for review was made by the federal cabinet
on the grounds that the investment related to Canada's cultural heritage or
national identity, regardless of the value of the assets of the Company. An
investment in the Companys common shares by a WTO Investor, or by a
non-Canadian when the Company was controlled by a WTO Investor, would be
reviewable under the Investment Act if it was an investment to acquire control
of the Company and the value of the assets of the Company, as determined in
accordance with the regulations promulgated under the Investment Act, was not
less than a specified amount. A non-Canadian would acquire control of the
Company for the purposes of the Investment Act if the non-Canadian acquired a
majority of the its common shares. The acquisition of less than a majority but
one-third or more of its common shares would be presumed to be an acquisition of

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control of the Company unless it could be established
that, on the acquisition, the Company was not controlled in fact by the acquirer
through the ownership of the common shares.

Certain transactions relating to the Companys common
shares would be exempt from the Investment Act, including

| | (a) | an acquisition of the Common Shares by a person in the
      ordinary course of that person's business as a trader or dealer in
      securities,                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                        
| | (b) | an acquisition of control of the Company in connection
      with the realization of security granted for a loan or other financial
      assistance and not for a purpose related to the provisions of the
      Investment Act, and                                                  
| |     |                                                                                                                                                                                                                                                                                        
| | (c) | an acquisition of control of the Company by reason of an
      amalgamation, merger, consolidation or corporate reorganization following
      which the ultimate direct or indirect control in fact of the Company,
      through the ownership its common shares, remained unchanged.

E.Taxation.

Material Canadian Federal Income Tax Consequences
for United States Residents

The following summarizes the material Canadian
federal income tax consequences generally applicable to the holding and
disposition of Common Shares by a holder (in this summary, a "U.S. Holder") who,
(a) for the purposes of the Income Tax Act (Canada) (the "Tax Act"), is not
resident in Canada, deals at arm's length with The Company, holds the Common
Shares as capital property and does not use or hold the Common Shares in the
course of carrying on, or otherwise in connection with, a business in Canada,
and (b) for the purposes of the Canada-United States Income Tax Convention, 1980
(the "Treaty"), is a resident solely of the United States, has never been a
resident of Canada, and has not held or used (and does not hold or use) Common
Shares in connection with a permanent establishment or fixed base in Canada.
This summary does not apply to traders or dealers in securities, limited
liability companies, tax-exempt entities, insurers, financial institutions
(including those to which the mark-to-market provisions of the Tax Act apply),
or any other U.S. Holder to which special considerations apply.

This summary is based on the current provisions of
the Tax Act including all regulations thereunder, the Treaty, all proposed
amendments to the Tax Act, the regulations and the Treaty publicly announced by
the Government of Canada to the date hereof, and the current administrative
practices of the Canada Revenue Agency. It has been assumed that all currently
proposed amendments will be enacted as proposed and that there will be no other
relevant change in any governing law or administrative practice, although no
assurances can be given in these respects. The immediately following summary
does not take into account Canadian provincial, U.S. federal (which follows
further below), state or other foreign income tax law or practice. The tax
consequences to any particular U.S. Holder will vary according to the status of
that holder as an individual, trust, corporation, partnership or other entity,
the jurisdictions in which that holder is subject to taxation, and generally
according to that holder's particular circumstances. Accordingly, this summary
is not, and is not to be construed as, Canadian tax advice to any particular
U.S. Holder.

Dividends

Dividends paid or deemed to be paid to a U.S. Holder
by The Company will be subject to Canadian withholding tax. Under the Treaty,
the rate of withholding tax on dividends paid to a U.S. Holder is generally
limited to 15% of the gross amount of the dividend (or 5% if the U.S. Holder is
a corporation and beneficially owns at least 10% of the Company's voting
shares). The Company will be required to withhold the applicable withholding tax
from any such dividend and remit it to the Canadian government for the U.S.
Holder's account.

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Disposition

A U.S. Holder is not subject to tax under the Tax Act in respect of a capital gain realized on the disposition of a Common Share in the open market unless the share is "taxable Canadian property" to the holder thereof and the U.S.
Holder is not entitled to relief under the Treaty. A common share will be taxable Canadian property to a U.S. Holder if, at any time during the 60 months preceding the disposition, the U.S. Holder or persons with whom the U.S. Holder did not deal at
arm's length alone or together owned, or had rights to acquire, 25% or more of the Company's issued shares of any class or series. If the shares of the Company constitute taxable Canadian property to the holder, the holder may be subject to Canadian
income tax on the gain. The taxpayer's capital gain or loss from a disposition of the share is the amount, in any, by which the proceeds of disposition exceed (or are exceeded by) the aggregate of the adjusted cost base and reasonable expenses of
disposition. One-half of the capital gain is included in income and one-half of the capital loss is deductible from capital gains realized in the same year. Unused capital losses may be carried back three taxation years or forward indefinitely and
applied to reduce capital gains realized in those years. It should be noted that Canada requires a withholding tax on the gross proceeds of a sale of taxable Canadian property by a non-resident. The withholding tax may be reduced on completion and
approval of a Clearance Certificate request. If the disposition of the share is subject to tax in Canada, the non-resident must also file a Canadian income tax return reporting the disposition.

A U.S. Holder whose common shares do constitute taxable Canadian property, and who might therefore be liable for Canadian income tax under the Tax Act, will generally be relieved from such liability under the Treaty provided the value
of such shares at the time of disposition is not derived principally from real property situated in Canada and certain other conditions are met. The value of the Company's common shares is not currently derived principally from real property
situated in Canada.

United States Tax Consequences

United States Federal Income Tax Consequences

The following is a discussion of all material United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of common shares of the Company. This discussion does not
address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S.
Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (see "Taxation - Canadian Federal Income Tax Consequences" above). Accordingly, the Company urges holders and prospective holders of common shares of
the Company to consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning and disposing of common shares of the Company, based upon their individual circumstances.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS
and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the
potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

U.S. Holders

As used herein, a U.S. Holder means a holder of common shares of the Company who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United
States or of any political subdivision thereof, an entity created or organized in or under the laws of the United States or of any political subdivision thereof which has elected to be treated as a corporation for United States federal income tax
purposes (under Treasury Regulation Section 301.7701 -3), an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States
fiduciary as described

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in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified
retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or
entities that have a functional currency other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who
acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets and who own (directly and indirectly, pursuant to
applicable rules of constructive ownership) no more than 5% of the value of the total outstanding stock of the Company. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to
a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. In addition, this summary does not address special rules applicable to United States persons (as defined in Section 7701(a)(30) of
the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.

Distribution on Common Shares of the Company

In general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States federal income tax purposes the gross
amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction
for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's federal income tax liability or, alternatively, may be deducted in computing the U.S.
Holder's federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated
first as a return of capital up to the U.S. Holder's adjusted basis in the common shares and thereafter as gain from the sale or exchange of property. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an
individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the
date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not
exceed $200 will not recognize that gain, provided that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business
trip) or as an expense for the production of income.

Dividends paid on the common shares of the Company generally will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder that is a
corporation and that owns shares representing at least 10% of the voting power and value of the Company may, under certain circumstances, be entitled to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of the voting power and
value of the Company) deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a "passive foreign investment company," as defined below). The Company currently does not anticipate that it
will earn any United States source income for at least the next several years, and therefore does not anticipate that any U.S. Holder will be eligible for the dividends received deduction during such period.

Under current Treasury Regulations, dividends paid on the Company's common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and
the proceeds from a sale of the Company's common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 28% U.S. backup
withholding tax, unless the paying

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agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder's U.S. federal income tax liability, provided
the required information is furnished to the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax
credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income
subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among
which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its worldwide taxable income. In the
determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated
separately with respect to specific classes of income such as "passive income," and general income. Dividends distributed by the Company will generally constitute "passive income" for these purposes. The availability of the foreign tax
credit and the application of the limitations on the credit are fact specific, and U.S. Holders of common shares of the Company should consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of the Company

In general, U.S. Holders will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the
shareholder's tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts. In general, gain or loss on the sale of common shares of the Company will
be long-term capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders which are not
corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of
the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted. However, special rules will apply on the
disposition of common shares of the Company by U.S. Holders if the Company or any of its subsidiaries is classified as a PFIC, unless the U.S. Holders make timely certain available elections. (See more detailed discussion at Passive Foreign
Investment Company below.)

Other Considerations

Set forth below are certain material exceptions to the above-described general rules describing the United States federal income tax consequences resulting from the holding and disposition of common shares:

Passive Foreign Investment Company

United States income tax law contains rules governing a "passive foreign investment company" ("PFIC") which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section
1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is "passive income," which includes interest, dividends and certain rents and royalties or
(ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production
of "passive income" is 50% or more. The Company believes it was a PFIC for the fiscal year ended June 30, 2007, and also for one or more prior fiscal years. In addition, The Company currently expects to be classified as a PFIC for the fiscal year
ending June 30, 2008 and may also be classified as a PFIC in future

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fiscal years. Each U.S. Holder of the Company is strongly urged to consult a tax advisor with respect to how the PFIC rules affect such U.S. Holder's tax situation.

Each U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of three alternative tax regimes at the election of
such U.S. Holder. The following is a discussion of such alternative tax regimes applied to such U.S. Holders of The Company. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a "controlled foreign corporation"
(as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation. (See more detailed discussion at "Controlled Foreign
Corporation" below.)

A U.S. Holder who elects to treat the Company as a qualified electing fund ("QEF") will be subject, during any taxable year to which the election applies and in which the Company qualifies as a PFIC, to federal income tax on such U.S.
Holders pro rata share of the Company's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain, and (ii) "ordinary earnings" (the excess of earnings and
profits over net capital gain), which will be taxed as ordinary income, in each case, for the shareholder's taxable year in which (or with which) the Company's taxable year ends, regardless of whether such amounts are actually distributed. A U.S.
Holder's tax basis in the common shares will be increased by any such amount that is included in income but not distributed.

The procedure a U.S. Holder must comply with in making an effective QEF election, and the consequences of such election, will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which the
Company is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a "timely" QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate election documents at the time the U.S. Holder files his
income tax return for such first year. If, however, the Company qualified as a PFIC in a prior year during the U.S. Holder's holding period, then, in order to avoid the Section 1291 rules discussed below, in addition to filing election documents,
the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein), (i) any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if the Company is a controlled
foreign corporation, the U.S. Holder's pro rata share of the Company's post-1986 earnings and profits as of the qualification date. The qualification date is the first day of the Company's first tax year in which the Company qualified as a QEF with
respect to such U.S. Holder. For purposes of this discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii) an untimely QEF election and makes either of the above-described gain-recognition elections under Section 1291, is referred to
herein as an "Electing U.S. Holder." A U.S. Holder who holds common shares at any time during a year of the Company in which the Company is a PFIC and who is not an Electing U.S. Holder (including a U.S. Holder who makes an untimely QEF election and
makes neither of the above-described gain-recognition elections) is referred to herein as a "Non-Electing U.S. Holder." An Electing U.S. Holder (i) generally treats any gain realized on the disposition of his the Company common shares as capital
gain; and (ii) may either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Company's annual realized net capital gain and
ordinary earnings subject, however, to an interest charge. If the U.S. Holder is not a corporation, any interest charge imposed under the PFIC regime would be treated as "personal interest" that is not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF election, the Company must provide certain information regarding its net capital gains and ordinary earnings and permit its books and records to be examined to verify such
information. The Company intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to the Company. The Company urges each U.S. Holder to consult a tax advisor regarding the
availability of, and procedure for making, the QEF election.

A QEF election, once made with respect to the Company, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election.
If a QEF election is made by a U.S. Holder and the Company ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during

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those tax years in which the Company does not qualify as a PFIC. Therefore, if the Company again qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described
above for Electing U.S. Holders in such tax year and any subsequent tax years in which the Company qualifies as a PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such
U.S. Holder disposes of all of his or its direct and indirect interest in the shares of the Company. Therefore, if such U.S. Holder reacquires an interest in the Company, that U.S. Holder will be subject to the rules described above for Electing
U.S. Holders for each tax year in which the Company qualifies as a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his the Company common shares and
(ii) certain "excess distributions," as defined in Section 1291(b), by the Company.

A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his Company common shares and all excess distributions on his common shares over the entire holding period for the common
shares. All gains or excess distributions allocated to prior years of the U.S. Holder (excluding any portion of the holder's period prior to the first day of the first year of the Company (i) which began after December 31, 1986, and (ii) for which
the Company was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated
as if such liability had been due with respect to each such prior year. A Non-Electing U.S. Holder that is not a corporation must treat this interest charge as "personal interest" which, as discussed above, is wholly non-deductible. The balance, if
any, of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance. In certain circumstances, the sum of the tax and the
PFIC interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the U.S. Holder.

If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds its common shares, then the Company will continue to be treated as a PFIC with respect to such common shares, even if it is no longer
definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such common shares had been sold on the
last day of the last taxable year for which it was a PFIC.

Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market
annually (a "mark-to-market election"). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S.
Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Companys common shares. A U.S. Holder who
makes the mark-to-market election will include in income for each taxable year for which the election is in effect an amount equal to the excess, if any, of the fair market value of the common shares of the Company as of the close of such tax year
over such U.S. Holder's adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder's adjusted tax basis in the common shares over the fair market value of
such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been treated as a
mark-to-market gain for any prior tax year but for the Section 1291 rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder's
adjusted tax basis in the Companys common shares will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election
is made and to each subsequent taxable year, unless the Companys common shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. U.S. Holders should consult their tax advisor regarding the
possible

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benefits of making such a mark-to-market election. No view is expressed regarding whether the Companys common shares are marketable for these purposes or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not
otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of the Companys common shares in the hands of the transferee and the basis of any property received in
the exchange for those common shares would be increased by the amount of gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to
corporate reorganizations, and transfers at death. The transferee's basis in this case will depend on the manner of the transfer. In the case of a transfer by an Electing U.S. Holder upon death, for example, the transferee's basis is generally equal
to the fair market value of the Electing U.S. Holder's common shares as of the date of death under Section 1014 of the Code. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are
transferred. Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect his or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with respect to the Companys common shares, certain adverse rules may apply in the event that both the Company and any foreign corporation in which the Company directly or
indirectly holds shares is a PFIC (a "lower-tier PFIC"). Pursuant to certain Proposed Treasury Regulations, a U.S. Holder would be treated as owning his or its proportionate amount of any lower-tier PFIC shares, and generally would be subject to the
PFIC rules with respect to such indirectly-held PFIC shares unless such U.S. Holder makes a timely QEF election with respect thereto. The Company currently believes that it does not hold a lower-tier PFIC, but it does hold stock of a non-U.S.
(foreign) corporation that is currently dormant, and that could conceivably result in PFIC status of the income test or asset test were deemed met. The Company intends to make the necessary information available to U.S. Holders to permit them to
make (and maintain) QEF elections with respect to each subsidiary of the Company for any year that such subsidiary is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who does not make a timely QEF election with respect to a lower-tier PFIC generally would be subject to tax (and the PFIC interest charge) on (i) any excess distribution deemed to
have been received with respect to his or its lower-tier PFIC shares and (ii) any gain deemed to arise from a so-called "indirect disposition" of such shares. For this purpose, an indirect disposition of lower-tier PFIC shares would generally
include (i) a disposition by the Company (or an intermediate entity) of lower-tier PFIC shares, and (ii) any other transaction resulting in a diminution of the U.S. Holder's proportionate ownership of the lower-tier PFIC, including an issuance of
additional common shares by the Company (or an intermediate entity). Accordingly, each prospective U.S. Holder should be aware that he or it could be subject to tax even if such U.S. Holder receives no distributions from the Company and does not
dispose of its common shares.The Company strongly urges each prospective U.S. Holder to consult a tax advisor with respect to the adverse rules applicable, under the Proposed Treasury Regulations, to U.S. Holders of
lower-tier PFIC shares.

Certain special, generally adverse, rules will apply with respect to the Companys common shares while the Company is a PFIC unless the U.S. Holder makes a timely QEF election. For example under Section 1298(b)(6) of the Code, a
U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of the Company is owned, actually or constructively, by citizens or residents of the United States, United
States domestic partnerships or corporation, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), each of which own, actually or constructively, 10% or more of the total combined voting power of all
classes of shares entitled to vote of the Company ("United States Shareholder"), the Company could be treated as a controlled foreign

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corporation ("CFC") under Subpart F of the Code. This
classification would effect many complex results, one of which is the inclusion
of certain income of a CFC which is subject to current U.S. tax. The United
States generally taxes United States Shareholders of a CFC currently on their
pro rata shares of the Subpart F income of the CFC. Such United States
Shareholders are generally treated as having received a current distribution out
of the CFC's Subpart F income and are also subject to current U.S. tax on their
pro rata shares of increases in the CFC's earnings invested in U.S. property.
The foreign tax credit described above may reduce the U.S. tax on these amounts.
In addition, under Section 1248 of the Code, gain from the sale or exchange of
shares by a U.S. Holder of common shares of the Company which is or was a United
States Shareholder at any time during the five-year period ending on the date of
the sale or exchange is treated as ordinary income to the extent of earnings and
profits of the Company attributable to the shares sold or exchanged. If a
foreign corporation is both a PFIC and a CFC, the foreign corporation generally
will not be treated as a PFIC with respect to United States Shareholders of the
CFC. This rule generally will be effective for taxable years of United States
Shareholders beginning after 1997 and for taxable years of foreign corporations
ending with or within such taxable years of United States Shareholders. Special
rules apply to United States Shareholders who are subject to the special
taxation rules under Section 1291 discussed above with respect to a PFIC.
Because of the complexity of Subpart F, a more detailed review of these rules is
outside of the scope of this discussion. The Company currently believes that it
should not be classified as a CFC, but there can be no assurance that it will
not be classified as a CFC for the current or any future taxable year

F.Dividends and paying
agents.

Item 10.F is not applicable to annual reports filed
on Form 20-F.

G.Statements by
experts.

Item 10.G is not applicable to annual reports filed
on Form 20-F.

H.Documents on
display.

Documents concerning the Company which are referred
to in this document may be inspected at the Companys principal office and are
available electronically at the SECs EDGAR website (www.sec.gov) and the SEDAR
website of the Canadian securities regulators (www.sedar.com).

I.Subsidiary
information.

Item 10.I is not required for reports filed in the
U.S.

Item 11. Quantitative and Qualitative Disclosures About Market
Risk

The Company does not own or have interests in assets
that could be classified as market risk sensitive instruments as defined in
the instructions to this Item 11.

Item 12. Description of Securities other the Equity
Securities

As the Company is filing this Form 20-F as an annual
report, it is not required to provide information under Item 12.

Item 13. Defaults, Dividends Arrearages and
Delinquencies.

---

The Company is not in material default on any
installment obligation or other indebtedness the amount of which exceeds 5% of
its assets; nor is it in arrears on payment of dividends.

PART II

Item 14. Material Modifications to the Rights of Security
Holders and Use of Proceeds

There have been no material modifications to the
rights of holders of the Companys securities during the year ended July 31,
2007.

Item 15. Controls and Procedures.

As required by Rule 13a-15 under the Securities
Exchange Act of 1934 (the "Exchange Act"), the Company carried out an evaluation
of the effectiveness of the design and operation of its disclosure controls and
procedures as of July 31, 2007, being the date of the Company's most recently
completed fiscal year end. This evaluation was carried out under the supervision
and with the participation of Alexander (Allen) Krantz, the Company's Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in timely alerting
management to material information relating to it required to be included in the
Company's periodic SEC filings.

Disclosure controls and procedures are designed to
ensure that information required to be disclosed the Company's reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in the Company's reports filed under the Exchange Act
is accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.

During the Company's most recently completed fiscal
year ended July 31, 2007, there were no changes in the Company's internal
control over financial reporting that have materially affected, or are
reasonably likely to affect, its internal control over financial
reporting.

The term "internal control over financial reporting"
is defined as a process designed by, or under the supervision of, the
registrant's principal executive and principal financial officers, or persons
performing similar functions, and effected by the registrant's board of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and

---

|(c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrant's assets that could have a material effect on the financial
      statements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 16A. Audit committee financial expert.

Each of the three members of the Audit Committee
(Robert Bender, Jean Bellin, and Russell Phares) is independent and
financially literate, as such terms are defined in Multilateral Instrument
52-110 as promulgated by the Canadian Securities Administrators. Although the
Companys Board of Directors has not formally determined that at least one
member of its Audit Committee is an audit committee financial expert, as defined
in U.S. federal securities law, the Company believes that one or more members of
the Audit Committee should qualify.

Item 16B. Code of Ethics.

The Company has adopted a Code of Ethics applicable
to its employees, officers and directors. The Code of Ethics is in accordance
with section 3.8 of National Policy 58-201 and other applicable Canadian laws
and regulations and has objectives consistent with those set forth in the
instructions for Form 20-F. The text of the Companys Code of Ethics was filed
as Exhibit 99.7 under cover Form 6-K filed with the SEC on December 12, 2007.
The Company will provide a copy of the Code of Ethics to any person, without
charge, upon request directed to the Company at its website
www.advancedproteome.com or by mail to its principal address at BioSquare, 650
Albany Street, Suite 113, Boston, Massachusetts 02118.

Item 16C. Principal Accountant Fees and Services.

All services to be performed by the Companys
independent auditor must be approved in advance by the Audit Committee. The
Audit Committee has considered whether the provision of services other than
audit services is compatible with maintaining the auditors independence and has
adopted a policy governing the provision of these services. This policy requires
the pre-approval by the Audit Committee of all audit and non-audit services
provided by the external auditor, other than any de minimus non-audit services
allowed by applicable law or regulation.

The aggregate fees billed by the Companys external
auditors in each of the last two fiscal years are as follows:

|Fiscal Year Ended | Audit Fees | Audit-related Fees | Tax Fees   | All Other Fees
|----------------- | ---------- | ------------------ | ---------- | --------------
|July 31, 2007     | $60,000(1) | Nil                | $15,047(1) | Nil           
|July 31, 2006     | $64,378    | Nil                | $9,000     | Nil           

(1) Estimated

Item 16D. Exemptions from the Listing Standards for Audit
Committees.

Item 16.D is not applicable to this annual
report.

---

Item 16E. Purchases of Equity Securities by the Issuer and
Affiliated Purchasers.

Not applicable.

PART III

Item 17. Financial Statements.

The consolidated financial statements of the Company
filed with this annual report are identified below. The financial statements are
expressed in U.S. dollars and prepared in accordance with Canadian generally
accepted auditing standards. The consolidated financial statements as at July
31, 2006 and for the period then ended were audited by another firm of chartered
accountants, who expressed an opinion without reservation on those statements in
their report dated November 16, 2006.

With respect to the financial statements referred to
at (3) and (4) below, October 25, 2006 is the effective date of the business
combination effected pursuant to the plan of arrangement disclosed in Item 4.A
- History and development of the company of this annual report.

1. Report of the Chartered Accountants of the Company
dated November 16, 2007

2. Consolidated Balance Sheets of the Company as at
July 31, 2007 and 2006

3. Consolidated Statements of Operations for the
years ended July 31, 2007 and 2006, cumulative October 25, 2006 to July 31,
2007, and for the year ended July 31, 2005.

4. Consolidated Statements of Cash Flows for the
years ended July 31, 2007 and 2006, cumulative from October 25, 2006 to July 31,
2007, and for the year July 31, 2005.

5. Consolidated Statements of Shareholders Equity for
the years ended July 31, 2005, 2006 and 2007.

6. Notes to the Consolidated Financial
Statements

---







|Consolidated Financial Statements of                   
|-------------------------------------------------------
|                                                       
|ADVANCED PROTEOME                                      
|THERAPEUTICS CORPORATION                               
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|(Expressed in U.S. Dollars)                            
|                                                       
|YEARS ENDED JULY 31, 2007, 2006 AND 2005               





---

BDO Dunwoody LLP
      Royal Bank PlazaChartered Accountants
      P.O. Box 32and Advisors
      Toronto, Ontario, Canada M5J 2J8Telephone: (416)
        865-0200 
        Telefax: (416) 865-0887


|                
|----------------
|                
|Auditors' Report
|                

|To the Shareholders of                                       
|-------------------------------------------------------------
|Advanced Proteome Therapeutics Corporation                   
|(formerly ThrillTime Entertainment International,
      Inc.)
|(a development stage company)                                

We have audited the consolidated balance sheet of Advanced
  Proteome Therapeutics Corporation (formerly ThrillTime Entertainment
  International, Inc.) (a development stage company) as at July 31, 2007. We have
  also audited the consolidated statements of operations, cash flows and
  shareholders equity for the year then ended and the related cumulative to date
  statements of operations and cash flows for the period from October 25, 2006
  (date of acquisition of the development stage company) to July 31, 2007. These
  financial statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these financial statements based on
  our audit.

We conducted our audit in accordance with Canadian generally
  accepted auditing standards and the standards of the Public Company Accounting
  Oversight Board (United States) (PCAOB). Those standards require that we plan
  and perform an audit to obtain reasonable assurance whether the financial
  statements are free of material misstatement. The Company is not required to
  have, nor were we engaged to perform, an audit of its internal control over
  financial reporting. Our audit included consideration of internal control over
  financial reporting as a basis for designing audit procedures that are
  appropriate in the circumstances, but not for the purpose of expressing an
  opinion on the effectiveness of the Companys internal control over financial
  reporting. Accordingly, we express no such opinion. An audit also includes
  examining, on a test basis, evidence supporting the amounts and disclosures in
  the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as
  evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  July 31, 2007 and the results of its operations and its cash flows for the year
  then ended and the cumulative to date statements of operations and cash flows
  from October 25, 2006 (date of acquisition of the development stage company) to
  July 31, 2007 in accordance with Canadian generally accepted accounting
  principles.

The consolidated financial statements as at July 31, 2006 and
  for the years ended July 31, 2006 and 2005 were audited by another firm of
  Chartered Accountants, who expressed an opinion without reservation on those
  statements in their report dated November 16, 2006.

(Signed) BDO Dunwoody LLP

Chartered Accountants, Licensed Public Accountants

Toronto, Ontario 
  November 16, 2007
  (except for Notes 17
  which is as at February 15, 2008)



---



|DAVIDSON&COMPANY LLP | Chartered Accountants | A Partnership of Incorporated Professionals
|-------------------- | --------------------- | -------------------------------------------

INDEPENDENT AUDITORS REPORT

To the Shareholders of 
  Thrilltime Entertainment
  International, Inc.

We have audited the consolidated balance sheets of
  Thrilltime Entertainment International, Inc. as at July 31, 2006 and 2005 and
  the consolidated statements of operations, shareholders' equity (deficiency) and
  cash flows for the years ended July 31, 2006 and 2005. These financial
  statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these financial statements based on
  our audits.

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

In our opinion, these consolidated financial
  statements present fairly, in all material respects, the financial position of
  the Company as at July 31, 2006 and 2005 and the results of its operations and
  cash flows for the years ended July 31, 2006 and 2005 in accordance with
  Canadian generally accepted accounting principles.

DAVIDSON & COMPANY LLP

Chartered Accountants

Vancouver, Canada

November 16, 2006

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA  U.S.
  REPORTING DIFFERENCE

In the United States, reporting standards for
  auditors require the addition of an explanatory paragraph (following the opinion
  paragraph) when the financial statements are affected by conditions and events
  that cast substantial doubt on the Company's ability to continue as a going
  concern, such as those described in Note 1 to the financial statements. Our
  report to the shareholders dated November 16, 2006 is expressed in accordance
  with Canadian reporting standards which do not permit a reference to such events
  and conditions in the auditors' report when these are adequately disclosed in
  the financial statements.

DAVIDSON & COMPANY LLP

Chartered Accountants

Vancouver, Canada

November 16, 2006

A Member ofSCINTERNATIONAL

1200 - 609 Granville Street, P.O. Box 10372,
  Pacific Centre, Vancouver, BC, Canada, V7Y 1G6Telephone
    (604) 687-0947 Fax (604) 687-6172

---





|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|CONSOLIDATED BALANCE SHEETS                            
|(Expressed in U.S. Dollars)                            
|As at July 31                                          

|                                                                        |   | 2007        |   |   | 2006       |  
|----------------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|ASSETS                                                                  |   |             |   |   |            |  
|Current                                                                 |   |             |   |   |            |  
|Cash and
      cash equivalents                                         | $ | 1,307,176   |   | $ | 101,315    |  
|Receivables                                                             |   | 29,408      |   |   | 15,852     |  
|Prepaid
      expenses                                                  |   | 21,459      |   |   | 1,257      |  
|Total current assets                                                    |   | 1,358,043   |   |   | 118,424    |  
|Demand promissory note(Note 5)                                          |   | -           |   |   | 132,556    |  
|Deferred costs                                                          |   | -           |   |   | 57,271     |  
|Equipment(Note 6)                                                       |   | 258,357     |   |   | 2,114      |  
|Total assets                                                            | $ | 1,616,400   |   | $ | 310,365    |  
|LIABILITIES AND
      SHAREHOLDERS' EQUITY                              |   |             |   |   |            |  
|Current                                                                 |   |             |   |   |            |  
|Accounts
      payable and accrued liabilities                          | $ | 28,553      |   | $ | 88,885     |  
|Due to related party(Note 15)                                           |   | 145,652     |   |   | -          |  
|                                                                        |   | 174,205     |   |   | 88,885     |  
|Non-controlling interest(Note 4)                                        |   | 538,202     |   |   | -          |  
|Shareholders equity                                                    |   |             |   |   |            |  
|Capital stock (Note 10)                                                 |   |             |   |   |            |  
|Authorized: No maximum number of common shares, without par
      value |   |             |   |   |            |  
|Issued: 56,167,714 (July 2006  26, 507,297) common shares              |   | 10,236,085  |   |   | 8,101,117  |  
|Contributed surplus                                                     |   | 948,761     |   |   | 505,236    |  
|Deficit                                                                 |   | (10,280,853 | ) |   | (8,384,873 | )
|Total shareholders equity                                              |   | 903,993     |   |   | 221,480    |  
|Total liabilities and shareholders equity                              | $ | 1,616,400   |   | $ | 310,365    |  

|Nature and continuance of operations(Note 1)
|--------------------------------------------
|Commitments and contingencies(Note 9)       
|Subsequent events(Note 16)                  

|On behalf of the Board:     |          |                              |         
|--------------------------- | -------- | ---------------------------- | --------
|(Signed) Alexander Krantz | Director | (Signed) Russell E. Phares | Director

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

---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|CONSOLIDATED STATEMENTS OF OPERATIONS                  
|(Expressed in U.S. Dollars)                            
|Year ended July 31                                     

|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|------------------------------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------------- | -
|                                                                         |   |            |   |   |            |   |   |            |   |   | Note 4           |  
|                                                                         |   | 2007       |   |   | 2006       |   |   | 2005       |   |   | Cumulative -     |  
|                                                                         |   |            |   |   |            |   |   |            |   |   | October 25, 2006 |  
|                                                                         |   |            |   |   |            |   |   |            |   |   | to               |  
|                                                                         |   |            |   |   |            |   |   |            |   |   | July 31, 2007    |  
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|Revenues                                                                 |   |            |   |   |            |   |   |            |   |   |                  |  
|Product Sales, net                                                       | $ | -          |   | $ | -          |   | $ | 226,871    |   | $ | -                |  
|Royalty revenue                                                          |   | -          |   |   | -          |   |   | 520,163    |   |   | -                |  
|Other income                                                             |   | 58,933     |   |   | 10,531     |   |   | 25,780     |   |   | 58,963           |  
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|                                                                         |   | 58,933     |   |   | 10,531     |   |   | 772,814    |   |   | 58,858           |  
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|Operating expenses                                                       |   |            |   |   |            |   |   |            |   |   |                  |  
|Amortization of
      equipment                                          |   | 29,756     |   |   | 754        |   |   | 3,146      |   |   | 29,756           |  
|Bank charges                                                             |   | 480        |   |   | 518        |   |   | 38,919     |   |   | 434              |  
|Consulting                                                               |   | 38,795     |   |   | 27,703     |   |   | 167,884    |   |   | 29,516           |  
|General and administration                                               |   | 43,498     |   |   | 11,464     |   |   | 57,951     |   |   | 41,185           |  
|Foreign exchange                                                         |   | (14,365    | ) |   | (11,183    | ) |   | 53,667     |   |   | (14,365          | )
|Insurance                                                                |   | 27,213     |   |   | 1,120      |   |   | 60,282     |   |   | 27,213           |  
|Interest expense                                                         |   | 8,901      |   |   | -          |   |   | 223,297    |   |   | 8,901            |  
|Investor relations                                                       |   | 9,500      |   |   | -          |   |   | -          |   |   | 9,500            |  
|Marketing and selling                                                    |   | -          |   |   | -          |   |   | 18,207     |   |   | -                |  
|Professional fees                                                        |   | 129,059    |   |   | 123,824    |   |   | 107,889    |   |   | 78,149           |  
|Regulatory filings                                                       |   | -          |   |   | 10,286     |   |   | 10,817     |   |   | -                |  
|Rent                                                                     |   | 50,333     |   |   | 15,771     |   |   | 78,979     |   |   | 46,303           |  
|Research and
      development                                           |   | 35,009     |   |   | -          |   |   | 7,585      |   |   | 24,351           |  
|Shareholder information                                                  |   | 8,969      |   |   | -          |   |   | -          |   |   | -                |  
|Stock based
      compensation                                           |   | 376,908    |   |   | -          |   |   | -          |   |   | 376,908          |  
|Supplies                                                                 |   | 72,134     |   |   | -          |   |   | -          |   |   | 72,134           |  
|Travel and
      entertainment                                           |   | 23,004     |   |   | -          |   |   | -          |   |   | 23,004           |  
|Write off patent applications and
      technology (Note 3)              |   | 1,077,669  |   |   | -          |   |   | -          |   |   | 1,077,669        |  
|Wages and benefits                                                       |   | 300,502    |   |   | 5,828      |   |   | 307,431    |   |   | 300,502          |  
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|                                                                         |   | 2,217,365  |   |   | 186,085    |   |   | 1,136,054  |   |   | 2,131,160        |  
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|                                                                         |   | (2,158,432 | ) |   | (175,554   | ) |   | (363,240   | ) |   | (2,072,302       | )
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|Other items                                                              |   |            |   |   |            |   |   |            |   |   |                  |  
|Gain on settlement of subsidiary net
      assets (Note 11)              |   | -          |   |   | -          |   |   | 2,964,808  |   |   | -                |  
|Loss on disposition of
      equipment                                   |   |            |   |   |            |   |   | (2,704     | ) |   |                  |  
|Gain on settlement of debt (Note 7)                                      |   | -          |   |   | 38,100     |   |   | -          |   |   | -                |  
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|Net income (loss) for the year before non-controlling
      interest and |   |            |   |   |            |   |   |            |   |   |                  |  
|income taxes                                                             |   | (2,158,432 | ) |   | (137,454   | ) |   | 2,598,864  |   |   | (2,072,302       | )
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|Income tax recovery                                                      |   | -          |   |   | -          |   |   | (29,456    | ) |   | -                |  
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|Non-controlling interest                                                 |   | 262,452    |   |   | -          |   |   | -          |   |   | 262,452          |  
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|Net income (loss) for the year                                           | $ | (1,895,980 | ) | $ | (137,454   | ) | $ | 2,628,320  |   | $ | (1,809,850       | )
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|Basic and diluted income (loss) per common share                         | $ | (0.04      | ) | $ | (0.01      | ) | $ | .13        |   |   |                  |  
|                                                                         |   |            |   |   |            |   |   |            |   |   |                  |  
|Weighted average number of common shares
      outstanding  basic       |   |            |   |   |            |   |   |            |   |   |                  |  
|and diluted                                                              |   | 53,602,885 |   |   | 24,423,735 |   |   | 20,007,297 |   |   |                  |  

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



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|CONSOLIDATED STATEMENTS OF CASH FLOWS                  
|(Expressed in U.S. Dollars)                            
|Years ended July 31                                    

|                                                                          |   |            |   |   |          |   |   |            |   |   |                  |  
|------------------------------------------------------------------------- | - | ---------- | - | - | -------- | - | - | ---------- | - | - | ---------------- | -
|                                                                          |   |            |   |   |          |   |   |            |   |   | Note 4           |  
|                                                                          |   | 2007       |   |   | 2006     |   |   | 2005       |   |   | Cumulative -     |  
|                                                                          |   |            |   |   |          |   |   |            |   |   | October 25, 2006 |  
|                                                                          |   |            |   |   |          |   |   |            |   |   | to               |  
|                                                                          |   |            |   |   |          |   |   |            |   |   | July 31, 2007    |  
|                                                                          |   |            |   |   |          |   |   |            |   |   |                  |  
|CASH FLOWS FROM (USED IN) OPERATING
      ACTIVITIES                      |   |            |   |   |          |   |   |            |   |   |                  |  
|Net income (loss) for the year                                            | $ | (1,895,980 | ) | $ | (137,454 | ) | $ | 2,628,320  |   | $ | (1,809,850       | )
|Items not affecting
      cash:                                           |   |            |   |   |          |   |   |            |   |   |                  |  
|Amortization of equipment                                                 |   | 29,756     |   |   | 754      |   |   | 3,146      |   |   | 29,756           |  
|Amortization of deferred financing costs                                  |   | -          |   |   | -        |   |   | 5,000      |   |   | -                |  
|Gain on
      settlement of debt                                          |   | -          |   |   | (38,100  | ) |   | -          |   |   | -                |  
|Gain on sale of subsidiary assets                                         |   | -          |   |   | -        |   |   | (2,964,808 | ) |   | -                |  
|Loss on
      disposition of equipment                                    |   | -          |   |   | -        |   |   | 2,704      |   |   | -                |  
|Non-controlling interest                                                  |   | (262,452   | ) |   | -        |   |   | -          |   |   | (262,452         | )
|Stock based
      compensation                                            |   | 376,908    |   |   | -        |   |   | -          |   |   | 376,908          |  
|Write off of patent applications and technology                           |   | 1,077,669  |   |   | -        |   |   | -          |   |   | 1,077,669        |  
|Changes in non-cash working capital
      items:                          |   |            |   |   |          |   |   |            |   |   |                  |  
|Decrease (increase) in receivables                                        |   | 72,694     |   |   | (15,852  | ) |   | 196,632    |   |   | 83,428           |  
|Decrease in
      income taxes recoverable                                |   | -          |   |   | -        |   |   | 38,000     |   |   | -                |  
|Decrease in inventories                                                   |   | -          |   |   | -        |   |   | 7,105      |   |   | -                |  
|(Increase)
      decrease in prepaid expenses                             |   | (20,202    | ) |   | 1,703    |   |   | 39,670     |   |   | (20,202          | )
|(Decrease) increase in accounts payable and accrued liabilities           |   |            |   |   |          |   |   |            |   |   |                  |  
|                                                                          |   | (143,827   | ) |   | 5,520    |   |   | 152,693    |   |   | (239,076         | )
|Decrease in income and other taxes payable                                |   | -          |   |   | (5,906   | ) |   | (73,776    | ) |   | -                |  
|Net cash flows provided by (used in)
      operating activities           |   | (765,434   | ) |   | (189,335 | ) |   | 34,686     |   |   | (763,819         | )
|                                                                          |   |            |   |   |          |   |   |            |   |   |                  |  
|CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                            |   |            |   |   |          |   |   |            |   |   |                  |  
|Increase in deferred
      costs                                          |   | -          |   |   | (22,092  | ) |   | -          |   |   | -                |  
|Proceeds from amount due to related
      party                           |   | 3,289      |   |   | -        |   |   | -          |   |   | 1,674            |  
|Repayment of long-term
      debt                                         |   | -          |   |   | (45,000  | ) |   | (14,595    | ) |   | -                |  
|Issuance of common shares                                                 |   | 2,641,842  |   |   | 308,510  |   |   | -          |   |   | 2,641,842        |  
|Share issuance costs                                                      |   | (382,986   | ) |   | (8,516   | ) |   | -          |   |   | (382,986         | )
|Net cash flows provided by financing
      activities                     |   | 2,262,145  |   |   | 232,902  |   |   | (14,595    | ) |   | 2,260,530        |  
|                                                                          |   |            |   |   |          |   |   |            |   |   |                  |  
|CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES                            |   |            |   |   |          |   |   |            |   |   |                  |  
|Net cash received on
      acquisition of APTI, net of cash paid (Note 4) |   | 127,933    |   |   | -        |   |   | -          |   |   | 127,933          |  
|Demand promissory note advanced                                           |   | (133,180   | ) |   | (132,556 | ) |   | -          |   |   | (133,180         | )
|Purchase of equipment                                                     |   | (285,603   | ) |   | -        |   |   | -          |   |   | (285,603         | )
|Net cash flows used in investing
      activities                         |   | (290,850   | ) |   | (132,556 | ) |   | -          |   |   | (290,850         | )
|                                                                          |   |            |   |   |          |   |   |            |   |   |                  |  
|Change in cash during the year                                            |   | 1,205,861  |   |   | (88,989  | ) |   | 20,091     |   |   | 1,205,861        |  
|                                                                          |   |            |   |   |          |   |   |            |   |   |                  |  
|Cash and cash equivalents, beginning of year                              |   | 101,315    |   |   | 190,304  |   |   | 170,213    |   |   | 101,315          |  
|                                                                          |   |            |   |   |          |   |   |            |   |   |                  |  
|Cash and cash
      equivalents, end of year                              | $ | 1,307,176  |   | $ | 101,315  |   | $ | 190,304    |   | $ | 1,307,176        |  
|                                                                          |   |            |   |   |          |   |   |            |   |   |                  |  
|Consisting of:                                                            |   |            |   |   |          |   |   |            |   |   |                  |  
|Cash                                                                      | $ | 146,551    |   | $ | 101,315  |   | $ | 190,304    |   | $ | 146,551          |  
|Certificates of deposit                                                   |   | 1,160,625  |   |   | -        |   |   | -          |   |   | 1,160,625        |  
|Cash and cash equivalents, end of year                                    | $ | 1,307,176  |   | $ | 101,315  |   | $ | 190,304    |   | $ | 1,307,176        |  

Supplemental disclosure with respect to cash flows(Note
  13)

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



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY        
|(Expressed in U.S. Dollars)                            
|Years ended July 31                                    
|                                                       

|                                               |  | Share Capital |  |   |            |   |   |             |   |   |             |   |   |            |  
|---------------------------------------------- |  | ------------- |  | - | ---------- | - | - | ----------- | - | - | ----------- | - | - | ---------- | -
|                                               |  | Number of     |  |   |            |   |   | Contributed |   |   |             |   |   |            |  
|                                               |  | Shares        |  |   | Amount     |   |   | Surplus     |   |   | Deficit     |   |   | Total      |  
|Balance, July 31, 2004                         |  | 20,007,297    |  | $ | 7,801,123  |   | $ | 505,236     |   | $ | (10,875,739 | ) | $ | (2,569,380 | )
|Net income                                     |  | -             |  |   | -          |   |   | -           |   |   | 2,628,320   |   |   | 2,628,320  |  
|Balance, July 31, 2005                         |  | 20,007,297    |  |   | 7,801,123  |   |   | 505,236     |   |   | (8,247,419  | ) |   | 58,940     |  
|Issue of common shares for cash                |  | 6,000,000     |  |   | 308,510    |   |   | -           |   |   | -           |   |   | 308,510    |  
|Issue of common shares as a
      finders fee |  |               |  |   |            |   |   |             |   |   |             |   |   |            |  
|                                               |  | 500,000       |  |   | 25,709     |   |   | -           |   |   | -           |   |   | 25,709     |  
|Share issuance costs                           |  | -             |  |   | (34,225    | ) |   | -           |   |   | -           |   |   | (34,225    | )
|Net loss                                       |  | -             |  |   | -          |   |   | -           |   |   | (137,454    | ) |   | (137,454   | )
|Balance, July 31, 2006                         |  | 26,507,297    |  |   | 8,101,117  |   |   | 505,236     |   |   | (8,384,873  | ) |   | 221,480    |  
|Issue of units (1/2 warrants and common        |  |               |  |   |            |   |   |             |   |   |             |   |   |            |  
|shares) for cash                               |  | 25,000,000    |  |   | 1,959,207  |   |   | -           |   |   | -           |   |   | 1,959,207  |  
|pursuant to a private placement                |  |               |  |   |            |   |   |             |   |   |             |   |   |            |  
|Issue of 12,500,000 warrants
      pursuant to |  |               |  |   |            |   |   |             |   |   |             |   |   |            |  
|issue of units                                 |  | -             |  |   | 265,000    |   |   | -           |   |   | -           |   |   | 265,000    |  
|Issue of common shares for
      cash pursuant |  |               |  |   |            |   |   |             |   |   |             |   |   |            |  
|to the exercise of                             |  |               |  |   |            |   |   |             |   |   |             |   |   |            |  
|warrants                                       |  | 4,010,417     |  |   | 389,135    |   |   | -           |   |   | -           |   |   | 389,135    |  
|Issue of common shares for cash pursuant       |  |               |  |   |            |   |   |             |   |   |             |   |   |            |  
|to the exercise of                             |  |               |  |   |            |   |   |             |   |   |             |   |   |            |  
|options                                        |  | 150,000       |  |   | 46,883     |   |   | (18,383     | ) |   | -           |   |   | 28,500     |  
|Issue of agents warrants                       |  | -             |  |   | -          |   |   | 85,000      |   |   | -           |   |   | 85,000     |  
|Issue of common shares as a finders fee       |  |               |  |   |            |   |   |             |   |   |             |   |   |            |  
|                                               |  | 500,000       |  |   | 44,484     |   |   | -           |   |   | -           |   |   | 44,484     |  
|Share issuance costs                           |  | -             |  |   | (569,741   | ) |   | -           |   |   | -           |   |   | (569,741   | )
|Stock based compensation                       |  | -             |  |   | -          |   |   | 376,908     |   |   | -           |   |   | 376,908    |  
|Net loss                                       |  | -             |  |   | -          |   |   | -           |   |   | (1,895,980  | ) |   | (1,895,980 | )
|Balance, July 31, 2007                         |  | 56,167,714    |  | $ | 10,236,085 |   | $ | 948,761     |   | $ | (10,280,853 | ) | $ | 903,993    |  

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



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|1. | NATURE AND CONTINUANCE OF OPERATIONS
|-- | ------------------------------------

The Company changed its name, on August
  15, 2006, to Advanced Proteome Therapeutics Corporation and completed the
  acquisition of Advanced Proteome Therapeutics, Inc. (APTI) effective on
  October 25, 2006 (Note 4). The result was the Company acquired a 56% interest in
  APTI for consideration of $2,045,254 USD ($2,300,000 Cdn, which was the exchange
  rate at the date of the transaction).

APTI is a biotechnology company founded
  to develop and commercialize a platform that is intended to use advanced protein
  modification technologies to create proprietary human protein pharmaceuticals
  with enhanced therapeutic properties.

During fiscal 2005, the Company sold
  all assets of its wholly-owned subsidiaries, Superstar Dragsters, Inc. and
  Skycoaster, Inc. (Note 11). As a result, the Company had no ongoing business or
  revenues as at July 31, 2006.

These consolidated financial statements
  have been prepared on a going concern basis which assumes that the Company will
  be able to realize its assets and discharge its liabilities in the normal course
  of business for the foreseeable future. The continuing operations of the Company
  are dependent upon its ability to continue to raise adequate financing and to
  develop profitable operations in the future. The Company generated operating
  losses in the fiscal years ended July 31, 2007 and 2006. The application of the
  going concern concept is dependent on the Companys ability to obtain a viable
  operation and receive continued financial support from its shareholder and from
  external financing. Management is of the opinion that sufficient working capital
  will be obtained from external financing to meet the Companys liabilities and
  commitments.

There can be no assurances that the
  Company will be successful in raising additional cash to finance operations or
  that the continued support of creditors and shareholders will be available. The
  consolidated financial statements do not include any adjustments relating to the
  recoverability of assets and classification of assets and liabilities that might
  be necessary should the Company be unable to continue as a going concern.

| |                 |   |             |   |   |            |   |   |            |  
| | --------------- | - | ----------- | - | - | ---------- | - | - | ---------- | -
| |                 |   | July 31,    |   |   | July 31,   |   |   | July 31,   |  
| |                 |   | 2007        |   |   | 2006       |   |   | 2005       |  
| |                 |   |             |   |   |            |   |   |            |  
| | Working capital | $ | 1,329,490   |   | $ | 29,539     |   | $ | 56,072     |  
| | Deficit         |   | (10,280,853 | ) |   | (8,384,873 | ) |   | (8,247,419 | )



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|2. | SIGNIFICANT ACCOUNTING POLICIES
|-- | -------------------------------

Basis of presentation and
  consolidation

ThrillTime Entertainment International
  Inc. (ThrillTime) exchanged all of its shares for shares of its wholly-owned
  subsidiary, Advanced Proteome Therapeutics Corporation. As a result, the Company
  was identified as the acquirer and ThrillTime became a wholly owned subsidiary
  of the Company. These consolidated financial statements include the accounts of
  the Company, 100% of ThrillTime, incorporated in British Columbia, Canada and
  its 56% owned subsidiary, APTI, incorporated under the laws of the State of
  Delaware, U.S.A. All significant inter-company transactions have been eliminated
  on consolidation.

Use of estimates

The preparation of consolidated
  financial statements in accordance with Canadian generally accepted accounting
  principles requires management to make estimates and assumptions that affect the
  reported amount of the assets and liabilities and the disclosure of contingent
  assets and liabilities at the date of the financial statements and the reported
  amount of revenues and expenses during the year. Actual results could differ
  from those estimates.

Cash and cash equivalents

All highly liquid investments with
  original maturities of three months or less are classified as cash
  equivalents.

Equipment

Equipment is recorded at cost and is
  amortized over their remaining estimated useful economic life as follows:

| | Lab equipment      | Declining balance basis at 20% per annum                      
| | ------------------ | --------------------------------------------------------------
| | Office equipment   | Declining balance basis at between 20% and 30%
      per annum
| | Computer equipment | Declining balance basis at 30% per annum                      

Deferred costs

Costs related to raising capital or
  acquiring a business such as corporate finance costs, legal fees and sponsorship
  fees are recognized as a capital transaction or included in the cost of an
  acquired business and allocated to acquired net assets. Such costs are deferred
  until the corresponding transaction is complete. If the corresponding
  transaction is abandoned, the related costs are written off in the statement of
  operations.

Stock-based compensation

Stock options and direct awards of
  stock granted to employees and non-employees are recorded at fair value on the
  date of grant and the associated expense is amortized over the vesting period.
  The Company issues shares and share options under its share-based compensations
  plans. Any consideration paid upon exercise of the share options or purchase of
  shares is credited to share capital.



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|2. | SIGNIFICANT ACCOUNTING POLICIES(contd)
|-- | ----------------------------------------

Translation of foreign
  currencies

The Companys functional currency is
  the U.S. dollar. Transactions denominated in foreign currencies, but for which
  the functional currency of the operations is the United States dollar, are
  translated at the exchange rate in effect at the transaction date. Monetary
  assets and liabilities denominated in currencies other than the functional
  currency are translated at the exchange rate prevailing at the balance sheet
  date. Exchange gains and losses on translation are included in earnings. Note
  that the Companys stock is traded on the TSX Venture Exchange and therefore
  stock prices are quoted in Canadian dollars.

Revenue recognition

Revenues from the sale of entertainment
  rides is recognized by the percentage of completion method whereby revenue
  recognized in the statement of operations is the percentage of estimated total
  revenue relating to the contract that incurred costs to date bear to estimated
  total costs, after giving effect to estimates of costs to complete based upon
  most recent information. To the extent that payments received from the purchaser
  pursuant to the agreement are in excess of the revenue recognized, such excess
  is presented as deferred revenue on the balance sheet. Royalty revenues are
  recorded as earned in accordance with the specific terms and conditions of the
  royalty agreement. Other revenues, consisting primarily of sale of parts, are
  reflected when the sale has occurred and collection is reasonably assured.

Patent applications and
  technology

The costs incurred to acquire options
  and/or rights to technologies and also the costs to register patents on these
  technologies have been capitalized and will be amortized over the estimated
  useful lives of the technology commencing upon its commercial release.

Research costs are expensed as
  incurred. Development costs which meet generally accepted criteria, including
  reasonable assurance regarding recoverability, are deferred and amortized from
  the beginning of commercial production. Annually, the Company reviews the
  recoverability of deferred development costs through an evaluation of the
  expected future cash flows from commercialization of the associated products to
  determine if there has been an impairment in the recoverable amount.

When management believes that the
  Company will no longer pursue an option, patent or right, or if management
  concludes that it is recorded at an amount in excess of its net recoverable
  amount, the cost associated with the option, patent or right is written off or
  written down.

Long lived assets

Long-lived assets, including equipment
  and intangible assets with finite useful lives, are amortized over their useful
  lives. The Company reviews long-lived assets for impairment annually or more
  frequently if events or changes in circumstances indicate that the carrying
  amount may not be recoverable. If the sum of the undiscounted future cash flows
  expected to result from the use and eventual disposition of a group of assets is
  less than its carrying amount, it is considered to be impaired. An impairment
  loss is measured as the amount by which the carrying amount of the group of
  assets exceeds its fair value.



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|2. | SIGNIFICANT ACCOUNTING POLICIES(contd)
|-- | ----------------------------------------

Income taxes

The Company follows the asset and
  liability method of accounting for income taxes whereby future income taxes are
  recognized for the future income tax consequences attributable to differences
  between the financial statement carrying values and their respective income tax
  bases (temporary differences). Future income tax assets and liabilities are
  measured using enacted or substantively enacted income tax rates expected to
  apply to taxable income in the years in which temporary differences are expected
  to be recovered or settled. The effect on future income tax assets and
  liabilities of a change in tax rates is included in income in the period in
  which the change occurs. The amount of future income tax assets recognized is
  limited to the amount that is more likely than not to be realized.

Earnings (loss) per share

Basic earnings (loss) per share are
  computed by dividing net income (loss) by the weighted average number of shares
  outstanding during the reporting period, which is reported in U.S. Dollars.
  Diluted earnings per share are computed similar to basic earnings per share
  except that the weighted average shares outstanding are increased to include
  additional shares from the assumed exercise of stock options and warrants, if
  dilutive. The number of additional shares is calculated by assuming that
  outstanding stock options were exercised and that the proceeds from such
  exercises were used to acquire shares of common stock at the average market
  price during the reporting period.

|3. | PATENT APPLICATION AND TECHNOLOGY
|-- | ---------------------------------

Since there is insufficient evidence to
  indicate reasonable assurance that the costs incurred to date will be
  recoverable and the potential for the technology to generate revenues for the
  Company involves risks and uncertainties which are difficult to predict, as at
  July 31, 2007, the asset has been written off.

|4. | BUSINESS COMBINATION AND NON-CONTROLLING INTEREST
|-- | -------------------------------------------------

Effective October 25, 2006 the Company
  acquired 56% of the outstanding common shares of APTI for consideration in the
  amount of $2,045,254 USD ($2,300,000 Cdn, which was the exchange rate at the
  date of the transaction), comprising a cash payment of $1,779,518 USD
  ($2,000,000 Cdn) and the conversion of a demand promissory note (Note 5) in the
  amount of $265,736 USD ($300,000 Cdn).

The acquisition has been accounted for
  by the purchase method and the operations of APTI have been included in the
  consolidated financial statements from the date of acquisition. Since APTI is a
  development stage company, the Company is required to disclose cumulative
  results in the statements of operations and cash flows from the date of
  acquisition.

The purchase price was allocated as
  follows:

Cash
      $
      1,907,451Equipment
      
      396Accounts receivable
      
      86,250Patent applications and technology
      
      1,077,669Accounts payable and accrued
        liabilities
      
      (83,495
      )Due to related party (Note 15)
      
      (142,363
      )Non-controlling interest
      
      (800,654
      )$
      2,045,254




---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|4. | BUSINESS COMBINATION AND NON-CONTROLLING INTEREST(contd)
|-- | ----------------------------------------------------------

Non-controlling interest as at July 31, 2007Non-controlling interest at carrying
        amount of net assets acquired
      $
      (800,654
      )Non-controlling share of loss
      
      262,452$
      538,202


Subsequent Subscriptions

Subsequent to the issuance of the APTI
  shares, pursuant to the business combination, the number of issued and
  outstanding shares of APTI shall at all times equal the number of issued and
  outstanding shares of APTC.

|5. | DEMAND PROMISSORY NOTE
|-- | ----------------------

On May 25, 2006, the Company entered
  into a letter of intent with APTI, which was completed on October 25, 2006 (Note
  4). Pursuant with the letter of intent the Company agreed to loan APTI up to
  $300,000 Cdn. As at July 31, 2006 the demand promissory note of $132,556 USD
  ($150,000 Cdn) was advanced to APTI, bore interest at 1% per annum, and was
  secured by a promissory note. The note was convertible to 4,000,000 shares of
  APTI subject to certain conditions. As at October 25, 2006 a further $44,204 USD
  ($50,000 Cdn) and $88,976 USD ($100,000 Cdn) was advanced and the note was
  applied to the purchase price of the acquisition of APTI (Note 4).

|6. | EQUIPMENT
|-- | ---------

| |                    |   |         |  |   |              |  |   |            | 
| | ------------------ | - | ------- |  | - | ------------ |  | - | ---------- | 
| |                    |   |         |  |   | Accumulated  |  |   | Net        | 
| | July
      31,2007 |   | Cost    |  |   | Amortization |  |   | Book Value | 
| |                    |   |         |  |   |              |  |   |            | 
| | Lab equipment      | $ | 275,207 |  | $ | 27,560       |  | $ | 247,647    | 
| | Office equipment   |   | 16,028  |  |   | 14,492       |  |   | 1,536      | 
| | Computer equipment |   | 10,793  |  |   | 1,619        |  |   | 9,174      | 
| |                    | $ | 302,028 |  | $ | 43,671       |  | $ | 258,357    | 
| |                    |   |         |  |   |              |  |   |            | 
| |                    |   |         |  |   | Accumulated  |  |   | Net        | 
| | July 31,2006       |   | Cost    |  |   | Amortization |  |   | Book Value | 
| |                    |   |         |  |   |              |  |   |            | 
| | Office equipment   | $ | 16,028  |  | $ | 13,914       |  | $ | 2,114      | 

|7. | LONG-TERM DEBT
|-- | --------------

Note payable bearing interest at 18%
  per annum

A promissory note in the principal sum
  of $ 60,000, as at July 31, 2005 was due on demand and bore interest at 18% per
  annum. During the fiscal year ended July 31, 2006 the Company settled the
  long-term debt of $60,000 and all accrued interest of $23,100 by way of a
  one-time payment of $ 45,000, resulting in a gain of $ 38,100.



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|8. | SEGMENTED INFORMATION
|-- | ---------------------

The Company currently conducts
  substantially all of its operations in the United States. The Company considered
  its former business to comprise a single operating segment, being the
  development, construction and sale of actual experience amusement rides.
  Supplementary information disclosed by geographic area based on customer
  location for fiscal 2005 is as follows:

| |                           |   |         |  |   |         |  |   |           | 
| | ------------------------- | - | ------- |  | - | ------- |  | - | --------- | 
| |                           |   | Canada  |  |   | U.S.    |  |   | Total     | 
| |                           |   |         |  |   |         |  |   |           | 
| | Year ended July 31, 2005: |   |         |  |   |         |  |   |           | 
| | Revenues                  | $ | 197,994 |  | $ | 927,223 |  | $ | 1,125,218 | 
| | Capital assets            |   | 2,868   |  |   | -       |  |   | 2,868     | 

|9. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------

The Company is committed to lease a
  premise at a monthly rent of $ 6,250 for a period of 1 year, commencing January
  1, 2007, with an option to extend the lease for 1 additional year.

|10. | CAPITAL STOCK
|--- | -------------

Share issuances

During the fiscal year ended July 31,
  2006 the Company issued 6,000,000 units at a price of $ 0.06 Cdn. per unit to
  raise gross proceeds of $ 360,000 Cdn. ($ 308,510 USD). Each unit consisted of
  one common share and one-half of one common share purchase warrant. Each whole
  warrant entitled the holder to purchase one common share at a price of $ 0.10
  Cdn. per share expiring November 25, 2006. The Company paid a finders fee of
  500,000 common shares valued at $30,000 Cdn. ($25,709 USD) in conjunction with
  the issuance.

Concurrent with, and as a condition
  precedent to a plan of arrangement On October 25, 2006, the Company completed a
  brokered and non-brokered private placement of 25,000,000 units at a price of
  $0.10 Cdn per unit for gross proceeds of $2,224,207 USD ($2,500,000 Cdn). Each
  unit is comprised of one common share and one-half share purchase warrant, each
  warrant exercisable at a price of $0.15 Cdn per share for a period of one year.
  A cash commission of 8% ($177,936 USD) was paid to the selling agent and the
  selling group, and to finders on the non-brokered portion at closing. The agent
  was also issued 3,440,367 agents warrants for its services at a value of
  $85,000 USD, exercisable into one common share of the Company at a price of
  $0.10 Cdn per unit for a period of one year. The fair value of these warrants
  issued has been estimated as of the date of grant using the Black-Scholes
  warrants valuation model with the following assumptions: risk-interest rate of
  4.1%, dividend yield 0%, a historic volatility of 60% and expected term of 1
  year. The Company paid $35,590 USD ($40,000 Cdn) in expenses relating to this
  transaction and issued 500,000 common shares of the Company as sponsorship fees
  at a value of $ 0.10 Cdn per share ($44,484 USD ($50,000 Cdn)). Legal and audit
  fees incurred to complete this transaction totaled $169,459 USD ($190,500
  Cdn).

As at July 31, 2006 the Company had
  incurred $57,271 USD of deferred costs in connection with these
  transactions.



---

The Company received $28,500 USD ($30,000 Cdn) from the
  exercise of 150,000 stock options at a price of $0.20 Cdn per share.



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|10. | CAPITAL STOCK(contd)
|--- | ----------------------

Share issuances(contd)

The Company received proceeds of
  $252,167 USD ($296,667 Cdn) from the exercise of 2,966,667 warrants at a price
  of $0.10 Cdn per share and $125,687 USD ($138,750 Cdn) from the exercise of
  925,000 warrants at a price of $0.15 Cdn per share. The Company also received
  proceeds of $11,281 USD ($11,875 Cdn) from the exercise of 118,750 agents
  warrants at $0.10 Cdn per share.

Stock options

The Company has a stock option plan
  (the Plan) that allows the directors to grant stock options to purchase up to
  a total of 5,616,771 common shares, provided that stock options in favour of any
  one individual may not exceed 5% of the issued and outstanding shares. No stock
  option granted under the Plan is transferable by the optionee other than by will
  or the laws of descent and distribution, and each stock option is exercisable
  during the lifetime of the optionee only by such optionee.

The exercise price of all stock options
  granted under the Plan must not be less than the Discounted Market Price (the
  last closing price of the listed shares before the date of the grant), subject
  to a minimum price of Cdn $0.10 per share, and the maximum term of each stock
  option may not exceed five years. Vesting is provided at the discretion of the
  directors and once vested, options are exercisable at any time. Any shares
  issued on the exercise of stock options must be legended with a four-month
  holding period commencing on the date the stock options were granted.

Stock option transactions and the
  number of share options outstanding are summarized as follows:

| |                                                       |  |                  |   |   |           |      
| | ----------------------------------------------------- |  | ---------------- | - | - | --------- | -----
| |                                                       |  |                  |   |   | Weighted  |      
| |                                                       |  |                  |   |   | Average   |      
| |                                                       |  | Number           |   |   | Exercise  |      
| |                                                       |  | Of
      Options |   |   | Price     |      
| | Balance, July 31, 2005 and 2004                       |  | 1,900,000        |   | $ | 0.10 Cdn  |      
| | Expired or cancelled                                  |  | (1,900,000       | ) |   | (0.10     | ) Cdn
| | Balance, July 31, 2006                                |  | Nil              |   | $ | Nil       |      
| | Granted and expiring on or before February 26, 2012   |  | 4,300,000        |   | $ | 0. 20 Cdn |      
| | Forfeited during fiscal 2007                          |  | (50,000          | ) |   | (0.20     | ) Cdn
| | Exercised during fiscal 2007                          |  | (150,000         | ) |   | (0.20     | ) Cdn
| |                                                       |  | 4,100,000        |   | $ | 0. 20 Cdn |      
| | Granted and expiring on or before April 10, 2012      |  | 300,000          |   | $ | 0. 30 Cdn |      
| | Granted and expiring on or before June 18,
      2012 |  | 300,000          |   | $ | 0. 41 Cdn |      
| | Granted and expiring on or before July 10, 2012       |  | 370,000          |   | $ | 0. 35 Cdn |      
| | Balance, July 31, 2007                                |  | 5,070,000        |   | $ | 0. 21 Cdn |      

14

---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|10. | CAPITAL STOCK(contd)
|--- | ----------------------

Stock options(contd)

During the fiscal year ended July 31,
  2006, all options expired unexercised.

During fiscal 2007 the Company granted
  incentive stock options to directors, officers, employees and consultants to
  purchase up to an aggregate of 4,300,000 common shares exercisable on or before
  February 16, 2012 at a price of $0.20 Cdn per share. 1,900,000 of these stock
  options vested immediately. Of the remaining 2,400,000 stock options, 800,000
  vest annually over the next three years. During fiscal 2007, 150,000 of these
  options were exercised and 50,000 forfeited. The fair value of each option
  granted has been estimated as of the date of the grant using the Black-Scholes
  option pricing model with the following assumptions: risk-interest rate of 4.1%,
  dividend yield 0%, a historic volatility of 90.2%, and expected term of 5 years,
  equal to the full life of the options as the Company does not expect any options
  to be exercised early.

The Company granted additional
  incentive stock options to directors, officers and employees to purchase up to
  an aggregate of 300,000 common shares exercisable on or before April 10, 2012 at
  a price of $0.30 Cdn per share. 25% vested immediately and the balance vest at a
  rate of 25% annually over the next three years. The fair value of each option
  granted has been estimated as of the date of the grant using the Black-Scholes
  option pricing model with the following assumptions: risk-interest rate of 4.1%,
  dividend yield 0%, a historic volatility of 90.2%, and expected term of 5 years,
  equal to the full life of the options as the Company does not expect any options
  to be exercised early.

The Company granted additional
  incentive stock options to consultants to purchase up to an aggregate of 300,000
  common shares exercisable on or before June 18, 2012 at a price of $0.41 Cdn per
  share. 25% of these vest three months from the grant date and the balance vest
  at a rate of 25% every three months thereafter. The fair value of each option
  granted has been estimated as of the date of the grant using the Black-Scholes
  option pricing model with the following assumptions: risk-interest rate of 4.6%,
  dividend yield 0%, a historic volatility of 90.2%, and expected term of 5 years,
  equal to the full life of the options as the Company does not expect any options
  to be exercised early.

The Company granted additional
  incentive stock options to directors, officers, employees to purchase up to an
  aggregate of 370,000 common shares exercisable on or before July 10, 2012 at a
  price of $0.35 Cdn per share. 25% vested immediately and the balance vest at a
  rate of 25% annually over the next three years. The fair value of each option
  granted has been estimated as of the date of the grant using the Black-Scholes
  option pricing model with the following assumptions: risk-interest rate of 4.6%,
  dividend yield 0%, a historic volatility of 90.2%, and expected term of 5 years,
  equal to the full life of the options as the Company does not expect any options
  to be exercised early.

For the fiscal year ended July 31, 2007
  the Company recorded a total of $376,908 USD ($435,498 Cdn) in stock based
  compensation expense related to stock options in the consolidated statement of
  operations.

Warrants and option-pricing models
  require the use of highly subjective estimates and assumptions including the
  expected stock price volatility. Changes in the underlying assumptions can
  materially affect the fair value estimates and therefore, in managements
  opinion, existing models do not necessarily provide reliable measurement of the
  fair value of the Companys stock options.



---

Stock options to purchase shares from
  the Company are granted to directors and employees of the Company on the terms
  and conditions acceptable to the applicable securities regulatory authorities in
  Canada, in particular the TSX Venture Exchange (TSX-V).



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|10. | CAPITAL STOCK(contd)
|--- | ----------------------

Warrants

As at July 31, 2007 the following
  warrants were outstanding:

| |                                                                       |                   |             
| | --------------------------------------------------------------------- | ----------------- | ------------
| |                                                                       |                   | Weighted    
| |                                                                       |                   | Average     
| |                                                                       | Number            | Exercise    
| |                                                                       | Of
      Warrants | Price       
| |                                                                       |                   |             
| |                                                                       |                   |             
| | Balance, July 31, 2005                                                | -                 |             
| |                                                                       |                   |             
| | Issued ,
      expiring November 25, 2006                             | 3,000,000         | $ 0.10 Cdn  
| |                                                                       |                   |             
| | Balance, July 31, 2006                                                | 3,000,000         | $ 0.10 Cdn  
| |                                                                       |                   |             
| | Exercised on or
      before November 25, 2006                        | (2,966,667)       | $ (0.10) Cdn
| | Expired as of November 25, 2006                                       | (33,333)          | $ (0.10) Cdn
| |                                                                       | -                 |             
| |                                                                       |                   |             
| | Issued pursuant
      to private placement, expiring October 24, 2007 | 12,500,000        | $ 0.15 Cdn  
| | Less warrants exercised in
      fiscal 2007                          | (925,000)         | $ (0.15) Cdn
| |                                                                       | 11,575,000        | $ 0.15 Cdn  
| |                                                                       |                   |             
| | Agents warrants,
      expiring October 24, 2007                      | 3,440,367         | $ 0.10 Cdn  
| | Less warrants exercised in
      fiscal 2007                          | (118,750)         | $ (0.10) Cdn
| |                                                                       | 3,321,617         | $ 0.10 Cdn  
| |                                                                       |                   |             
| | Balance, July 31, 2007                                                | 14,896,617        | $ 0.14 Cdn  

As the Company experienced losses for
  the years ended July 31, 2006 and 2005, all potential common shares outstanding
  from dilutive securities are considered anti-dilutive and are excluded from the
  calculation of loss per share for those years.

Details of anti-dilutive potential
  securities outstanding not included in diluted EPS calculations at July 31 are
  as follows:

| |                                          |  |            |  |  |           |  |  |      | 
| | ---------------------------------------- |  | ---------- |  |  | --------- |  |  | ---- | 
| | Anti-dilutive
      potential securities |  | 2007       |  |  | 2006      |  |  | 2005 | 
| |                                          |  |            |  |  |           |  |  |      | 
| | Common shares potentially assumable:     |  |            |  |  |           |  |  |      | 
| | - pursuant to warrants                   |  | 7,448,309  |  |  | 1,500,000 |  |  | -    | 
| | - under stock
      options              |  | 5,070,000  |  |  | -         |  |  | -    | 
| |                                          |  | 12,518,309 |  |  | 1,500,000 |  |  |      | 



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|11. | GAIN (LOSS) ON SALE OF SUBSIDIARY NET ASSETS
|--- | --------------------------------------------

Effective May 13, 2005, the Company
  entered into an agreement to sell the net assets held by Skycoaster, Inc. in
  exchange for all related debt and obligations between the Company and the
  purchaser. Effective July 3, 2005, the Company entered into an agreement to sell
  the net assets of Superstar Dragsters, Inc., in exchange for all obligations
  between the Company and the purchaser.

The components of debt settlement and
  the gain on sale of the subsidiary assets during the year ended July 31, 2005
  were as follows:

| |                                   |   |                |  |   |             |   |   |                 |   |   |           |  
| | --------------------------------- | - | -------------- |  | - | ----------- | - | - | --------------- | - | - | --------- | -
| |                                   |   | Thrilltime     |  |   |             |   |   |                 |   |   |           |  
| |                                   |   | Entertainment  |  |   |             |   |   |                 |   |   |           |  
| |                                   |   | International, |  |   | Skycoaster, |   |   | Superstar       |   |   |           |  
| |                                   |   | Inc.           |  |   | Inc.        |   |   | Dragsters, Inc. |   |   | Total     |  
| | Current assets                    |   |                |  |   |             |   |   |                 |   |   |           |  
| | Accounts
      receivable         | $ | -              |  | $ | (93,133     | ) | $ | (17,413         | ) | $ | (110,546  | )
| | Inventory                         |   | -              |  |   | (15,909     | ) |   | (124,240        | ) |   | (140,149  | )
| | Prepaid expenses                  |   | -              |  |   | (3,122      | ) |   | -               |   |   | (3,122    | )
| |                                   |   | -              |  |   | (112,164    | ) |   | (141,653        | ) |   | (253,817  | )
| |                                   |   |                |  |   |             |   |   |                 |   |   |           |  
| | Non-current assets                |   |                |  |   |             |   |   |                 |   |   |           |  
| | Office equipment                  |   | -              |  |   | (104,551    | ) |   | -               |   |   | (104,551  | )
| | Accumulated amortization          |   | -              |  |   | 96,063      |   |   | -               |   |   | 96,063    |  
| |                                   |   | -              |  |   | (8,488      | ) |   | -               |   |   | (8,488    | )
| |                                   |   |                |  |   |             |   |   |                 |   |   |           |  
| | Skycoaster                        |   | -              |  |   | (112,089    | ) |   | -               |   |   | (112,089  | )
| | Accumulated amortization          |   | -              |  |   | 112,089     |   |   | -               |   |   | 112,089   |  
| |                                   |   | -              |  |   | -           |   |   | -               |   |   | -         |  
| |                                   |   |                |  |   |             |   |   |                 |   |   |           |  
| | Total assets                      |   | -              |  |   | (120,652    | ) |   | (141,653        | ) |   | (262,305  | )
| |                                   |   |                |  |   |             |   |   |                 |   |   |           |  
| | Current liabilities               |   |                |  |   |             |   |   |                 |   |   |           |  
| | Current portion of long-term debt |   | 2,465,697      |  |   | -           |   |   | 30,457          |   |   | 2,496,154 |  
| | Long-term debt                    |   | -              |  |   | -           |   |   | 150,463         |   |   | 150,463   |  
| | Interest payable                  |   | 573,205        |  |   | -           |   |   | 7,291           |   |   | 580,496   |  
| |                                   |   | 3,038,902      |  |   | -           |   |   | 188,211         |   |   | 3,227,113 |  
| |                                   |   |                |  |   |             |   |   |                 |   |   |           |  
| | Gain (loss) on sale               | $ | 3,038,902      |  | $ | (120,652    | ) | $ | 46,558          |   | $ | 2,964,808 |  

---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|12. | INCOME TAXES
|--- | ------------

(a) Reconciliation between statutory
  rate and actual rate:

| |                                                                          |   |            |   |   |          |   |   |           |  
| | ------------------------------------------------------------------------ | - | ---------- | - | - | -------- | - | - | --------- | -
| |                                                                          |   | 2007       |   |   | 2006     |   |   | 2005      |  
| |                                                                          |   |            |   |   |          |   |   |           |  
| | Net income (loss) before income taxes                                    | $ | (2,158,432 | ) | $ | (137,454 | ) | $ | 2,598,864 |  
| |                                                                          |   |            |   |   |          |   |   |           |  
| | Income tax (recovery) computed at statutory
      combined basis rate of | $ | (737,000   | ) | $ | (49,000  | ) | $ | 886,732   |  
| | 34% (2006  36%; 2005  34%)                                             |   |            |   |   |          |   |   |           |  
| | Items deductible for tax                                                 |   | -          |   |   | -        |   |   | (900,224  | )
| | Permanent differences                                                    |   | 131,000    |   |   | (17,000  | ) |   | -         |  
| | Write-down of patent applications on
      consolidation                 |   | 370,000    |   |   | -        |   |   | -         |  
| | Drawdown in valuation allowance                                          |   | 236,000    |   |   | 66,000   |   |   | 42,948    |  
| | Actual income tax recovery                                               | $ | -          |   | $ | -        |   | $ | 29,456    |  

(b) Future tax assets:

| |                                 |   |          |   |   |          |  
| | ------------------------------- | - | -------- | - | - | -------- | -
| |                                 |   | 2007     |   |   | 2006     |  
| |                                 |   |          |   |   |          |  
| | Future income tax assets:       |   |          |   |   |          |  
| | Non-capital loss carry forwards | $ | 522,000  |   | $ | 565,000  |  
| | Capital assets                  |   | 8,000    |   |   | -        |  
| | Valuation allowance             |   | (530,000 | ) |   | (565,000 | )
| |                                 | $ | -        |   | $ | -        |  

Management believes that it is not
  likely that it will create sufficient taxable income to realize its future tax
  assets. As a result, no benefit has been recognized in these statements and a
  full valuation allowance has been recognized against future income tax
  assets.



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|12. | INCOME TAXES(contd)
|--- | ---------------------

Subject to certain restrictions, the
  Company has non-capital losses carried forward for tax purposes available to
  reduce taxable income for future years in the approximate amounts of $588,000 in
  Canada and $785,000 in the United States. These losses expire as follows:

Year
      Amount2015
      $ 366,0002018
      22,0002019
      31,0002020
      10,0002021
      4,0002022
      16,0002023
      7,0002024
      18,0002025
      16,0002026
      270,0002027
      613,000$1,373,000


|13. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
|--- | --------------------------------------------------

Supplemental cash flow disclosure and
  non-cash financing and investing activities are as follows:

| |               |   |          |  |   |          |  |   |          | 
| | ------------- | - | -------- |  | - | -------- |  | - | -------- | 
| |               |   | July 31, |  |   | July 31, |  |   | July 31, | 
| |               |   | 2007     |  |   | 2006     |  |   | 2005     | 
| |               |   |          |  |   |          |  |   |          | 
| | Interest paid | $ | 8,901    |  | $ | -        |  | $ | -        | 

The significant non-cash transactions
  for the year ended July 31 2007 consisted of:

| | a) | The issuance of 500,000 common shares valued at $44,484 USD ($50,000
      Cdn) as a sponsor fee relating to the private placement of 25,000,000
      units. 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                               
| | b) | The issuance of 3,440,367 agents warrants valued at $ 85,000 USD
      ($95,540 Cdn) for services related to the private placement of 25,000,000
      units.

The significant non-cash transactions
  for the year ended July 31, 2006 consisted of:

| | a) | The issuance of 500,000 common shares valued at $25,709 as a finders
      fee relating to the private placement of 6,000,000 units.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                      
| | b) | The accrual of $35,179 for deferred costs as at July 31, 2006.                                                                       



---

The significant non-cash transactions for the year ended July
  31, 2005 was the settlement of debt of $3,227,113 in exchange for subsidiary
  assets valued at $262,305.



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|14. | FINANCIAL INSTRUMENTS
|--- | ---------------------

The Company's financial instruments
  consist of cash, receivables, demand promissory note, accounts payable and
  accrued liabilities and due to related party, the carrying values of which
  approximate fair value due to the immediate or short-term maturity of these
  financial instruments. Unless otherwise noted, it is management's opinion that
  the Company is not exposed to significant interest or credit risks arising from
  these financial instruments. The fair value of these financial instruments
  approximates their carrying value, unless otherwise noted.

The Company is exposed to currency risk
  arising from fluctuations in foreign exchange rates and the degree of volatility
  in those rates. The Company does not use derivative instruments to reduce its
  exposure to foreign currency risk.

|15. | RELATED PARTY TRANSACTIONS
|--- | --------------------------

The Company entered into the following
  transactions with related parties:

During the fiscal year ended July 31,
  2007 the Company paid or accrued $14,583 (2006 - $27,703; 2005 -$12,892) to a
  director and officer for consulting services included in general and
  administrative costs. Included within accounts payables and accrued liabilities
  is $Nil (2006 - $7,070; 2005 - $Nil) owing in respect to these services.

During the year ended July 31, 2007 the
  Company paid $Nil (2006 - $Nil; 2005 - $99,520) to former directors and officers
  for consulting services.

The amount due to related party of
  $145,652 is due to the non-controlling interest and bears interest at 5.0% per
  annum. The amount is due December 31, 2008 and includes interest accrued of
  $4,127. During the fiscal year ended July 31, 2007, interest of $7,076 was paid
  in cash.

These transactions were in the normal
  course of operations and were measured at the exchange amount, which is the
  amount of consideration established and agreed to by the related parties.

|16. | SUBSEQUENT EVENTS
|--- | -----------------

Subsequent to year end, 11,495,130
  warrants and 3,163,492 agents warrants were exercised at a price of $0.15 and
  $0.10 respectively for proceeds of $1,724,270 Cdn and $316,349 Cdn. The impact
  of these warrants has not been reflected in these financial statements as they
  were exercised subsequent to year end.

|17. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES
|--- | ---------------------------------------------------------------------------------------------

Accounting practices under Canadian and
  United States generally accepted accounting principles (GAAP), as they affect
  the Company are substantially the same except for the following:

Other Income



---

Under United States GAAP, other income
  is not considered revenue and is shown under expenses. Under Canadian GAAP,
  other income is included in revenue. This difference has no impact on the net
  loss.



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|17. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES(contd)
|--- | ------------------------------------------------------------------------------------------------------

Stock-Based Compensation

During fiscal 2007, the Company applied
  SFAS No. 123(R), Share-Based Payment, to account for stock options and
  similar equity instruments issued. Accordingly, compensation expense
  attributable to stock options or similar equity instruments granted is measured
  at the fair value at the grant date using the Black-Scholes option pricing model
  and recognized over the expected vesting period. In the event stock options are
  forfeited, any previously recognized compensation expense related to unvested
  and expiring awards is recognized in earnings during the period of
  forfeiture.

Although the assumptions used to record
  stock compensation expense reflect managements best estimates, they involve
  inherent uncertainties based on market conditions generally outside of the
  control of the Company. If other assumptions were used, stock-based compensation
  expense could be significantly impacted. As stock options are exercised, the
  proceeds received on exercise, in addition to the previously recognized amounts
  related to those stock options, are credited to stockholders equity. The
  adoption of SFAS No. 123(R) did not have an impact on the Companys historical
  financial statements as the Company had no stock options outstanding prior to
  adoption.

Patent

Under United States GAAP, the
  in-process research and development costs acquired on the business combination
  must be expensed immediately. This results in an increase in the net loss before
  non-controlling interest of $1,077,669. Under Canadian GAAP, these costs have
  been capitalized and are reviewed for impairment on an annual basis .

Lab equipment

Under United States GAAP, lab equipment
  acquired for research and development that has not otherwise been acquired for
  alternative future use must be expensed immediately. This results in an increase
  in the net loss before non-controlling interest of $247,647. Under Canadian
  GAAP, these costs have been capitalized and are amortized over their remaining
  estimated useful economic life (Notes 2 and 6).



---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           

|17. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES
|--- | ---------------------------------------------------------------------------------------------

Significant differences

Significant differences between
  Canadian GAAP and U.S. GAAP would have the following effect on reported net
  income (loss) of the Company:

| |                                           |   |            |   |   |          |   |   |           |  |   |                  |  
| | ----------------------------------------- | - | ---------- | - | - | -------- | - | - | --------- |  | - | ---------------- | -
| |                                           |   | July 31,   |   |   | July 31, |   |   | July 31,  |  |   | Note 4           |  
| |                                           |   | 2007       |   |   | 2006     |   |   | 2005      |  |   | Cumulative -     |  
| |                                           |   |            |   |   |          |   |   |           |  |   | October 25, 2006 |  
| |                                           |   |            |   |   |          |   |   |           |  |   | to               |  
| |                                           |   |            |   |   |          |   |   |           |  |   | July 31, 2007    |  
| |                                           |   |            |   |   |          |   |   |           |  |   |                  |  
| | Net loss for the year in
      accordance | $ | (1,895,980 | ) | $ | (137,454 | ) | $ | 2,628,320 |  | $ | (1,809,850       | )
| | with Canadian GAAP                        |   |            |   |   |          |   |   |           |  |   |                  |  
| | Adjustments                               |   |            |   |   |          |   |   |           |  |   |                  |  
| | Non-controlling interest                  |   | 109,015    |   |   | -        |   |   | -         |  |   | 109,015          |  
| | Amortization of equipment                 |   | 27,560     |   |   | -        |   |   | -         |  |   | 27,560           |  
| | Lab equipment used for Research           |   | (275,207   | ) |   | -        |   |   | -         |  |   | (275,207         | )
| | and Development                           |   |            |   |   |          |   |   |           |  |   |                  |  
| |                                           |   | (138,632   | ) |   | -        |   |   | -         |  |   | (138,632         | )
| |                                           |   |            |   |   |          |   |   |           |  |   |                  |  
| | Net loss for the year in accordance       | $ | (2,034,612 | ) | $ | (137,454 | ) | $ | 2,628,320 |  | $ | (1,948,482       | )
| | with U.S. GAAP                            |   |            |   |   |          |   |   |           |  |   |                  |  
| |                                           |   |            |   |   |          |   |   |           |  |   |                  |  
| | Basic and diluted loss per
      common   |   |            |   |   |          |   |   |           |  |   |                  |  
| | share, Canadian and U.S. GAAP             | $ | (.04       | ) | $ | (.01     | ) | $ | .13       |  | $ | -                |  

The following is an analysis of the
  Companys deficit incorporating the differences between Canadian and U.S.
  GAAP:

| |                                  |   |             |   |   |            |  
| | -------------------------------- | - | ----------- | - | - | ---------- | -
| |                                  |   | July 31,    |   |   | July 31,   |  
| |                                  |   | 2007        |   |   | 2006       |  
| | Deficit under Canadian GAAP      | $ | (10,280,853 | ) | $ | (8,384,873 | )
| | Adjustments to net income (loss) |   | (138,632    | ) |   | -          |  
| | Deficit under U.S. GAAP          | $ | (10,419,485 | ) | $ | (8,384,873 | )

---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|17. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES(contd)
|--- | ------------------------------------------------------------------------------------------------------

Significant differences(contd)

The following is an analysis of the
  Companys shareholders equity incorporating the differences between Canadian
  and U.S. GAAP:

| |                                                |   |          |   |   |          | 
| | ---------------------------------------------- | - | -------- | - | - | -------- | 
| |                                                |   | July 31, |   |   | July 31, | 
| |                                                |   | 2007     |   |   | 2006     | 
| | Shareholders equity under
      Canadian GAAP | $ | 903,993  |   | $ | 221,480  | 
| | Adjustments to net loss and deficit            |   | (138,632 | ) |   | -        | 
| | Shareholders equity under U.S. GAAP           | $ | 765,361  |   | $ | 221,480  | 

The following is an analysis of major
  balance sheet categories reflecting the application of U.S. GAAP:

| |                                      |   |           |  |   |          | 
| | ------------------------------------ | - | --------- |  | - | -------- | 
| |                                      |   | July 31,  |  |   | July 31, | 
| |                                      |   | 2007      |  |   | 2006     | 
| | Total current assets                 | $ | 1,358,043 |  | $ | 118,424  | 
| | Demand promissory note               |   | -         |  |   | 132,556  | 
| | Deferred costs                       |   | -         |  |   | 57,271   | 
| | Equipment                            |   | 10,710    |  |   | 2,114    | 
| | Total assets under U.S. GAAP         | $ | 1,368,753 |  | $ | 310,365  | 
| | Total current liabilities            | $ | 174,205   |  | $ | 88,885   | 
| | Non-controlling interest             |   | 429,187   |  |   | -        | 
| | Shareholders equity                 |   | 765,361   |  |   | 221,480  | 
| | Shareholders equity under U.S. GAAP | $ | 1,368,753 |  | $ | 310,365  | 

---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|17. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES(contd)
|--- | ------------------------------------------------------------------------------------------------------

Significant differences(contd)

The following is an analysis of major
  cash flow statement categories reflecting the application of U.S. GAAP:

| |                                                    |   |            |   |   |          |   |   |         |   |   |                  |  
| | -------------------------------------------------- | - | ---------- | - | - | -------- | - | - | ------- | - | - | ---------------- | -
| |                                                    |   |            |   |   |          |   |   |         |   |   | Note 4           |  
| |                                                    |   | 2007       |   |   | 2006     |   |   | 2005    |   |   | Cumulative -     |  
| |                                                    |   |            |   |   |          |   |   |         |   |   | October 25, 2006 |  
| |                                                    |   |            |   |   |          |   |   |         |   |   | to               |  
| |                                                    |   |            |   |   |          |   |   |         |   |   | July 31, 2007    |  
| |                                                    |   |            |   |   |          |   |   |         |   |   |                  |  
| | CASH FLOWS FROM (USED IN) OPERATING                |   |            |   |   |          |   |   |         |   |   |                  |  
| | ACTIVITIES                                         |   |            |   |   |          |   |   |         |   |   |                  |  
| | In accordance with
      Canadian GAAP             | $ | (765,434   | ) | $ | (189,335 | ) | $ | 34,686  |   | $ | (763,819         | )
| | Adjustment:                                        |   |            |   |   |          |   |   |         |   |   |                  |  
| | Lab equipment used for research and development    |   | (275,207   | ) |   | -        |   |   | -       |   |   | (275,207         | )
| | In accordance with US GAAP                         |   | (1,040,641 | ) |   | (189,335 | ) |   | 34,686  |   |   | (1,039,026       | )
| |                                                    |   |            |   |   |          |   |   |         |   |   |                  |  
| |                                                    |   |            |   |   |          |   |   |         |   |   |                  |  
| | CASH FLOWS FROM (USED IN) FINANCING                |   | 2,262,145  |   |   | 232,902  |   |   | (14,595 | ) |   | 2,260,530        |  
| | ACTIVITIES                                         |   |            |   |   |          |   |   |         |   |   |                  |  
| |                                                    |   |            |   |   |          |   |   |         |   |   |                  |  
| | CASH FLOWS FROM (USED IN) INVESTING                |   |            |   |   |          |   |   |         |   |   |                  |  
| | ACTIVITIES                                         |   |            |   |   |          |   |   |         |   |   |                  |  
| | In accordance with Canadian GAAP                   |   | (290,850   | ) |   | (132,556 | ) |   | -       |   |   | (290,850         | )
| | Adjustment:                                        |   |            |   |   |          |   |   |         |   |   |                  |  
| | Purchase of lab equipment                          |   | 275,207    |   |   | -        |   |   | -       |   |   | 275,207          |  
| | In accordance with US
      GAAP                   |   | (15,643    | ) |   | (189,335 | ) |   | 34,686  |   |   | (15,643          | )
| |                                                    |   |            |   |   |          |   |   |         |   |   |                  |  
| | Change in cash during the year                     |   | 1,205,861  |   |   | (88,989  | ) |   | 20,091  |   |   | 1,205,861        |  
| |                                                    |   |            |   |   |          |   |   |         |   |   |                  |  
| | Cash and cash equivalents, beginning of
      year |   | 101,315    |   |   | 190,304  |   |   | 170,213 |   |   | 101,315          |  
| |                                                    |   |            |   |   |          |   |   |         |   |   |                  |  
| | Cash and cash equivalents, end of year             | $ | 1,307,176  |   | $ | 101,315  |   | $ | 190,304 |   | $ | 1,307,176        |  

---

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           

|17. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES(contd)
|--- | ------------------------------------------------------------------------------------------------------

Recent accounting pronouncements

In November 2005, the FASB issued FASB
  Staff Position No. SFAS 115-1 and SFAS 124-1 ("FSP SFAS 115-1 and 124-1"), which
  addresses the determination as to when an investment is considered impaired,
  whether that impairment is other than temporary, and the measurement of an
  impairment loss. FSP SFAS 115-1 and 124-1 also includes accounting
  considerations subsequent to the recognition of an other-than-temporary
  impairment and requires certain disclosures about unrealized losses that have
  not been recognized as other-than-temporary impairments. The guidance in FSP
  SFAS 115-1 and 124-1 amends FASB Statements No. 115, "Accounting for Certain
  Investments in Debt and Equity Securities," and No. 124, "Accounting for Certain
  Investments Held by Not-for-Profit Organizations," and APB Opinion No. 18, "The
  Equity Method of Accounting for Investments in Common Stock." The guidance in
  FSP SFAS 115-1 and 124-1 shall be applied to the first reporting period
  beginning after December 15, 2005. The adoption of FSP SFAS 115-1 and 124-1 has
  not had a significant impact on the Company's consolidated financial position,
  results of operations and cash flows.

In February 2006, the FASB issued SFAS
  155 "Accounting for Certain Hybrid Financial Instruments, an amendment of FASB
  Statements No. 133 and 140." This Statement amends FASB 133, "Accounting for
  Derivative Instruments and Hedging Activities," and SFAS 140, "Accounting for
  Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
  SFAS 155 resolves issues addressed in Statement 133 Implementation Issue No. D1,
  Application of Statement 133 to Beneficial Interests in Securitized Financial
  Assets. SFAS 155 permits fair value remeasurement for any hybrid financial
  instrument that contains an embedded derivative that otherwise would require
  bifurcation, clarifies which interest-only strips and principal-only strips are
  not subject to the requirements of SFAS 133, establishes a requirement to
  evaluate interests in securitized financial assets to identify interests that
  are freestanding derivatives or that are hybrid financial instruments that
  contain an embedded derivative requiring bifurcation, clarifies that
  concentrations of credit risk in the form of subordination are not embedded
  derivatives and amends SFAS 140 to eliminate the prohibition on a qualifying
  special-purpose entity from holding a derivative financial instrument that
  pertains to a beneficial interest other than another derivative financial
  instrument. SFAS 155 is effective for all financial instruments acquired or
  issued after the beginning of the Company's first fiscal year that begins after
  September 15, 2006, with earlier adoption permitted. The Company is currently
  evaluating the impact of SFAS 155 on its consolidated financial position,
  results of operations and cash flows.

In March 2006, the FASB issued SFAS No.
  156 ("FAS 156"), "Accounting for Servicing of Financial Assets-An Amendment of
  FASB Statement No. 140." Among other requirements, FAS 156 requires a company to
  recognize a servicing asset or servicing liability when it undertakes an
  obligation to service a financial asset by entering into a servicing contract
  under certain situations. Under FAS 156 an election can also be made for
  subsequent fair value measurement of servicing assets and servicing liabilities
  by class, thus simplifying the accounting and provide for income statement
  recognition of potential offsetting changes in the fair value of servicing
  assets, servicing liabilities and related derivative instruments. FAS 156 is
  effective for fiscal years beginning after September 15, 2006. The Company does
  not expect the adoption of FAS 156 will have a material impact on its financial
  position or results of operations.

---

In July 2006, the FASB issued Financial
  Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an
  interpretation of FASB Statement No. 109" ("FIN 48"), which is a change in
  accounting for income taxes. FIN 48 specifies how tax benefits for uncertain tax
  positions are to be recognized, measured, and derecognized in financial
  statements; requires certain disclosures of uncertain tax matters; specifies how
  reserves for uncertain tax positions

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|17. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES(contd)
|--- | ------------------------------------------------------------------------------------------------------

Recent accounting pronouncements(contd)

should be classified on the balance
  sheet; and provides transition and interim period guidance, among other
  provisions. FIN 48 is effective for fiscal years beginning after December 15,
  2006. The Company does not expect the adoption of FIN 48 will have a material
  impact on its financial position or results of operations.

In September 2006, the FASB issued SFAS
  No. 157 ("FAS 157"), "Fair Value Measurements." Among other requirements, FAS
  157 defines fair value and establishes a framework for measuring fair value and
  also expands disclosure about the use of fair value to measure assets and
  liabilities. FAS 157 is effective beginning the first fiscal year that begins
  after November 15, 2007. The Company is currently evaluating the impact of FAS
  157 on its financial position and results of operations.

In September 2006, the Securities and
  Exchange Commission issued Staff Accounting Bulletin No. 108, "Considering the
  Effects of Prior Year Misstatements When Quantifying Misstatements in Current
  Year Financial Statements" ("SAB 108"), which provides interpretive guidance on
  how the effects of the carryover or reversal of prior year misstatements should
  be considered in quantifying a current year misstatement. The guidance is
  applicable for fiscal years ending after November 15, 2006. The adoption of SAB
  108 did not have a material impact on its consolidated financial statements.

In February 2007, FASB issued Financial
  Accounting Standards No. 159, The Fair Value Option for Financial Assets and
    Financial LiabilitiesIncluding an amendment of FASB Statement No. 115.This Statement permits entities to choose to measure many financial
  instruments and certain other items at fair value. The objective is to improve
  financial reporting by providing entities with the opportunity to mitigate
  volatility in reported earnings caused by measuring related assets and
  liabilities differently without having to apply complex hedge accounting
  provisions. This Statement is expected to expand the use of fair value
  measurement, which is consistent with the Boards long-term measurement
  objectives for accounting for financial instruments. SFAS 159 is effective as of
  the beginning of an entitys first fiscal year that begins after November 15,
  2007. We anticipate SFAS No. 159 will not have a material impact on our
  financial statements.

On December 4, 2007 the FASB issued
  SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements -
  An Amendment of ARB No. 51. SFAS 160 establishes new accounting and reporting
  standards for the non-controlling interest in a subsidiary and for the
  deconsolidation of a subsidiary. Specifically, this statement requires the
  recognition of a non-controlling interest (minority interest) as equity in the
  consolidated financial statements and separate from the parent's equity. The
  amount of net income attributable to the non-controlling interest will be
  included in consolidated net income on the face of the income statement. SFAS
  160 clarifies that changes in a parent's ownership interest in a subsidiary that
  do not result in deconsolidation are equity transactions if the parent retains
  its controlling financial interest. In addition, this statement requires that a
  parent recognize a gain or loss in net income when a subsidiary is
  deconsolidated. Such gain or loss will be measured using the fair

---

value of the non-controlling equity
  investment on the deconsolidation date. SFAS 160 also includes expanded
  disclosure requirements regarding the interests of the parent and its
  non-controlling interest. SFAS 160 is effective for fiscal years, and interim
  periods within those fiscal years, beginning on or after December 15, 2008.
  Earlier adoption is prohibited. The company has not determined the impact on
  these financial statements.

|ADVANCED PROTEOME THERAPEUTICS CORPORATION             
|-------------------------------------------------------
|(Formerly ThrillTime Entertainment International, Inc.)
|(a development stage company)                          
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         
|(Expressed in U.S. Dollars)                            
|July 31, 2007, 2006 and 2005                           
|                                                       

|17. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES(contd)
|--- | ------------------------------------------------------------------------------------------------------

Recent accounting pronouncements(contd)

In December 2007, the Financial
  Accounting Standards Board ("FASB") issued Statement of Financial Accounting
  Standards No. 141(R), Business Combinations ("SFAS 141(R)"). SFAS 141(R)
  introduces significant changes in the accounting for and reporting of business
  combination. SFAS 141(R) continues the movement toward the greater use of fair
  values in financial reporting and increased transparency through expanded
  disclosures. It changes how business acquisitions are accounted for and will
  impact financial statements at the acquisition date and in subsequent periods.
  In addition, SFAS 141(R) will impact the acquisitions that close after the
  effective date of the Standard. SFAS 141(R) is effective beginning in fiscal
  year 2010. The company has not determined the impact on these financial
  statements.

The adoption of these new
  pronouncements is not expected to have a material effect on the Company's
  financial position or results of operations.

Canadian pronouncements

The CICA has recently issued the
  following new accounting standards, effective October 1, 2006;

CICA Handbook Section 1530:
  Comprehensive Income establishes standards for reporting comprehensive income,
  defined as a change in value of net assets that is not due to owner activities,
  by introducing a new requirement to temporarily present certain gains and losses
  outside of net income. The adoption of this new standard by the Company is not
  expected to have a material impact.

CICA Handbook Section 3251: Equity
  established standards for the presentation of equity and changes in equity
  during the reporting period. The adoption of this new standard by the Company is
  not expected to have a material impact.

CICA Handbook Section 3855: Financial
  Instruments  Recognition of Measurement establishes standards for the
  recognition, classification and measurement of financial instruments including
  the presentation of any resulting gains or losses. Assets classified as
  available-for-sale securities will have revaluation gains and losses included in
  other comprehensive income until these assets are no long included on the
  balance sheet.

The CICA has recently issued the
  following new accounting standards, effective January 1, 2007:

CICA Handbook Section 1506: Accounting
  Changes was replaced with a new section based on International Financial
  Reporting IAS 8, Accounting Policies, Changes in Accounting Estimates and
  Errors. The new Section 1506 establishes criteria for changing accounting
  policies, together with the accounting treatment and disclosure of changes in
  accounting policies and estimates, and corrections of errors, replacing former
  CICA Section 1506. The

---

replacement states changes in
  accounting policy are to be applied retroactively, if practicable. Additionally,
  prior period errors should be corrected retrospectively. The final standard also
  ascertains the new disclosures required in respect of changes in accounting
  policies, changes in accounting estimates and correction of errors. The Company
  does not believe the adoption of this standard will have a material effect on
  the presentation of the consolidated results from operations or financial
  position.

The adoption of these new
  pronouncements is not expected to have a material effect on the Company's
  financial position or results of operations.



---

Item 18. Financial Statements

See Item 17.

Item 19. Exhibits.

|Exhibit | Description                               
|------- | ------------------------------------------
|Number  |                                           
|        |                                           
|1.01    | Notice of Articles dated December 12, 2005

---

|1.02  | Articles effective October 30, 2006                                                                                                                                  
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                      
|2.01  | Promissory Note dated January 1, 2006 from Advanced Proteome
      Therapeutics, Inc. to Alexander Krantz                                                            
|      |                                                                                                                                                                      
|4.01  | Stock Option Plan                                                                                                                                                    
|      |                                                                                                                                                                      
|4.02  | Employment Agreement dated October 26, 2006 between Advanced Proteome
      Therapeutics, Inc. and Alexander Krantz                                                  
|      |                                                                                                                                                                      
|4.03  | Loan Agreement dated May 25, 2006 between Thrilltime Entertainment
      International, Inc., lender, and Advanced Proteome Therapeutics, Inc.,
      borrower       
|      |                                                                                                                                                                      
|4.04  | Grid Promissory Note dated May 25, 2006 to Thrilltime Entertainment
      International, Inc., lender, from Advanced Proteome Therapeutics, Inc.,
      borrower     
|      |                                                                                                                                                                      
|4.05  | Sponsorship Agreement dated May 26, 2006 between Bolder Investment
      Partners Ltd. and Thrilltime Entertainment International, Inc.                              
|      |                                                                                                                                                                      
|4.06  | Arrangement Agreement dated as of August 15, 2006 between Thrilltime
      Entertainment International, Inc. and Advanced Proteome Therapeutics
      Corporation (1)
|      |                                                                                                                                                                      
|4.07  | Subscription Agreement dated October 25, 2006 between Advanced
    Proteome Therapeutics, Inc. and Advanced Proteome Therapeutics Corporation                        
|      |                                                                                                                                                                      
|11.01 | Code of Ethics (2)                                                                                                                                                   
|      |                                                                                                                                                                      
|12.1  | Section 302 Certification - Chief Executive Officer                                                                                                                  
|      |                                                                                                                                                                      
|12.2  | Section 302 Certification - Chief Financial Officer                                                                                                                  
|      |                                                                                                                                                                      
|13.1  | Section 906 Certification - Chief Executive Officer                                                                                                                  
|      |                                                                                                                                                                      
|13.2  | Section 906 Certification - Chief Financial Officer                                                                                                                  

(1) Filed as Exhibit F-2 to the Information Circular filed under
cover of Form 6-K for the month of August 2006.

(2) Filed as Exhibit 99.7 under cover of Form 6-K filed on
December 11, 2007.

---

SIGNATURES

The registrant hereby
certifies that it meets all of the requirements for filing on Form 20-F and that
it has duly caused and authorized the undersigned to sign this annual report on
its behalf.

ADVANCED PROTEOME THERAPEUTICS
CORPORATION

By: /s/ Alexander (Allen)
Krantz

Alexander (Allen) Krantz, Chief Financial Officer

Date: February 15, 2008

---

Exhibit 12.1

Certification pursuant to Rule 13a-14(a) of the
Securities Act of 1934

I, Alexander (Allen) Krantz, certify that:

|1. | I have reviewed this annual report on Form 20-F
      of Advanced Proteome Therapeutics Corporation;                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                   
|2. | Based on my knowledge, this report does not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by this report;
|   |                                                                                                                                                                                                                                                                                                                                   
|3. | Based on my knowledge, the financial
      statements, and other financial information included in this report,
      fairly present in all material respects the financial condition, results
      of operations and cash flows of the registrant as of, and for, the periods
      presented in this report;                   
|   |                                                                                                                                                                                                                                                                                                                                   
|4. | The registrants other certifying officer and I
      are responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
      the registrant and we have:                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|   | c)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|   | d)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|5. | The registrants other certifying officer and I
      have disclosed, based on our most recent evaluation of internal control
      over financial reporting, to the registrants auditors and the audit
      committee of the registrants board of directors (or persons performing
      the equivalent functions):           
|   |                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                

|Date: February 15, 2008 | /s/ Alexander Krantz
|----------------------- | --------------------
|                        | Name:               
|                        | Title:              
|                        |                     

---

Exhibit 12.2

Certification pursuant to Rule 13a-14(a) of the
Securities Act of 1934

I, Alexander (Allen) Krantz, certify that:

|1. | I have reviewed this annual report on Form 20-F
      of Advanced Proteome Therapeutics Corporation.;                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                   
|2. | Based on my knowledge, this report does not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by this report;
|   |                                                                                                                                                                                                                                                                                                                                   
|3. | Based on my knowledge, the financial
      statements, and other financial information included in this report,
      fairly present in all material respects the financial condition, results
      of operations and cash flows of the registrant as of, and for, the periods
      presented in this report;                   
|   |                                                                                                                                                                                                                                                                                                                                   
|4. | The registrants other certifying officer and I
      are responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
      the registrant and we have:                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|   | c)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|   | d)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|5. | The registrants other certifying officer and I
      have disclosed, based on our most recent evaluation of internal control
      over financial reporting, to the registrants auditors and the audit
      committee of the registrants board of directors (or persons performing
      the equivalent functions):           
|   |                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                

|Date: February 15, 2008 | /s/ Alexander Krantz
|----------------------- | --------------------
|                        | Name:               
|                        | Title:              
|                        |                     

---

Exhibit 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350, AS ADOPTED PURSUANT TOSECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with
the Annual Report of Advanced Proteome Therapeutics Corporation (the Company)
on Form 20-F for the period ended July 31, 2007 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Alexander (Allen)
Krantz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to
my knowledge:

|(1) | The Report fully complies with the requirements of
      Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                
|(2) | The information contained in the Report fairly presents,
      in all material respects, the financial condition and result of operations
      of the Company.

|Dated: February 15, 2008 | /s/ Alexander (Allen)
      Krantz
|------------------------ | ----------------------------------
|                         | Name:                             
|                         | Title:                            
|                         |                                   

---

Exhibit 13.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350, AS ADOPTED PURSUANT TOSECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with
the Annual Report of Advanced Proteome Therapeutics Corporation (the Company)
on Form 20-F for the period ended July 31, 2007 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Alexander (Allen)
Krantz, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to
my knowledge:

|(1) | The Report fully complies with the requirements of
      Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                
|(2) | The information contained in the Report fairly presents,
      in all material respects, the financial condition and result of operations
      of the Company.

|Dated: February 15, 2008 | /s/ Alexander Krantz
|------------------------ | --------------------
|                         | Name:               
|                         | Title:              
|                         |                     

---