UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: JANUARY 31st, 2006





Commission File Number: 000-25553





AMERSIN LIFE SCIENCES CORPORATION

(Exact name of registrant as specified in its charter)









|Nevada                                         |  | 98-0419476                       
|---------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation) |  | (IRS Employer Identification No.)
|                                               |  |                                  
|410 Park Avenue, 15th Floor, New York, NY      |  | 10022                            
|(Address of principal executive offices)       |  | (ZIP Code)                       





Issuers Telephone Number: 604-881-2899



Securities registered under Section 12(b) of the Exchange Act: None



Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 Par Value



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





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



State issuers revenues for its most recent fiscal year.  $ 0.00



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.): $ 605,306 calculated as 19,911,885 shares at 3 cents per share as at May 31st, 2006.



Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.



(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.    Yes ____     No _X__



(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date.



As of May 31st, 2006, the Company had 32,516,885 shares of common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I,

Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (Securities Act). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).



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











|[amls10ksb06002.gif] | Amersin Life Sciences
Corporation

Form 10-KSB
For the Year Ended January 31st, 2006

T A B L E  O F  C O N T E N T S |                                              
|-------------------- | --------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------
|                     |                                                                                                                      
|                     | Page                                                                                                                 
|Part I               |                                                                                                                      
|                     |                                                                                                                      
|Item 1               | Description of Business                                                                                               | 5                                            
|Item 2               | Description of Property                                                                                               | 6                                            
|Item 3               | Legal Proceedings                                                                                                     | 7                                            
|Item 4               | Submission of Matters to a Vote of Security Holders                                                                   | 7                                            
|                     |                                                                                                                       |                                              
|                     |                                                                                                                      
|Part II              |                                                                                                                      
|                     |                                                                                                                      
|Item 5               | Market for Common Equity and Related Stockholder Matters                                                              | 7                                            
|Item 6               | Managements Discussion and Analysis or Plan of Operation                                                             | 13                                           
|Item 7               | Financial Statements                                                                                                  | 15                                           
|                     |                                                                                                                       | Consolidated Balance Sheet                   
|                     |                                                                                                                       | Consolidated Statement of Income             
|                     |                                                                                                                       | Consolidated Statement of Retained Earnings  
|                     |                                                                                                                       | Consolidated Statement of Cash Flows         
|                     |                                                                                                                       | Consolidated Statement of Stockholders Equity
|Item 8               | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures                                 | 36                                           
|Item 8A              | Controls and Procedures                                                                                               | 36                                           
|Item 8B              | Other Information                                                                                                     | 36                                           
|                     |                                                                                                                       |                                              
|                     |                                                                                                                       |                                              
|Part III             |                                                                                                                      
|                     |                                                                                                                      
|Item 9               | Directors, Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act                 | 38                                           
|Item 10              | Executive Compensation                                                                                                | 41                                           
|Item 11              | Security Ownership of Certain Beneficial Owners and Management and Related Stock-Holders Matters                      | 41                                           
|Item 12              | Certain Relationships and Related Transactions                                                                        | 44                                           
|Item 13              | Exhibits                                                                                                              | 44                                           
|Item 14              | Principal Accountant Fees and Services                                                                                | 45                                           
|                     |                                                                                                                      
|                     |                                                                                                                       |                                              
|Signatures           |                                                                                                                      
|                     |                                                                                                                      
|                     |                                                                                                                      







Cautionary Note Regarding Forward-Looking Statements



This annual report contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this annual report are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events.



The forward-looking statements generally can be identified by the use of terms such as believe, expect, anticipate, intend,  plan, foresee, likely or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements.



Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements.  You should review carefully all information, including the financial statements and the notes to the financial statements included in this annual report. The following important factors could affect future results, causing the results to differ materially from those expressed in the forward-looking statements in this annual report:



| |  | the timing, impact and other uncertainties related to pending and future acquisitions by us;
| | - | --------------------------------------------------------------------------------------------



| |  | the impact of new technologies;
| | - | -------------------------------



| |  | the timing, impact and other uncertainties related to the introduction of new pharmaceuticals by ourselves;
| | - | -----------------------------------------------------------------------------------------------------------



| |  | the timing, impact and other uncertainties related to the introduction of new pharmaceuticals by other manufacturers;
| | - | ---------------------------------------------------------------------------------------------------------------------



| |  | changes in laws or rules or regulations of governmental agencies including but not limited to those that govern acquisitions in the pharmaceutical industry that might impact our ability to grow rapidly through acquisition;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | failure to achieve or maintain certification of our existing or other manufacturing facilities we may acquire in the future;
| | - | ----------------------------------------------------------------------------------------------------------------------------



| |  | our ability to attract funding on commercially viable terms with which to ; and
| | - | -------------------------------------------------------------------------------



| |  | currency exchange rate fluctuations.
| | - | ------------------------------------



These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in the forward-looking statements in this annual report. Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements in this annual report are made only as of the date of this annual report, and we do not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.  Investors are advised to consult any further disclosures by us on the subject in our filings with the Securities and Exchange Commission, especially on our periodic reports on Forms 10-KSB, 10-QSB and current reports on Form 8-K (if any), in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results.  It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risk, and certainties or potentially inaccurate assumptions.  We cannot assure you that projected results will be achieved.



Readers of this annual report are cautioned not to put undue reliance on "forward looking" statements that are, by their nature, uncertain as reliable indicators of future performance.  Amersin Life Sciences Corporation disclaims any intent or obligation to publicly update these "forward looking" statements, whether as a result of new information, future events, or otherwise.



As used in this annual report, the terms "we", "us", "our", "the Company" and "Amersin" shall mean Amersin Life Sciences Corporation. and its subsidiaries unless otherwise indicated.  References to historical sales figures, market share, and other operational data refer to the business unit previously operated by the minority partner to the new joint venture.  Further, unless otherwise indicated, reference to dollars shall mean United States dollars.





PART I





Item 1  Description of Business



Business Development

Amersin Life Sciences Corporation. (the Company) was incorporated in the State of Nevada, U.S.A. on December 18, 1998, under the name Explore Technologies, Inc.  Following unsuccessful exploration work the Companys board of directors determined that further exploration of its property was not commercially viable and on April 25, 2000 decided to abandon its interest in the property.  Subsequent to abandoning the interest, the capital of the company was consolidated on the basis of one new for ten old on September 24th, 2001.



In April 2002, the Company identified a business opportunity and attempted to acquire a business interest as a long distance carrier and provider of Voice over IP services.  Concurrent with this it changed its name from Explore Technologies to Pan Asia Communications Corp.  In September 2002 it entered into an agreement to rescind the acquisition agreement when it became apparent that it would not be possible to complete an audit of what was contemplated.  Subsequent to rescinding the acquisition, the capital of the company was consolidated on the basis of one new for ten old on April 2nd, 2003.



On February 26th, 2003, the Company identified a new business opportunity and on March 18, 2003 entered into an Acquisition Agreement with Red Dot Capital Inc. ("Red Dot") to acquire 100% of Red Dot's 57.14% joint venture interest in Hubei Pharmaceutical Co., Ltd. ("HBJV").  HBJV was incorporated as a private Chinese joint venture corporation in the city of Xiangfan in Hubei province, Peoples Republic of China (China) on January 24, 2003 by Red Dot and Hubei Zenith Airbeck Pharmaceutical Co. Ltd. (Airbeck).  It is licensed to engage in research, development, production, distribution and sale of pharmaceutical products.  Airbeck was a Chinese government funded company located in Xiangfan, involved in research, development, production and sale of bulk pharmaceutical products through its Bulk Division as well as over-the-counter and patented pharmaceutical products in dosage forms including injections, capsules, tablets, syrups and other form through its Dosage Division.



On April 2nd, 2003 our current president and a secretary were appointed to the board and the company accepted the resignations of all members of the previous board of directors.  The company announced a name change to Hubei Pharmaceutical Group Ltd. and, on April 3rd, its shares commenced trading on the OTC Bulletin Board under the new trading symbol, HBEI.



On July 25th, the company completed acquisition of Red Dots interest in the joint venture following completion of a an audit and vend-in to HBJV, by the minority partner Airbeck, of intangible assets comprised primarily of 120 pharmaceutical licenses representing its operating dosage division.  Airbeck continued to operate the dosage division throughout the balance of the fiscal year under a special provision allowing them to deplete inventories and packaging while producing under licenses then owned by HBJV.  Revenues and expenses during this period were for the account of Airbeck.



On March 1st, 2004, operations and operational revenues were transferred into HBJV from the dosage division previously operated by Airbeck.



During the second quarter last year, with an effective date of June 1st, 2004, the company acquired a 60% controlling interest in Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd. (Hubei Benda) for cash, some off which is due on a schedule in the current fiscal year, and for restricted stock issued at a



price of $0.68.  1,600,000 shares were issued upon completion of the independent audit.  An additional 1,400,000 shares were to be issued upon licensing of one of several new Biotech pharmaceuticals owned by the joint venture to be used in treating diabetes and certain forms of cancer.  Additional details regarding the acquisition are available in the Consolidated Balance Sheet and notes to the financial statements filed with the Securities and Exchange Commission on Form 8K September 7th, 2004 and on the companys quarterly report files with the Securities and Exchange Commission on Form 10-QSB  September 22nd, 2004.



Subsequent to but with an effective date at the end of the quarter ended July 31st, 2004 the company disposed of its 57.14% interest in Hubei Pharmaceutical Co. Ltd.  This transaction resulted in recovery of cash in the form of an account receivable from the purchase and recapture of previously recorded operating expenses in the form of credit notes against accounts payable.  In total the accounts receivable and credit notes exceed the companys investment; however, as a result of other non-cash items, a terminal loss on disposal of $423,777 was recorded with respect to the transaction. Additional details regarding the disposal are available in the Consolidated Balance Sheet included with the companys quarterly report filed with the Securities and Exchange Commission on Form 10-QSB  September 22nd, 2004 and on Form 8K filed with the Securities and Exchange Commission September 14th, 2004.



On January 14th, 2005 the company announced that it had changed its name from Hubei Pharmaceutical Group Ltd. to Amersin Life Sciences Corporation as well as a change in its trading symbol from HBEI to AMLS.



Subsequent to but with an effective date at the end of the quarter ended April 30th, 2005 the company disposed of its 60% interest in Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd.  This transaction resulted in recovery of cash in the form of an account receivable of $220,000 from the purchaser, return to treasury of 1,600,000 shares, elimination of the requirement to issue an additional 1.4 million shares, elimination of approximately 1.2 million dollars of debt to the party from whom the interest was originally purchased and removal of all responsibility or liability with respect to the joint venture.  Additional details regarding the disposal are available in the Consolidated Balance Sheet included with the companys quarterly report filed with the Securities and Exchange Commission on Form 10-QSB  October 20th, 2005.





Business Of Issuer

Introduction

Amersin Life Sciences Corporation currently has no operating business or interest in any subsidiary operations.





Item 2  Description of Property



Amersin Life Sciences Corporation has nothing to report.





Item 3  Legal Proceedings



There is an amount of $82,056 deposited with the Court in China and reported as restricted as to use.  Amersin prevailed in this action in which the other party was found guilty of criminal action and imprisoned.  Since release the other party has filed an objection as to the release of funds.  The company has responded by filing an objection to the filing by the other party and at present the other party may now be facing additional criminal charges; however, the funds remain held by the court and the company has written off the amount in 2006 as it may not be recoverable or the costs to recover may exceed the amounts on deposit.



In the fiscal year ended January 31st, 2006, an attorney claiming to have worked for the Company at the direction of a prior board several years ago sued and was awarded judgment for fees and interest, currently amounting to $39,864.  The company was unaware of the lawsuit pending and did not appear to file a defense.  Management anticipate that this will be settled in the second quarter.





Item 4  Submission of Matters to a Vote of Security Holders



Amersin Life Sciences Corporation has nothing to report.





PART II



Item 5  Market for Common Equity and Related Stockholder Matters



Market

The Company was first quoted on the Over The Counter (OTC) Bulletin Board on October 19th 1999.  Our common stock began quotation on the OTC Bulletin Board under the trading symbol "HBEI" on April 3rd, 2003 and than as AMLS on January 14th, 2005 following our name change from Hubei Pharmaceutical Group to Amersin Life Sciences Corporation.  Our common stock is also listed on the Frankfurt Stock Exchange under the trading symbol HUQ.



Share Price History

The OTC Bulletin Board represents our primary market.  The following quotations reflect the high and low bids for our common stock on a quarterly basis for the past two fiscal years as quoted with OTC Bulletin Board.  Data prior to April 3rd 2003 when the company consolidated its capital on a 10 old for 1 new share basis have been adjusted to reflect the consolidation.  These quotations are based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.



|Quarter Ended |  | High Bid |  | Low Bid
|------------- |  | -------- |  | -------
|April, 2005   |  | $0.93    |  | $0.52  
|July, 2005    |  | $0.72    |  | $0.29  
|October, 2005 |  | $0.59    |  | $0.35  
|January, 2005 |  | $0.60    |  | $0.35  
|April, 2005   |  | $0.75    |  | $0.32  
|July, 2005    |  | $0.36    |  | $0.07  
|October, 2005 |  | $0.18    |  | $0.08  
|January, 2006 |  | $0.12    |  | $0.015 









Holders

As of January 31st,2006 there were approximately 123 registered holders of our common stock.  This information was taken from reports provided to us by our transfer agent.  As many of the shares of common stock are held in street name, there may be additional beneficial holders of our common stock.



Dividends

To date, we have not paid dividends on our common stock. The payment of dividends on our common stock, if any, is at the discretion of the board and will depend upon our earnings, our capital requirements and financial condition, and other relevant factors. We do not intend to declare dividends in the foreseeable future.



Equity Compensation Plan

The following table summarizes equity previously authorized for issuance under equity compensation plans.  Additional information is available on Form S-8 filed with the Securities and Exchange Commission on December 9th, 2003 which set aside for distribution 4,250,000 shares, 1,250,000 of which were reserved for issuance upon conversion of stock options for management services and 3,000,000 of which were set aside  for distribution pursuant the Companys 2003 Stock Option Plan.



|Equity Compensation Plan Information                      
|----------------------------------------------------------
|Plan category                                             
|Equity compensation plans approved by security holders    
|Equity compensation plans not approved by security holders
|Total                                                     





Recent Sales of Unregistered Securities

On May 14th, 2002 and June 14th, 2002 the company issued a total of 26,598,500 shares with respect to the acquisition of Access Networks Ltd. The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.  The acquisition was subsequently rescinded and all but 3,325,620 shares were returned to treasury. The company consolidated its common stock on a 10 old for one new basis following this issue reducing the number or issued shares with respect to this transaction to 332,562.



On December 10th, 2002 the company issued 4,000,000 shares in settlement of debt.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.   The debt settlement was subsequently renegotiated and settled with cash at a discount. The shares were returned to treasury.





On March 14th, 2003 the Company issued 1,500,000 shares of common stock at a price of $0.01 per share to a creditor in settlement of a debt of $15,000.00.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.  The company consolidated its common stock on a 10 old for one new basis following this issue reducing the number or issued shares with respect to this transaction to 150,000.

On March 17th, 2003 a prior board authorized and the Company issued 1,000,000 shares of common stock, at a price of $0.01 per share to its president as a signing bonus pursuant to a resolution dated December 4th, 2002. The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144. This President then resigned. The company consolidated its common stock on a 10 old for one new basis following this issue reducing the number or issued shares with respect to this transaction to 100,000.



On April 3rd, 2003, the Company issued 3,000,000 shares of common stock pursuant to an agreement entered into with Red Dot Capital, Inc. to acquire a 57.14% interest in a joint venture located in China. This issue was recorded at par value. The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.



On July 6th, 2003 the Company issued 80,000 shares of common stock for the private placement subscription tendered by an accredited investor and closed May 30th, 2003.  The investor subscribed for 80,000 units consisting of one share at $0.15 and 2.5 purchase warrants to purchase an additional share, on or before November 30th, 2003, at a price of $0.20.  Gross proceeds were $12,000.   An additional 12,000 units consisting of 1 share and 2.5 purchase warrants were recorded as a finders' fee with respect to this private placement.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.



On July 6th, 2003 the Company issued 2,366,324 shares of common stock at a price of $0.15 per share, for the private placement subscription tendered by a group of accredited investors closed May 30th, 2003.  Gross proceeds were $354,949.  The company recorded payment of $16,895 and issued 43,500 shares of common stock as finders' fees with respect to this private placement.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.



On July 25, 2003, the Company issued 19,000,000 common shares of common stock from the treasury pursuant to an agreement entered into with Red Dot Capital, Inc. to acquire a 57.1% interest in a joint venture located in China.  This issue has been recorded at par value.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.



On August 15th, 2003, the Company issued 1,500,000 common shares of common stock as finders' fees relating to the acquisition of Red Dot's interest in HBJV.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.  The finders' fee was re-negotiated and reduced from the 2,000,000 common shares originally approved by the shareholders.  This issue was recorded at par value.  The board of directors has since accepted a recommendation from its President and approved a resolution to return an additional 1,000,000 finders fee shares to treasury.  These were returned to the transfer agent for cancellation subsequent to the current year ended January 31st, 2005.  Accordingly, the reduction in issued capital in not reflected in this report.





On July 25, 2003, the Company accepted private placement subscription offers from a group of accredited investors to subscribe for 728,999 units at a price of $0.30 each.  Each unit consisted of one share of common stock and one purchase warrant to purchase an additional share of common stock.  These warrants may be exercised at a price of $1.50 n or before July 31, 2005.  The Company issued 693,333 common shares on August 21, 2003, and 35,666 common shares on December 11, 2003.  Gross proceeds were $218,700.  The company recorded payment of $19,500 as finders' fees with respect to this private placement.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.



On December 1, 2003, the Company accepted private placement subscription offers from a group of accredited investors to subscribe for 301,300 units at a price of $0.45 each. Each unit consisted of one share of common stock and one purchase warrant to purchase an additional share of common stock.  These warrants may be exercised at a price of $1.50 on or before November 14, 2005.  Gross proceeds were $135,585.  The company recorded payment of $9,000 as finders' fees with respect to this private placement.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.



On December 1, 2003, a total of 104,400 warrants were exercised with respect to private placement shares issued July 6th, 2003.  The company received payment of $20,880.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.



On February 20th, 2004, 27,500 shares were issued at a price of $0.53 per share and 40,000 shares were issued at a price of $0.55 per share with respect to private placements to a group of accredited investors.  Each of these shares carries a warrant to purchase an additional share.  The warrants may be exercised at a price of $1.50 on or before February 13, 2006.  Gross proceeds from the sale of shares with respect to this issue were $36,575.00.  The company paid a finders fee of $2,200.00.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.



On April 19th, 2004, 65,308 shares were issued at a price of $0.53 per share, 110,000 shares were issued at a price of $0.55 per share and 7,120 shares were issued as finders fees with respect to private placements to a group of accredited investors.  32,428 of these shares carry a warrant to purchase an additional share at a price $1.50 on or before February 13, 2006.  150,000 of these shares carry a warrant to purchase an additional share at a price of $1.50 on or before March 13th, 2006.  Gross proceeds from the sale of shares with respect to this issue were $95,113.00.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.



On April 21st, 2004, 436,200 shares were issued at a price of $0.625 per share with respect to private placements to a group of accredited investors.  Each of these shares carries a warrant to purchase an additional share at a price of $1.50 on or before April 2nd, 2006.  Gross proceeds from the sale of shares with respect to this issue were $272,625.00.  The company paid a finders fee of $25,200.00.  The shares were issued in reliance on exemption from registration under Regulation S of the Securities Act of 1933, as amended and carried an appropriate restrictive legend requiring compliance with Rule 144.





On September 29th, 2004 the company accepted private placement subscription offers from two accredited investors resident in the United States to subscribe for 155,000 shares of common stock at a price of 40 cents. Each share carries one purchase warrant entitling the investor to purchase an additional share of common stock.  The warrant may be exercised at a price of $0.90 on or before September 15th, 2005 or at a price of $1.50 if exercised after September 15th, 2005 and on or before September 15th, 2006. These shares were issued in reliance upon exemption from registration under Regulation D of the Securities Act of 1933, as amended. All shares issued with respect to this private placement are subject to restrictions on transfer and carry an appropriate restrictive legend requiring compliance with Rule 144.  On September 29th, 2004 the company accepted private placement subscription offers from a group of foreign investors to subscribe for 51,250 shares of common stock at a price of 40 cents. Each share carries one purchase warrant entitling the investor to purchase an additional share of common stock.  The warrant may be exercised at a price of $0.90 on or before September 30th, 2005 or at a price of $1.50 if exercised after September 30th, 2005 and on or before September 30th, 2006. These shares were issued in an off-share transaction in reliance upon exemption from registration under Regulation S of the Securities Act of 1933, as amended. All shares issued with respect to this private placement are subject to restrictions on transfer and carry an appropriate restrictive legend requiring compliance with Rule 144.  The gross proceeds of sale from the two transactions were $82,500.  Net proceeds of sale were $80,300.



On November 30, 2004 the company accepted a private placement subscription from an accredited investor resident in the United States to subscribe for 200,000 shares of common stock at a price of 40 cents. Each share carries one purchase warrant entitling the investor to purchase an additional share of common stock.  The warrant may be exercised at a price of $0.90 on or before November 16th, 2005 or at a price of $1.50 if exercised after November 16th, 2005 and on or before November 16th, 2006. These shares were issued in reliance upon exemption from registration under Regulation D of the Securities Act of 1933, as amended. All shares issued with respect to this private placement are subject to restrictions on transfer and carry an appropriate restrictive legend requiring compliance with Rule 144.  On November 30th, 2004, 2004 the company accepted private placement subscription offers from an accredited foreign investor to subscribe for 25,000 shares of common stock at a price of 40 cents. Each share carries one purchase warrant entitling the investor to purchase an additional share of common stock.  The warrant may be exercised at a price of $0.90 on or before November 16th, 2005 or at a price of $1.50 if exercised after November 16th, 2005 and on or before November 16th, 2006. These shares were issued in an off-share transaction in reliance upon exemption from registration under Regulation S of the Securities Act of 1933, as amended. All shares issued with respect to this private placement are subject to restrictions on transfer and carry an appropriate restrictive legend requiring compliance with Rule 144.  The gross proceeds of sale from the two transactions were $88,000.  Net proceeds of sale were also $88,000.



On December 9th, 2004 the company issued 1,600,000 shares of common stock at a price of $0.68 pursuant to an acquisition agreement under which the shares were to be issued to upon completion of an independent audit following acquisition of the companys interest in Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd.  These shares were issued in an off-share transaction in reliance upon exemption from registration under Regulation S of the Securities Act of 1933, as amended. All shares issued with respect to this acquisition are subject to restrictions on transfer and carry an appropriate restrictive legend requiring compliance with Rule 144.   The proceeds of sale were $1,088,000 in the form of reduced liability to the vendor of our interest in accordance with the terms of the acquisition agreement.



On February 25th, 2005 the company accepted two private placement subscription offers from an accredited investor resident in the United States to subscribe for a total of 400,000 shares of common stock at a price of 40 cents. Each share carries one purchase warrant entitling the investor to purchase an additional share of common stock.  The warrant may be exercised at a price of $0.60 on



or before April 29th, 2005 or at a price of $0.90 if exercised after April 29th, 2005 and on or before twelve months following the subscription date or at a price of $1.50 for up to 24 months following the subscription date.  These shares were issued in reliance upon exemption from registration under Regulation D of the Securities Act of 1933, as amended. All shares issued with respect to this private placement are subject to restrictions on transfer and carry an appropriate restrictive legend requiring compliance with Rule 144.  The gross proceed of sale from the transactions was $160,000.  Net proceeds of sale were also $160,000.



On February 25th, 2005 the company accepted private placement subscription offers from accredited foreign investors to subscribe for 30,000 shares of common stock at a price of 40 cents. Each share carries one purchase warrant entitling the investor to purchase an additional share of common stock.  The warrant may be exercised at a price of $0.60 on or before April 29th, 2005 or at a price of $0.90 if exercised after April 29th, 2005 and on or before twelve months following the subscription date or at a price of $1.50 for up to 24 months following the subscription date.  These shares were issued in an off-share transaction in reliance upon exemption from registration under Regulation S of the Securities Act of 1933, as amended. All shares issued with respect to this private placement are subject to restrictions on transfer and carry an appropriate restrictive legend requiring compliance with Rule 144.  The gross proceed of sale from the transactions was $12,000.  Net proceeds of sale were also $12,000.



On March 16th, 2005 the company accepted a private placement subscription offer from an accredited foreign investor to subscribe for 5,000 shares of common stock at a price of 40 cents. Each share carries one purchase warrant entitling the investor to purchase an additional share of common stock.  The warrant may be exercised at a price of $0.60 on or before April 29th, 2005 or at a price of $0.90 if exercised after April 29th, 2005 and on or before January 31st, 2006 or at a price of $1.50 if exercised after January 31st, 2006 and on or before January 31st, 2007.These shares were issued in an off-share transaction in reliance upon exemption from registration under Regulation S of the Securities Act of 1933, as amended. All shares issued with respect to this private placement are subject to restrictions on transfer and carry an appropriate restrictive legend requiring compliance with Rule 144.  The gross proceed of sale from the transactions was $2,000.  Net proceeds of sale were also $2,000.



On March 19th, 2005 the company accepted a private placement subscription offer from an accredited investor resident in the United States to subscribe for a total of 25,000 shares of common stock at a price of 40 cents. Each share carries one purchase warrant entitling the investor to purchase an additional share of common stock.  The warrant may be exercised at a price of $0.60 on or before April 29th, 2005 or at a price of $0.90 if exercised after April 29th, 2005 and on or before twelve months following the subscription date or at a price of $1.50 for up to 24 months following the subscription date.  These shares were issued in reliance upon exemption from registration under Regulation D of the Securities Act of 1933, as amended. All shares issued with respect to this private placement are subject to restrictions on transfer and carry an appropriate restrictive legend requiring compliance with Rule 144.  The gross proceed of sale from the transactions was $10,000.  Net proceeds of sale were also $10,000.



On March 19th, 2005 the company accepted a private placement subscription offer from an accredited foreign investor to subscribe for 20,000 shares of common stock at a price of 40 cents. Each share carries one purchase warrant entitling the investor to purchase an additional share of common stock.  The warrant may be exercised at a price of $0.60 on or before April 29th, 2005 or at a price of $0.90 if exercised after April 29th, 2005 and on or before January 31st, 2006 or at a price of $1.50 if exercised after January 31st, 2006 and on or before January 31st, 2007.These shares were issued in an off-share transaction in reliance upon exemption from registration under Regulation S of the Securities Act of 1933, as amended. All shares issued with respect to this



private placement are subject to restrictions on transfer and carry an appropriate restrictive legend requiring compliance with Rule 144.  The gross proceed of sale from the transactions was $2,000.  Net proceeds of sale were also $2,000.



On September 19th, 2005 the company accepted private placement subscription offers from accredited foreign investors to subscribe for 775,000 shares of common stock at a price of 16 cents. Each share carries one purchase warrant entitling the investor to purchase an additional share of common stock at a price of $0.25 if exercised on or before October 31st, 2005 or at a price of $0.50 if exercised after October 31st, 2005 and on or before October 31st, 2006.  These shares were issued in an off-share transaction in reliance upon exemption from registration under Regulation S of the Securities Act of 1933, as amended. All shares issued with respect to this private placement are subject to restrictions on transfer and carry an appropriate restrictive legend requiring compliance with Rule 144.  The gross proceeds of sale from the transactions were $124,000.  Net proceeds of sale were $109,512.



A summary of outstanding warrants to purchase common stock as at January 31, 2006 is presented in the following table:



|Warrant Exercise Terms                                                        |  | Shares Available
|----------------------------------------------------------------------------- |  | ----------------
|At  $1.50 before September 15th, 2006                                         |  | 155,000         
|At $1.50 before September 30th, 2006                                          |  | 51,250          
|At $1.50 before November 16th, 2006                                           |  | 220,000         
|At $0.90 on or before February 1st, 2006 or at $1.50 before February 1st 2007 |  | 50,000          
|At $1.50 before February 13th, 2006                                           |  | 99,928          
|At $0.90 before March 1st, 2006 or at $1.50 before March 1st, 2007            |  | 400,000         
|At $1.50 before March 13th, 2006                                              |  | 150,000         
|At $0.90 before March 15th, 2006 or at $1.50 before March 15th, 2007          |  | 25,000          
|At $1.50 before April 2nd, 2006                                               |  | 436,200         
|At $0.50 on or before October 31st, 2006                                      |  | 775,000         
|Total warrants outstanding as at January 31st, 2006                           |  | 2,362,378       
|                                                                              |  |                 









Item 6  Managements Discussion and Analysis or Plan of Operation



This Management Discussion and Analysis focuses on key information drawn from the consolidated financial statements of Amersin Life Sciences Corporation for the year ended January 31st, 2005 and pertains to known risks and uncertainties relating to its businesses. It also includes qualitative information prepared by the management of our operating subsidiary to the extent that it is believed to be useful in developing an understanding the results of operations, the risk inherent in operations, the degree to which we will require supplementary funding to obtain our objectives and other matters we believe may be of interest to our shareholders or useful to them in assessing the risks associated with investing in our common stock.  It should not be considered all-inclusive as it excludes changes that may occur in general economic, political, and environmental conditions as well as other matters that may, subsequent to the date of this report, become relevant or that did not appear to be relevant at the time of this report.  The discussion regarding the financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements of Amersin Life Sciences Corporation set forth in Item 7 of this



report.  The readers attention is also drawn to the cautionary note regarding forward looking statementsappearing as page 4 of this report.



Amersin Life Sciences Corporations currently has no line of business and owns no operating subsidiaries.  Management is working to collect outstanding receivables and investigating new business opportunities.  As disclosed on Form 8-K filed with the Securities and Exchange Commission on December 14th, 2005 and on Form 8-K/A filed with the Securities and Exchange Commission on December 27th, 2005, errors have been detected in the preparation of a previously filed  consolidated cash flow statement that include the following:

·

Capital stock issued for cash for the year ended January 31st, 2005 should be recorded as a cash inflow of $566,813 not a cash outflow of $667,387.

·

There were no cash flows for intangible assets for the year ended January 31st, 2005.  The cash outflow of $923,294 was recorded incorrectly.

·

The acquisition of an interest in a joint venture of $1,470,878 was recorded incorrectly. The nature of the transaction remains unchanged; however, it is characterized incorrectly in the cash flow statement.



It is anticipated that the company will file amendments to reflect these changes with respect to its annual report on form 10-KSB for the year ended January 31st, 2005 filed with the Securities and Exchange Commission June 2nd, 2005; to its quarterly report on form 10-QSB for the period ended April 30th, 2005 filed with the Securities and Exchange Commission June 21st, 2005; to its quarterly report on form 10-QSB for the period ended July 31st, 2005 filed with the Securities and Exchange Commission October 20th, 2005 and possible to its quarterly report for the period ended October 31st, 2004 filed with the Securities and Exchange Commission December 13th, 2004.



It should also be noted that we continue to require funding to maintain the company.  Our expenditures in North America are modest, consisting primarily of management fees, professional fees, compliance costs and communications costs.  We have historically funded these through the sale of stock and plan to continue to do so as required.    We do not have sufficient funds to operate throughout the current fiscal year without raising capital through the sale of our stock.



The company has no off balance sheet arrangements to report.















Item 7  Financial Statements







|AMERSIN LIFE SCIENCES CORPORATION
Balance Sheets
(Expressed in US Dollars)
|--------------------------------------------------------------------------





|[amls10ksb06004.gif]

See Accompanying Notes and Independent Auditors' Report
|-----------------------------------------------------------------------------











|AMERSIN LIFE SCIENCES CORPORATION
Statements of Income
(Expressed in US Dollars)
|--------------------------------------------------------------------------------
|[amls10ksb06006.gif]
See Accompanying Notes and Independent Auditors' Report    











|AMERSIN LIFE SCIENCES CORPORATION
Statement of Cash Flows
Expressed in US Dollars)
|----------------------------------------------------------------------------------
|                                                                                  









[amls10ksb06008.gif]





[amls10ksb06010.gif]





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Note 1.  ORGANIZATION AND NATURE OF BUSINESS



(a)

Amersin Life Science Corporation (the Company) was incorporated in the State of Nevada, U.S.A. on December 18, 1998, under the name of Explore Technologies, Inc. The capital of the company was consolidated on the basis of one new for ten old on September 24th, 2001. In April 2002 the name of the company was changed from Explore Technologies Inc. to Pan Asia Communications Corp.   Effective April 2, 2003, the Company underwent a name change from Pan Asia Communications Corp. to Hubei Pharmaceutical Group, Ltd. and consolidated its capital on a 10 old for 1 new basis. It changed its name to Amersin Life Sciences Corporation on January 6, 2005.



In the exploration stage, the Company engaged in the acquisition, exploration and development of mineral properties.  These endeavors did not lead to revenues or an operational business unit.  The Company entered into the pharmaceutical business through joint venture, effective the fiscal year ended January 31, 2004 subsequently selling its interest following acquisition of a controlling interest in a second joint venture which was also sold during the fiscal year ended January 31st, 2006.  The company currently has no operating business and no interest in any joint venture or subsidiary; accordingly, accumulated figures for the statements of income, retained earnings (deficit) and cash flows are no longer disclosed.



By agreement dated May 26, 2004 the Company agreed to acquire the majority partners, 60% controlling interest in Hubei Tongji Benda Ebei Pharmaceutical Co., Ltd.  On October 16, 2005, the Company entered into an agreement with Hubei Benda Science and Technology Development Ltd., to sell its interest back to the former majority partner from whom it was purchased.  Under the terms of the agreement:



a.

The Company divested its 60% interest in Hubei Tongji Benda Ebei Pharmaceutical Co., Ltd. (Benda).  Hubei Benda Science and Technology Development Ltd. will pay $220,000 to the Company.

b.

The Company will have no liabilities or rights owing to Benda after the termination.

c.

Shares issued to date with respect to the acquisition (1,600,000) were returned to treasury and are recorded as cancelled in these financial statements at January 31, 2006.

d.

An additional 1.4 million shares that were to have been issued with respect to drug licenses will not be issued.

e.

Approximately 1.2 million dollars to have been paid to Hubei Benda Science and Technology for the interest acquired will no longer be paid.



(b)

Going Concern



These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which assume that the Company will realize its assets and discharge its liabilities in the normal course of business.  The Company has incurred losses of $3,781,173 to January 31, 2006.  The Company has working capital of $132,880 at January 31, 2006.  These factors create substantial doubt as to the ability of the Company to continue as a going concern.  Realization values may be substantially different from the carrying values as shown in these financial statements should the Company be unable to continue as a going concern.  Management is in the process of identifying sources for additional financing to pay its commitments, fund working capital, and the ongoing development of the Companys business.





Note 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



(a)

Basis of Presentation



These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (USGAAP).  The Company does not have any subsidiary operations at January 31, 2006.



(b)

Use of Estimates



The preparation of financial statements in conformity with USGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.



(c)

Cash



Cash represents funds on deposit with the Companys bankers.



(d)

Compensated Absences



Employees of the corporation are entitled to paid vacations, sick days and other time off depending on job classification, length of service and other factors in the accompanying consolidated financial statements and these costs are accrued and included in accounts payable and accrued liabilities.



(e)

Income Taxes



Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements.  Deferred tax assets and liabilities are included in the financial statement at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB Statement No. 109, Accounting for Income Taxes.  Deferred tax assets are reduced by a valuation reserve to nil due to uncertainty of applying tax losses brought forward.  As changes in tax laws or rate are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.





(f)

Stock Based Compensation



On January 31, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (FAS 123(R)), which is a revision of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (FAS 123).  FAS 123(R) supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and amends Statement of Financial Accounting Standards No. 95, Statement of Cash Flows.





We adopted FAS 123(R), using the modified retrospective method.  The modified retrospective method requires that compensation cost be recognized beginning with the effective date (a) based on the requirements of FAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of FAS 123 for all awards granted to employees prior to the effective date of FAS 123® that remain unvested on the effective date.  The modified retrospective method also allows companies to restate based on the amounts previously recognized under FAS 123 for purposes of pro forma disclosures for all prior years for which FAS 123 was effective.  See Note 5(b) for a detailed discussion of our stock-based compensation and our adoption of FAS 123(R).



We have previously adopted the fair-value-based method of accounting for share-based payments allowed under FAS 123, using the retroactive restatement method of adoption described in the SFAS 148, Accounting for Stock-Based Compensation  Transition and Disclosure.



(g)

Net Profit (Loss) Per Share



Basic earnings per share are computed on the basis of the weighted average number of common shares outstanding during each year.



Diluted earnings per share are computed on the basis of the weighted average number of common shares and dilutive securities outstanding.  Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation.



(h)

Concentration of Credit Risk



Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash which is not collateralized.  The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions.





(i)

Foreign Currency Translation



The reporting currency of the Company is the United States Dollar. The accounts of other currencies are translated into US Dollars on the following basis:



Monetary assets and liabilities are translated at the current rate of exchange.

The weighted average exchange rate for the period is used to translate revenue, expenses, and gains or losses from the functional currency to the reporting currency.

Cumulative currency translation adjustments are reported as a separate component of stockholders equity and not recognized in net income.  Gains or losses on re-measurement from the recording currency are recognized in current net income.

Gains or losses from foreign currency transactions are recognized in current net income.

Property, plant and equipment are measured at historical exchange rates that existed at the time of the transaction.

Depreciation is measured at historical exchange rates that existed at the time the underlying related asset was acquired.





(j)

Revenue Recognition



Sales are recognized when the revenue is realized or realizable, and has been earned, in accordance with the U.S. Securities and Exchange Commissions Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements.  The Companys sales are related to sales of product.  Revenue for product sales is recognized as risk and title to the product transfers to the customer, which usually occurs at the time shipment is made.  Substantially all of the Companys products are sold FOB (free on board) shipping point.  Title to the product passes when the product is delivered to the freight carrier.



(k)

Financial Instruments



The Companys financial instruments consist of cash, proceeds receivable from disposal of investment, and current liabilities.



It is managements opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments, as the fair value of these financial instruments approximate their carrying values.





(l)

Property, Plant and Equipment



Property, plant and equipment are stated at cost less accumulated depreciation.  Depreciation is recorded at the following rates, based upon the useful life of the assets:

|                        |   |                                            
|----------------------- | - | -------------------------------------------
|Buildings               | - | 6% per year on a straight-line basis       
|Manufacturing equipment | - | 20% per year on a straight-line basis      
|Computer equipment      | - | 30% per year on the declining balance basis



(m)

Contract Termination



The Company adopted SFAS No.146, Accounting for Costs Associated with Exit or Disposal Activities.  The standard provides accounting guidance for costs associated with exit or disposal activities.  This standard revised guidance on when a liability for a cost associated with an exit or disposal activity is incurred.





Note 3.

PROPERTY, PLANT AND EQUIPMENT





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[amls10ksb06016.gif]









Note 4.  RELATED PARTY TRANSACTIONS





The Company acquired computers and printers for $8,888 (CAD$9,180.18) from a company related to a Director during the year ended January 31, 2004.



Managements fees of $150,306  were paid to Directors of the Company for the year ended January 31, 2006. (Year ended January 31, 2005 - $118,117)



The balance of current loans, disclosed as current liabilities at January 31, 2006, from related parties of $10,544, was borrowed from the directors of the Company.  The loans are unsecured, non interest bearing, with no specific terms of repayment.



A former Director and Corporate Secretary appointed on April 2, 2003, received an option to purchase 500,000 shares at a price of $0.22 in August 2003 and exercised 25,000 shares from that option in December 2003.  This option matures on August 20, 2008.  A management services agreement pays $75,000 ($90,000Cdn) to a company in which this former Director and Corporate Secretary owns an interest.  The agreement is for a one year term and is renewable annually unless terminated by either party.





Note 5.  SHARE CAPITAL



(a)

Net Loss Per Share



Basic and diluted weighted average number of shares outstanding for the years ended January 31, and net profit (loss) per share are as follows:



[amls10ksb06018.gif]





(b)

Stock-Based Compensation



On December 9, 2003 the Company filed the Equity Compensation Plan in Form S-8 which set aside for distribution 4,250,000 shares, 1,250,000 of which were reserved for issuance upon conversion of stock options for management services and 3,000,000 of which were set aside for distribution pursuant the Companys stock option plan.



Stock options outstanding as at January 31, 2006 are as follows:

|                              | Date Granted | Number of
Shares | Exercise
Price | Maturity Date
|----------------------------- | ------------ | ---------------- | -------------- | -------------
|Reid Li, President            | 8/21/2003    | 750,000          | $0.22          | 8/20/08      
|Eric Fletcher, Secretary      | 8/21/03      | 475,000          | $0.22          | 8/20/08      
|Howard Milne/HDM Capital Inc. | 10/23/03     | 500,000          | $0.50          | 8/20/08      
|Rolf-Dieter Monning           | 1/10/05      | 10,000           | $0.50          | 1/10/07      
|Egon Andre                    | 1/10/05      | 20,000           | $0.50          | 1/10/07      
|Susan Fletcher                | 1/10/05      | 20,000           | $0.50          | 1/10/07      
|Total                         |              |                  |                |              



Stock-based compensation of $322,146 is expensed for the fiscal year ended January 31, 2005, and is recorded as additional paid in capital of $322,146



The fair value of these options was determined using the Black-Scholes option pricing model, recognizing forfeitures as they occur, using the following assumptions:



[amls10ksb06020.gif]



The Black-Scholes option valuation model was developed for use in estimating the fair

value of traded options that are fully transferable and have no vesting restrictions.  The Companys stock options are not transferable and cannot be traded.  The Black-Scholes model also requires an estimate of expected volatility.  The Company uses historical volatility rates of the Company to arrive at an estimate of expected volatility.  Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore do not necessarily provide a reliable measure of the fair value of the Companys stock options.



(c)

Warrants



Warrants to purchase 1,888,678 shares of common stock are outstanding at January 31, 2006, as follows:



|Exercise    |                                                    |          
|----------- | -------------------------------------------------- | ---------
|Price       |                                                    | Number of
|Per share   | Expiry Date                                        | Shares   
|            |                                                    |          
|$1.50       | February 13th, 2006                                | 99,928   
|$1.50       | March 13th, 2006                                   | 150,000  
|$1.50       | April 2nd, 2006                                    | 436,200  
|$0.90
$1.50 | to February 1, 2006
thereafter to February 1, 2007 | 50,000   
|$0.90
$1.50 | to March 1, 2006
thereafter to March 1, 2007       | 400,000  
|$0.90
$1.50 | to March 15, 2006
thereafter to March 15, 2007     | 25,000   
|$1.50       | thereafter to September 15, 2006                   | 155,000  
|            |                                                    |          
|$1.50       | thereafter to September 30, 2006                   | 51,250   
|$0.50       | October 31, 2006                                   | 775,000  
|$1.50       | thereafter to November 16, 2006                    | 220,000  
|Total       |                                                    | 2,362,378









Note 6.

INCOME TAX



The Company has losses forward of $3,781,173 for income tax purposes to January 31, 2006.  There are no current or future tax expenses for the years ended January 31, 2006 and 2005, due to the Company's loss position. The Company has fully reserved for any benefits of these losses. The future tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the future tax assets is dependent on many factors, including the Company's ability to generate taxable income within the net operating loss carry forward period.   Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes. The income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities on the accompanying consolidated balance sheets is a result of the following:



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A reconciliation between the statutory federal income tax rate and the effective income rate of income tax expense for the years ended January 31, 2006 and 2005 is as follows:



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The benefit of a potential reduction in future income taxes has not been recorded as an asset at January 31, 2006 and 2005 as it is reduced to nil by a valuation allowance, due to uncertainty of the application of losses.





Note 7.

DISCONTINUED OPERATIONS



(a)

Hubei Pharmaceutical Co., Ltd. Joint Venture



Effective July 31, 2004, the Company entered into an Agreement to sell its 57.14% controlling interest in the Hubei Pharmaceutical Co., Ltd. Joint Venture.  The Company classified this business in discontinued operations and impairment of assets on discontinuation of operations was recorded effective commencement of the year ended January 31, 2005.  Details of costs and assets and liabilities eliminated are as follows:



[amls10ksb06026.gif]



(b)

Hubei Tongji Benda Ebei Pharmaceutical Co., Ltd.



During the fiscal year ended  January 31, 2006, the Company sold its interest in the pharmaceutical business in Hubei Tongji Benda Ebei Pharmaceutical Co., Ltd.  In accordance with Statement of Financial Accounting Standards No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, the Company has reclassified the results from its pharmaceutical business in Benda as discontinued operations, restating previously reported results to reflect the reclassification on a comparable basis.  The operational results and the loss associated with the sale of this business are presented in the Income From Discontinued Operations, net of tax line item in the statements of income.



Summarized financial information for Benda is as follows:



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(b)

Hubei Tongji Benda Ebei Pharmaceutical Co., Ltd. (contd)



Impairment of assets on discontinuation of operations was recorded effective commencement of the year ended January 31, 2006.  Details of costs and assets and liabilities eliminated are as follows:



[amls10ksb06030.gif]





Note 8. PENSION AND EMPLOYMENT LIABILITIES



The company does not have liabilities as at January 31, 2006 or 2005, for pension, post employment benefits or post-retirement benefits.  The company does not have a pension plan.



Note 9.

LAWSUITS



(a)

The amount of $82,056 is restricted as to use as it is on deposit with the Court in China related to a dispute with a former director of the Company.  The Company has filed its opposition to this dispute.  However, the Company has written off this amount in 2006, as it may not be recoverable.

(b)

An attorney claiming to have worked for the Company at the direction of a prior board of directors has sued and was awarded a judgment for  fees and interest currently amounting to $39,864.  The company was unaware of the lawsuit pending and did not appear to file a defense.   Management expects that this will be settled in the second quarter.







Note 10.  SEGMENTED INFORMATION



The Companys identifiable assets are located in the following countries:

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Note 11.

SUPPLEMENTAL CASH FLOW INFORMATION



Supplemental Cash Flow Information regarding the Company's acquisition for year ended January 31, 2005:



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|MOEN AND COMPANY
CHARTERED ACCOUNTANTS                                                                                                                                                                                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Member:
Canadian Institute of Chartered Accountants
Institute of Chartered Accountants of British Columbia
Institute of Management Accountants (USA) (From 1965)

Registered with:
Public Company Accounting Oversight Board (USA) (PCAOB)
Canadian Public Accountability Board (CPAB)
Canada  - British Columbia Public Practice License





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Shareholders and Directors of Amersin Life Sciences Corporation



We have audited the accompanying balance sheets of Amersin Life Sciences Corporation as of January 31, 2006 and 2005 and the related statements of income, cash flows and stockholders equity for the years ended January 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 the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about 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 evaluation the overall financial statement presentation.  We believe that our audits provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Amersin Life Sciences Corporation as of January 31, 2006 and 2005, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, conditions exist which raise substantial doubt about the Companys ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations.  Managements plans in regard to these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Moen and Company

(Signed)

Vancouver, British Columbia, Canada

Chartered Accountants

May 31, 2006









Item 8  Changes in and Disagreements with Accountants
 on Accounting and Financial Disclosure



Amersin Life Sciences Corporation has nothing to report.







Item 8A  Controls and Procedures



Our Chief Executive Officer carried out an evaluation regarding the effectiveness of our procedures and controls designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Quarterly Report, are recorded, processed and reported within the time periods prescribed by the SEC rules and regulations.



We do not expect that our disclosure procedures and controls would prevent all instances of error or fraud.  No matter how well designed, a control system may provide reasonable, but not absolute assurance that its objectives will be met.  The benefits of controls must be weighed against the cost of implementing them.  No evaluation can absolutely assure that all control issues have been identified and instances of fraud, if present, detected.  There are inherent limitations in any system reliant on judgment and decision making and simple unforeseen error or mistake can result in failure.  The design of any system is based, in part, on assumptions regarding the likelihood of the future occurrence of certain events and there can be no absolute assurance that the design of any control system would achieve its goals under all potential conditions and combination of future events.



With respect to internal control over financial reporting, our Chief Executive Officer is fully bilingual and stationed in China overseeing the companys interests there.   Mr. Li communicates regularly with the companys accountants, responding to any requests for clarification.  Although China is moving toward generally accepted accounting principals consistent with those used in the United States, there are still some differences particularly with respect to the treatment of non cash items.  The companys independent accountants are bilingual and available to assist with recommendations regarding presentation in conformity to US GAAP and do review the companys statements each quarter with respect to conformity.



Required certifications by the CEO are attached to this report as exhibit 31.1.  This Controls and Procedures section of the report deals with information concerning the Evaluation referred to in the certifications and should be read in conjunction with them to develop a more complete understanding of what is presented.  Based upon the Evaluation, the Company's CEO has concluded that, subject to the limitations noted above, Disclosure Controls are effective to ensure that material information relating to the Company is made known to management, including the CEO,  particularly during the period when our periodic reports are being prepared, and that these controls are effective in providing reasonable assurance that our financial statements are fairly presented in conformity with accounting principals generally accepted in the United States.  There have been no changes to our internal controls during our most recent fiscal quarter that have materially affected, or are reasonably likely to affect this.



Item 8B  Other Information



Amersin Life Sciences Corporation has nothing to report.









PART III



Item 9  Directors, Officers, Promoters and Control Persons;
 ComplianceWith Section 16(a) of the Exchange Act



401(a):The following table summarizes the names and ages of our directors and executive offers along with the date of their appointment, a brief summary of their backgrounds and, if applicable, directorships held in other public companies:



|Name                                                              | Age | Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Appointed    
|----------------------------------------------------------------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------
|Hong Yun (Reid) Li

Director, President and CEO since appointment | 40  | Hong Yun (Reid) Li serves as a director, President and CEO.  He is also the founder of the project having set out in 2001 to look for opportunities arising out of Chinas entry in to the World Trade Organization and its move towards privatization of State owned companies.  Reid has a diverse background as a corporate finance executive focusing on value enhancement of government controlled industry through privatization and strategic joint ventures.  He has provided strategic consulting services to a large diversified energy corporation and taught as a faculty member at a management college in mainland China.  Reid has dedicated himself over the past four years to studying the pharmaceuticals industry in China, searching for opportunities arising out of the trend towards privatization and consolidation.  He is currently stationed in China investigating opportunities to expand Amersins interests in the region. | Apr. 4th, 03 
|Rob Gillingham

Director                                          | 59  | Rob Gillingham serves as the most recent appointment to Amersins board of directors.  Mr. Gillingham is a Canadian Chartered Account who completed articles with Coopers & Lybrand.  From 1993 to 2003 Mr. Gillingham served as the president of Java Group Inc. a publicly listed company involved in the retail food services industry with strong ties in Germany specializing the marketing of brewed and bulk gourmet coffees.  He has also provided financial consulting and corporate structure services to both private and public companies and brings a tremendous depth of experience in financing and corporate development, particularly in the natural resources sectors including forestry, mining, oil and gas.                                                                                                                                                                                                                           | Nov. 17th, 05
|Zihao (Harry) Jin

Director                                       | 40  | Zihao (Harry) Jin serves as a director.  Prior to working with Amersin he served as a director and General Manager of Biocause Pharmaceutical Co. Ltd. a public company listed on Chinas Shenzhen Stock Exchange.  Mr. Zins successful contributions at Biocause saw him managing over a billion RMB in assets and overseeing more than a half a billion RMB in sales.  Throughout the 1990s Mr. Jin played a key role in transitioning a number of organizations from state owned enterprises to successful private or public companies.                                                                                                                                                                                                                                                                                                                                                                                                               | Mar. 1st, 05 



401(b):The following table summarizes the names and ages of significant employees along with the date of their appointment, a brief summary of their backgrounds and, if applicable, directorships held in other public companies:







|Howard Milne

Director of Corporate Communications | 61 | Howard Milne has been a member of the Amersin team, directing corporate communications, since late 2003.  He has an extensive international background as an entrepreneur, stock broker and underwriter and has been active in the investment field for more than 30 years as a director and founder of several public companies. Prior to joining Amersin, Howard served for six years as Vice President of Corporate Communications for International WEX, a TSX listed biotech with operations in Mainland China.  He has over thirty years experience working, living and liaising with the investment community in major financial centers throughout the world. | Oct. 1st,03
|-------------------------------------------------- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------





401(c):Family Relationships

There are no family relationships among our directors or executive officers to disclose.



401(d):Involvement in Certain Legal Proceedings

To the best of the registrant's knowledge, during the past five years, no director, executive officer, promoter or control person of the Company:

1.

has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing;

2.

were convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.

were the subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring,           suspending or otherwise limiting his involvement in any type of the following activities:

a.

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

b.

engaging in any type of business practice;

c.

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws.

4.

were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under           this Item, or to be associated with persons engaged in any such activity;

5.

were found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in such civil finding or find by the Securities and Exchange Commission has not been subsequently reversed, suspended or vacated;



6.

were found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been           subsequently reversed, suspended or vacated.



401(e)Audit Committee Financial Expert

The company does not have an audit committee.  Management believes that the additional costs associated with the position would not have been in the best interest of the shareholders given the companies limited resources.



405(a)Compliance with Section 16

Oversight on the part of the shareholders resulted in late filing of Form 5 by the Companys President, Reid Li and one shareholder of a control block, Cui Jing.  These reports were filed with the Securities and Exchange Commission approximately on June 13th, 2006.  There were no unreported transactions and no changes in position when compared to Form 5 filed by each of the individuals in the year prior.



406(a)Code of Ethics

A copy of Amersins code of Ethics is attached hereto as Exhibit 14.1.





Item 10  Executive Compensation



402(b)The following table summarizes all compensation earned by or paid to our Chief Executive and Chief Financial officers for the fiscal year ended January 31st, 2006 and two years prior:



|SUMMARY COMPENSATION TABLE   
|-----------------------------
|Name and principal position  
|Salary
($)                   
|Restricted
stock
award(s)
($)
|Reid Li, CEO (4)             
|Eric Fletcher  (5)           

1.

Mr. Li was appointed as a Director and President on April 2, 2003.  He received an option to purchase 750,000 shares of common stock at a price of $0.22 in August, 2003. He and/or his company, Red Dot Management, are paid a consulting fee of US$5,000 per month in recognition of his service as the Chief Executive Officer to the Company.

2.

Mr. Fletcher was appointed as a Director and Corporate Secretary on April 2, 2003.  He received an option to purchase 500,000 shares at a price of $0.22 in August 2003 and exercised 25,000 shares from that option in December 2003 which remain unsold at the end of the current fiscal year.  Mr. Fletcher resigned as CFO and as a director of the company in the current fiscal year. The compensation reported is paid under a management services agreement to a company providing consulting and administrative services to the Company and with which Mr. Fletcher is affiliated.  It  is paid in Canadian dollars at CDN$90,000 per year.  The agreement renews annually unless terminated by either party.



402(c)No options were granted to the named officers in the fiscal year ended January 31st, 2005



402(d)Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table

The following table sets forth for our executive officers named in the Summary Compensation Table the number and value of exercisable and un-exercisable options as at January 31st, 2004.



|Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
|--------------------------------------------------------------------------------
|Name                                                                            
|Reid Li                                                                         
|Eric Fletcher                                                                   

(1) Based upon the closing price of $0.03 per share on January 31st, 2006.





Item 11  Security Ownership of Certain Beneficial Owners and Management
 and Related Stock-Holders Matters



201(d)Equity Compensation Plan Summary



The following table sets forth the number of securities to be issued upon the exercise of outstanding options and the weighted-average exercise price of the outstanding options in accordance with our equity compensation plan as at January 31st, 2005:



|Equity Compensation Plan Information                      
|----------------------------------------------------------
|Plan category                                             
|Equity compensation plans approved by security holders    
|Equity compensation plans not approved by security holders
|Total                                                     



Additional information is available on Form S-8 filed with the Securities and Exchange Commission on December 9th, 2003 which set aside for distribution 4,250,000 shares, 1,250,000 of which were reserved for issuance upon conversion of stock options for management services and 3,000,000 of which were set aside  for distribution pursuant the Companys 2003 Stock Option Plan.





403(a)Security ownership of certain beneficial owners

The following table presents the number of shares of common stock owned by each shareholder who is believed to be the beneficial owner (unless otherwise indicated) of more than 5% of our common stock. Except as otherwise indicated, all information is as of March 23, 2005 and the number of shares of common stock outstanding as of that date is 34,291,885.  To our knowledge, except as indicated in the footnotes to this table or pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares indicated.



|Title of class | Name and address of beneficial owner                                                                               | Amount and nature of beneficial ownership | Percent of class
|-------------- | ------------------------------------------------------------------------------------------------------------------ | ----------------------------------------- | ----------------
|Common         | Cui Jing (Form 5)
c/o Gregory Yankee Law Corp.
200  675 West Hastings Street
Vancouver, B.C. Canada   V7L 3G8     | 8,000,000                                 | 23.33%          
|Common         | Reid Li (1)  (Form 5)
410 Park Avenue
New York, NY 10022                                                           | 4,340,000                                 | 12.66%          
|Common         | Kerrislane Capital Corp. (Form 5)
Floor #27, Zhi Zao Jui Road
Shanghai, PRC 200011                                 | 2,200,000                                 | 6.42%           
|Common         | Yu Zuo Laing (Form 5)
c/o Gregory Yankee Law Corp.
200  675 West Hastings Street
Vancouver, B.C. Canada   V7L 3G8 | 2,000,000                                 | 5.83%           



1.

Based upon Reid Lis Form 5 filed with the Securities and Exchange Commission on May 13th, 2005 for holdings as at January 31st, 2005.  1,590,000 shares owned directly, 750,000 exercisable options, 1,000,000 shares held by Red Dot Capital Inc.



controlled by Reid Li and 1,000,000 shares held by Red Dot Management Inc. controlled by Reid Li.





403(b)Security Ownership of Management

The following table presents the number of shares of our common stock beneficially owned by each of our executive officers and directors and the executive officers and directors as a group as at June 1st,  2006:



|Title of class | Name and address of beneficial owner           | Amount and nature of beneficial ownership | Percent of class
|-------------- | ---------------------------------------------- | ----------------------------------------- | ----------------
|Common         | Reid Li (1)
410 Park Avenue
New York, NY 10022 | 4,340,000                                 | 13.35%          
|Common         | Directors and Officers as a Group              | 4,340,000                                 | 13.35%          



1.

Based upon Reid Lis Form 5 filed with the Securities and Exchange Commission on May 13th, 2005 for holdings as at January 31st, 2005.  1,590,000 shares owned directly, 750,000 exercisable options, 1,000,000 shares held by Red Dot Capital Inc. controlled by Reid Li and 1,000,000 shares held by Red Dot Management Inc. controlled by Reid Li.



403(3)The Company is not aware of any arrangement that would result in a change of control.





Item 12  Certain Relationships and Related Transactions



404(a)As disclosed inItem 10  Executive Compensation, compensation reported as paid or payable to our former director and Chief Financial Officer, Eric Fletcher was paid under a management services agreement to a company in which Mr. Fletcher owns an interest.  The agreement is for a one year term and renews annually unless terminated by either party.  It is paid in Canadian dollars at a rate of CDN$90,000 per year.





Item 13  Exhibits



The following exhibits are included herein:



|Exhibit |  | Description                    
|------- |  | -------------------------------
|10.1    |  | Form of Indemnity Agreement    
|14.1    |  | Code of Ethics                 
|23.1    |  | Consent of Independent Auditors
|31.1    |  | Certification of Reid Li       
|32.1    |  | Certification of Reid Li       





The following exhibits are included by reference:



|Exhibit |  | File Date  |  | Form   |  | Description                                                        
|------- |  | ---------- |  | ------ |  | -------------------------------------------------------------------
|10.3    |  | 12/09/2003 |  | S-8    |  | Employee Stock Option Plan                                         
|13.1    |  | 6/02/2005  |  | 10-KSB |  | Annual Report for Fiscal Year Ended January 31st, 2005             
|13.2    |  | 6/21/2005  |  | 10-QSB |  | Quarterly report for 1st Quarter ended April 30th, 2005            
|13.3    |  | 10/20/2005 |  | 10-QSB |  | Quarterly report for 2nd Quarter ended July 31st, 2005             
|13.4    |  | 01/17/2006 |  | 10-QSB |  | Quarterly report for 3rd Quarter ended October 31st, 2005          
|99.1    |  | 9/16/2005  |  | 8-K    |  | Termination of Material Definitive Agreement                       
|99.2    |  | 10/20/2005 |  | 8-K    |  | Completion of Acquisition or Disposition of Assets                 
|99.3    |  | 12/14/2005 |  | 8-K    |  | Non-Reliance on Previously Issued Financial Statements             
|99.4    |  | 12/27/2005 |  | 8-K    |  | Amendment to Non-Reliance on Previously Issued Financial Statements











Item 14  Principal Accountant Fees and Services



FROM LAST 10K

For the year ended January 31st, 2005:

Moen and Company served as the Companys independent accountants for the fiscal year ended January 31st, 2005 and during the course of that fiscal year were engaged by the Company to provide independent reviews of quarterly reports, an audit of the consolidate balance sheet included in Form 8-K filed September 9th, 2004 following acquisition of an interest in the Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd. joint venture and the annual audit of the Companys financial statements included in the Companys Form 10KSB for the year ended January 31st, 2005.  During the year ended January 31st, 2005, the following fees were paid for services provided by Moen and Company.



Audit Related Fees.

The aggregate fees paid as final payment for the annual audit of the companys financial statements for the year ended January 31st, 2004 and for the audited consolidated balance sheet included in Form 8-K filed September 9th, 2004 amounted to approximately $53,350.



Independent Review Fees.

The aggregate fees paid for independent review of the Companys quarterly financial statements for the year ended January 31st, 2005 amounted to approximately $10,501.



For the year ended January 31st, 2006:

Moen and Company served as the Companys independent accountants for the fiscal year ended January 31st, 2006 and during the course of that fiscal year were engaged by the Company to provide independent reviews of quarterly reports, and the annual audit of the Companys financial statements included in the Companys Form 10KSB for the year ended January 31st, 2006.  During the year ended January 31st, 2006, the following fees were paid or are payable for services provided by Moen and Company.



Audit Related Fees.

The aggregate fees to be paid for the annual audit of the companys financial statements for the year ended January 31st, 2006 are expected to be approximately $25,000.



Independent Review Fees.

The aggregate fees paid or payable for independent review of the Companys quarterly financial statements for the year ended January 31st, 2006 amounted to approximately $10,374.









Signatures





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



AMERSIN LIFE SCIENCES CORPORATION

(Registrant)





/s/ Reid H. Y. Li                    Date: June 14th, 2006

----------------------------

Reid H. Y. Li

President / Director





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.





/s/ Reid H. Y. Li                    Date: June 14th, 2006

----------------------------

Reid H. Y. Li

President / Director























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