9. Subsequent Events

6 Months Ended

Jul. 31, 2011

9. Subsequent Events

On August 19, 2011, the Company entered into a $50,000 Convertible Promissory Note (the “Note”) with Asher Enterprises, Inc. (“Asher), an arms length Delaware corporation. The principal is interest bearing at a rate of 8% per annum. The Company is obligated to repay the principal with any interest by May 22, 2012 (the “maturity date”). Any principal or interest unpaid by the maturity date shall bear interest at a rate of 22% per annum. Asher has the option to convert the Note, commencing on February 15, 2012 and ending on the maturity date, in respect of the remaining outstanding principal amount in entirety or part, at a variable conversion price of 58% multiplied by the market price, being the average of the lowest 3 trading prices for the Company’s shares of common stock during a 10 day trading period. If the trading price cannot be calculated, a trading price shall be the market value as mutually determined by the Company and Asher. In the event that the Company makes an announcement to consolidate or merge with any other corporation, sell or transfer substantially all of its assets or any person, group or entity announces a tender offer to purchase 50% or more of the Company’s common stock, the conversion price shall be adjusted on such announcement day to be equal to the lower of (a) the conversion price which would have been applicable before such announcement and (b) the conversion price that would otherwise be in effect. The Company may not prepay the Note in whole or part.

On August 19, 2011, the Company entered into a $2,500 Promissory Note (the “Note”) with an arms length individual. The Note bears interest at a rate of 13% per annum. The Company is obligated to repay the Principal with any interest upon demand. The Note is convertible at any time after February 15, 2012 into equity at a rate of 40% of the closing bid price of the previous 5 days of trading.

On August 24, 2011, the Company entered into a $2,500 Promissory Note (the “Note”) with an arms length individual. The Note bears interest at a rate of 13% per annum. The Company is obligated to repay the Principal with any interest upon demand. The Note is convertible at any time after February 20, 2012 into equity at a rate of 42% of the closing bid price of the previous 5 days of trading.

d)	The Company issued 3,250,000 shares of common stock (Note 7) pursuant to obligation to issue shares. The Company issued a further 50,000 shares of common stock towards a private placement at $0.17 per share for proceeds of $8,500, which were recorded in subscriptions received at July 31, 2011.

COMPASS BIOTECHNOLOGIES INC. 10-Q/A