UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

~~xQUARTERLY~~x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~October 31, 2011

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

For the transition period from ~~_______________~~________ to ~~_______________~~ _________

Commission File Number 000-52057

COMPASS BIOTECHNOLOGIES INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada		47-0930829
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

8904 – 60 Avenue, Edmonton, Alberta, Canada		T6E 6A6
(Address of principal executive offices)		(Zip Code)

Nevada	47-0930829
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
9650 – 20 Avenue, Edmonton, Alberta, Canada	T6N 1G1
(Address of principal executive offices)	(Zip Code)

780.761.2121

780.990.4539

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES o ¨ NO

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act o. ¨ YES x NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

~~PROCEEDINGS~~Check ~~DURING~~whether ~~THE~~the ~~PRECEDING~~registrant ~~FIVE~~has ~~YEARS~~filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES ¨ NO

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. o YES o NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 23,920,632 common shares issued and outstanding as of October 31, 2011.

21,655,629 common shares issued and outstanding as of September 19, 2011.

Table of Contents

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative Disclosures About Market Risks	15
Item 4.	Controls and Procedures	15

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	23
Item 4.	[Removed and Reserved]	23
Item 5.	Other Information	23
Item 6.	Exhibits	24

SIGNATURES		25

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative Disclosures About Market Risks	27
Item 4.	Controls and Procedures	27
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	35
Item 4.	[Removed and Reserved]	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
SIGNATURES		37

Table of Contents

PART I - FINANCIAL INFORMATION

~~Table~~Item of1. ~~Contents~~Financial Statements

~~PART~~Our Iunaudited -consolidated ~~FINANCIAL~~interim ~~INFORMATION~~financial statements for the three and six month periods ended October 31, 2011 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

~~Item~~3 ~~1. Financial~~Table ~~Statements~~of Contents

Our unaudited consolidated interim financial statements for the three and six month periods ended July 31, 2011 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.Index

Compass Biotechnologies Inc. (formerly Cyplasin BioMedical, Ltd.)

Consolidated Balance Sheets			F-2
Consolidated Statements of Operations			F-3
Consolidated Statements of Cash Flows			F-4
Notes to Consolidated Financial Statements			F-5

(AF-1 ~~Development~~Table ~~Stage~~of ~~Company)~~Contents

~~July~~Compass ~~31,~~Biotechnologies ~~2011~~Inc.

~~(Unaudited)~~CONSOLIDATED BALANCE SHEETS

~~Consolidated~~October ~~Balance~~31, ~~Sheets~~2011

Consolidated Statements of Operations

	October 31, 2011			January 31, 2011
	$ (Unaudited)			$ (Audited)
ASSETS
Current Assets
Cash		94			34,753
Receivable		49,826			45,071
Prepaids		11,758			36,796
Promissory note receivable (Note 3 and 7)		3,263			5,373
Total Current Assets		64,941			121,993

Equipment, net		412			730
Licenses, net (Note 3)		637,129			695,050
Total Assets		702,482			817,773

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities		878,745			935,682
Promissory note		85,652			13,500
Total Liabilities		964,397			949,182

Contingency (Note 1)

Commitments (Note 7)

Stockholders’ Equity
Common stock (Note 4)
Authorized: 100,000,000 shares of common stock, par value $0.001 and 100,000,000 shares of preferred stock, par value $0.001
Issued and outstanding: 23,920,632 shares (January 31, 2011 – 15,729,053)		23,921			15,729
Additional paid-in capital		4,271,494			3,422,506
Accumulated other comprehensive income		17,782			21,664
Obligation to issue shares (Note 7)		299,875			490,875
Subscriptions receivable		(10,200	)		(10,200	)
Subscriptions received (Note 4)		16,747			115,247
Deferred compensation (Note 4)		-			(188,192	)
Retained earnings (deficit)		(54,275	)		(54,275	)
Deficit accumulated during the development stage		(4,827,259	)		(3,944,763	)
Total Stockholders’ Equity (Deficit)		(261,915	)		(131,409	)
Total Liabilities and Stockholders’ Equity (Deficit)		702,482			817,773

~~Consolidated~~The ~~Statements~~accompanying notes are an integral part of ~~Cash~~these ~~Flows~~consolidated financial statements.

~~Notes~~F-2 toTable ~~Consolidated~~of ~~Financial Statements~~Contents

3Compass Biotechnologies Inc.

~~Table~~CONSOLIDATED ofSTATEMENTS ~~Contents~~OF OPERATIONS

~~Compass~~October ~~Biotechnologies Inc. (formerly Cyplasin BioMedical~~31, ~~Ltd.)~~2011

(A Development Stage Company)

	Accumulated From February 15, 2007 (Date of reporting as a development stage company) to October 31, 2011			Nine Months Ended October 31, 2011			Nine Months Ended October 31, 2010			Three Months Ended October 31, 2011			Three Months Ended October 31, 2010
	$			$			$			$			$
Operating Expenses
Amortization		137,645			58,238			-			19,342			–
General and administrative		3,230,972			732,585			495,562			160,692			87,167
Management fees		424,180			58,469			49,116			17,978			16,473
Research and development		1,053,904			58,469			49,116			17,978			16,473
Loss Before Other Items		(4,846,701	)		(907,761	)		(593,794	)		(215,990	)		(120,113	)

Other Items
Gain of sale of patent		70,025			-			-			-			-
Loss on settlement of debt (note 4)		1,106			6,000			-			-			-
Consulting income		25,000			25,000			-			-			-
Write-off of patent		(1	)		-			-			-			-
Write-off of accounts receivable		(73,181	)		(5,735	)		(70,953	)		-			-
Net Loss		(4,827,259	)		(882,496	)		(664,747	)		(215,990	)		(120,113	)

Loss Per Share – Basic and Diluted					(0.04	)		(0.08	)		(0.01	)		(0.01	)

Weighted Average Shares Outstanding – Basic and Diluted					20,925,630			8,859,289			23,341,284			11,845,433

~~Consolidated~~The ~~Balance~~accompanying ~~Sheets~~notes are an integral part of these consolidated financial statements.

ASSETS	July 31, 2011			January 31, 2011
	$			$
	(Unaudited)			(Restated -Note 8)
Current Assets
Cash		58			34,753
Receivables		49,101			45,071
Prepaids		12,266			36,796
Promissory note receivable (Note 3)		5,633			5,373
Total Current Assets		67,058			121,993
Equipment, net		447			730
Licenses, net (Note 3)		656,436			695,050
Total Assets		723,941			817,773
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities (Notes 5 and 7)		861,529			935,682
Promissory note (Note 3)		13,500			13,500
Total Liabilities		875,029			949,182
Contingency (Note 1)
Commitments (Note 7)
Subsequent Events (Note 9)
Stockholders’ Equity
Common stock (Note 4) Authorized: 100,000,000 shares of common stock, par value $0.001 and 100,000,000 shares of preferred stock, par value $0.001 Issued and outstanding: 21,870,632 common shares (January 31, 2011 – 15,729,053)		21,871			15,729
Additional paid-in capital		4,165,044			3,422,506
Accumulated other comprehensive income		12,619			21,664
Obligation to issue shares (Notes 2 and 7)		299,875			490,875
Subscriptions receivable		(10,200	)		(10,200	)
Subscriptions received (Note 4)		25,247			115,247
Deferred compensation (Note 4)		-			(188,192	)
Retained earnings (deficit)		(54,275	)		(54,275	)
Deficit accumulated during the development stage		(4,611,269	)		(3,944,763	)
Total Stockholders’ Equity (Deficit)		(151,088	)		(131,409	)
Total Liabilities and Stockholders’ Equity (Deficit)		723,941			817,773

F-3

Table of Contents

~~The~~Compass ~~accompanying~~Biotechnologies ~~notes are an integral part of these consolidated financial statements~~Inc.

4CONSOLIDATED STATEMENTS OF CASH FLOWS

~~Table~~October of31, ~~Contents~~ 2011

Compass Biotechnologies Inc. (formerly Cyplasin BioMedical, Ltd.)

	Accumulated From February 15, 2007 (Date of reporting as a development stage company) To October 31, 2011			Nine Months Ended October 31, 2011			Nine Months Ended October 31, 2010
	$			$			$
Cash Flows From Operating Activities
Net loss		(4,881,534	)		(882,496	)		(664,747	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization		137,646			58,239			635
Gain on sale of patent		(70,025	)		–			–
Deferred compensation		188,192			188,192
Foreign exchange on gain on sale of patent		790			–			–
Loss on settlement of debt		(1,106	)		(6,000	)		–
Accrued interest on loan payable		4,051			1,719			1,718
Shares for consulting services		1,324,183			186,000			347,500
Prepaid consulting fees		23,945			23,945			–
Stock-based compensation		435,910			58,815			–
Write-off of patent		1			–			–
Write-off of accounts receivable		75,070			5,735			69,335

Changes in operating assets and liabilities:
Receivable		(56,770	)		(11,699	)		(6,367	)
Prepaids		(58,396	)		508			–
Accounts payable and accrued liabilities		927,773			125,209			(25,363	)
Due to related party								40,334
Net Cash Used in Operating Activities		(1,950,270	)		(251,833	)		(236,955	)

Cash Flows From Investing Activities
Acquisition of equipment		(2,909	)		–			–
Acquisition of patent		(100	)		–			–
Acquisition of license		(101,642	)		–			–
Short-term Loan		(3,003	)		2,370			–
Net Cash Used in Investing Activities		(107,654	)		2,370			–

Cash Flows From Financing Activities
Proceeds from loan payable		85,652			72,152			10,000
Issuance of common stock		1,659,037			153,500			284,906
Subscriptions received		294,013			(8,500	)		20,891
Net Cash Provided By Financing Activities		2,038,702			217,152			315,797
Effect of Exchange Rate Changes		19,316			(2,348	)		(2,220	)
Change in Cash		94			(34,659	)		76,622
Cash– Beginning		–			34,753			4,918
Cash– Ending		94			94			81,540

(AThe ~~Development~~accompanying ~~Stage~~notes ~~Company)~~are an integral part of these consolidated financial statements

~~Consolidated~~F-4 ~~Statements~~Table of ~~Operations~~Contents

Compass Biotechnologies Inc. (~~Unaudited~~formerly Cyplasin BioMedical, Ltd.)

	Accumulated From February 15, 2007 (Date of reporting as a development stage company) to July 31, 2011			Six Months Ended July 31, 2011			Six Months Ended July 31, 2010			Three Months Ended July 31, 2011			Three Months Ended July 31, 2010
	$			$			$			$			$
Operating Expenses
Amortization		118,303			38,896			–			19,448			–
General and administrative		3,070,280			571,893			408,395			384,763			328,241
Management fees		406,202			40,491			32,643			20,307			16,222
Research and development		1,035,926			40,491			32,643			20,307			16,222
Loss Before Other Items		(4,630,711	)		(691,771	)		(473,681	)		(444,825	)		(360,685	)
Other Items
Gain of sale of patent		70,025			–			–			–			–
Loss on settlement of debt (note 4)		1,106			6,000			–			–			–
Consulting income		25,000			25,000			–			25,000			–
Write-off of patent		(1	)		–			–			–			–
Write-off of accounts receivable		(76,688	)		(5,735	)		(70,953	)		(3,507	)		(70,953	)
Net Loss		(4,611,269	)		(666,506	)		(544,634	)		(423,332	)		(431,638	)
Loss Per Share – Basic and Diluted					(0.03	)		(0.08	)		(0.02	)		(0.05	)
Weighted Average Shares Outstanding – Basic and Diluted					19,697,784			7,341,471			21,089,119			9,617,683

(A Development Stage Company)

~~The~~Notes ~~accompanying~~to ~~notes~~Consolidated ~~are~~Financial ~~an integral part of these consolidated financial statements.~~Statements

5October 31, 2011

~~Table~~ 1.Nature of ~~Contents~~Operations and Going Concern Compass Biotechnologies Inc. (the “Company”) was incorporated in the state of Nevada on November 25, 2004 and is a development stage company in the business of developing its licenses for patents pertaining to the technology utilized in the prevention and treatment of hepatitis C. Effective March 29, 2011, the Company entered into an agreement and plan of merger with its wholly-owned subsidiary whereby the subsidiary merged with and into the Company and effected a name change to Compass Biotechnologies Inc. The Company’s shares are quoted on the OTC-BB. Unaudited Interim Financial Statements The accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the SEC. They do not include all information and footnotes required by United States generally accepted accounting principles for for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 2011 included in the Company’s Form 10-K filed with the SEC. The unaudited interim financial statements should be read in conjunction with those financial statements including in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended October 31, 2011 are not necessarily indicative of the results that may be expected for the year ending January 31, 2012.

~~Compass~~ 2.Licenses Effective ~~Biotechnologies~~December ~~Inc.~~29, 2009, the Company entered into an Asset Assignment Agreement with C-Virionics Corporation (~~formerly~~“C-Virionics”) ~~Cyplasin~~whereby ~~BioMedical~~the Company acquired certain licenses to patents used in the development of vaccination for prevention and treatment of hepatitis C. In consideration, ~~Ltd~~the Company paid $97,291 in royalty and other costs on behalf of C-Virionics and is obligated to issue 3,680,000 shares of common stock with a fair value of $625,600 which had been recorded in obligation to issue shares at January 31, 2010. During the year ended January 31, 2011, the Company issued 3,180,000 shares of common stock with fair value of $540,600, 500,000 shares of common stock at a fair value of $85,000 remain in obligation to issue shares. The licenses to patents are licensed from the United Sates Public Health Service (“PHS”), to which the Company is obligated to make the following royalty payments:

a) $5,000 annually commencing January 1, 2010 (Apaid); ~~Development~~b) ~~Stage~~5% ~~Company~~on net sales; and c) Benchmark royalties of:

~~Consolidated~~· ~~Statements~~$25,000 upon initiation of ~~Cash~~phase ~~Flows~~I clinical trials; · $100,000 upon initiation of phase II clinical trials; · $250,000 upon initiation of phase III clinical trials; · $500,000 upon Biologics License Application (“BLA”) submission; and · $3,000,000 upon BLA approval.

The Company is also obligated to pay PHS additional sublicensing royalties, of 12% - 25%, based on the fair market value of any consideration received for granting each sublicense or option to sublicense. The Company paid royalties of $Nil during the nine month period ended October 31, 2011 (~~Unaudited~~$Nil – October 31, 2010). To October 31, 2011, the Company has recorded a royalty payable of $27,500 (January 31, 2011-$27,500) in accounts payable and accrued liabilities. Management has determined that the Company’s license to patents to be used in the development of vaccination for the prevention and treatment of hepatitis C to have a useful life of 10 years. For the nine months ended October 31, 2011, the Company has recorded amortization of $57,921 (2010 - $Nil).

	Accumulated From February 15, 2007 (Date of reporting as a development stage company) to July 31, 2011			Six Months Ended July 31, 2011			Six Months Ended July 31, 2010
	$			$			$
Cash Flows From Operating Activities
Net loss		(4,665,544	)		(666,506	)		(544,634	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization		118,304			38,897			423
Gain on sale of patent		(70,025	)		–			–
Deferred compensation		188,192			188,192
Foreign exchange on gain on sale of patent		790			–			–
Loss on settlement of debt		(1,106	)		(6,000	)		–
Accrued interest on loan payable		3,429			1,107			962
Shares for consulting services		1,324,183			186,000			347,500
Prepaid consulting fees		23,945			23,945			–
Stock-based compensation		435,910			58,815			–
Write-off of patent		1			–			–
Write-off of accounts receivable		75,070			5,735			69,335
Changes in operating assets and liabilities:
Receivables		(56,045	)		(10,974	)		(3,499	)
Prepaids		(58,904	)		–			(5,056	)
Accounts payable and accrued liabilities		911,169			108,605			(22,768	)
Net Cash Used in Operating Activities		(1,770,631	)		(72,184	)		(157,737	)
Cash Flows From Investing Activities
Acquisition of equipment		(2,909	)		–			–
Acquisition of patent		(100	)		–			–
Acquisition of license		(101,642	)		–			–
Short-term loan		(5,373	)		–			–
Net Cash Used in Investing Activities		(110,024	)		–			–
Cash Flows From Financing Activities
Proceeds from loan payable		13,500			–			10,000
Issuance of common stock		1,550,547			45,000			42,947
Subscriptions received		302,513			–			102,850
Net Cash Provided By Financing Activities		1,866,560			45,000			155,797
Effect of Exchange Rate Changes		14,153			(7,511	)		(1,604	)
Change in Cash		58			(34,695	)		(3,544	)
Cash– Beginning		–			34,753			4,918
Cash– Ending		58			58			1,374

F-5

Table of Contents

~~The~~Compass ~~accompanying~~Biotechnologies ~~notes~~Inc. ~~are~~(formerly anCyplasin ~~integral~~BioMedical, ~~part of these consolidated financial statements~~Ltd.)

6(A Development Stage Company)

~~Table~~Notes ofto ~~Contents~~Consolidated Financial Statements

~~Compass~~October ~~Biotechnologies Inc. (formerly Cyplasin BioMedical~~31, ~~Ltd.)~~2011

(A 3.Promissory ~~Development Stage Company)~~Notes

~~Notes~~a) On April 5, 2010, the Company entered into an unsecured promissory note agreement with a shareholder whereby the Company has borrowed $20,000. The note is interest bearing at 15% per annum commencing April 5, 2010, and repayable upon the Company completing a financing of at least $100,000. The note is currently due and payable. If the Company fails to ~~Consolidated~~make ~~Financial~~payment, ~~Statements~~interest accrues at a rate of 18% per annum on the outstanding balance plus accrued interest. During the year ended January 31, 2011, the Company completed such financing and repaid $6,500, therefore the loan of $13,500 is interest bearing at 18% per annum. Included in accounts payable and accrued liabilities at October 21, 2011 is $4,051 (January 31, 2011 - $2,332) in accrued interest, which has been recorded in general and administrative expenses. During the term that the note is outstanding, the shareholder will have the right to convert the outstanding principal balance and accrued and unpaid interest into shares of preferred stock. The number of preferred shares into which the note may be converted will be equal to the total outstanding amount plus accrued interest on the date of conversion divided by $0.80. The conversion feature had no intrinsic value and accordingly no beneficial conversion feature was recorded. b) On January 1, 2011, the Company entered into an unsecured promissory note agreement with a related company that is controlled by a director. The Company has loaned $5,687 (CAD $5,382) under the agreement. The note is interest bearing at 6% per annum commencing January 10, 2011, and repayable upon the related company completing a financing of at least $100,000. If the related company controlled by a director of the Company fails to make payment, interest will accrue at a rate of 18% per annum on the outstanding balance plus accrued interest. During the period ended October 31, 2011, the related company controlled by the director did not complete such financing. During the term that the note is outstanding the Company will have the right to convert the outstanding principal balance and accrued and unpaid interest into shares of preferred stock of the related company. The number of preferred shares into which the note will be converted may be equal to the total borrowed plus accrued interest on the date of conversion divided by $0.20. c) 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 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. d) 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. e) 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 40% of the closing bid price of the previous 5 days of trading.

~~July~~F-6 ~~31,~~Table ~~2011~~of Contents

~~1. Nature~~Compass ofBiotechnologies ~~Operations~~Inc. ~~and~~(formerly ~~Going~~Cyplasin ~~Concern~~BioMedical, Ltd.)

~~Compass Biotechnologies Inc.~~ (~~the~~A ~~“Company”)~~Development ~~was~~Stage incorporated in the state of Nevada on November 25, 2004 and is a development stage company in the business of developing its licenses for patents pertaining to the technology utilized in the prevention and treatment of hepatitis C. Effective March 29, 2011, the Company entered into an agreement and plan of merger with its wholly-owned subsidiary whereby the subsidiary merged with and into the Company and effected a name change to Compass Biotechnologies Inc. The Company’s shares are quoted on the OTC-BB.)

~~Unaudited~~Notes ~~Interim~~to Consolidated Financial Statements

~~The~~October accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the SEC. They do not include all information and footnotes required by United States generally accepted accounting principles for for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 2011 included in the Company’s Form 10-K filed with the SEC. The unaudited interim financial statements should be read in conjunction with those financial statements including in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended July 31, 2011 are not necessarily indicative of the results that may be expected for the year ending January 31, 2012.

24. ~~Licenses~~ Common Stock The Company is authorized to issue common stock of up to 100,000,000 shares, with a par value of $0.001 and up to 100,000,000 shares of preferred stock, with a par value of $0.001. The preferred shares entitle the holder to payment as a preferred creditor in the case of corporate default. During the nine month period ended October 31, 2011, the Company issued the following shares of common stock:

~~Effective~~a) ~~December 29~~1, ~~2009~~900,000 ~~the~~shares ~~Company~~of ~~entered~~common ~~into~~stock anat ~~Asset~~a ~~Assignment~~fair ~~Agreement~~value ~~with~~of ~~C-Virionics~~$247,000 ~~Corporation~~as ~~(“C-Virionics”)~~a ~~whereby~~commencement ~~the~~bonus ~~Company~~for ~~acquired~~consulting ~~certain~~services ~~licenses~~from toa ~~patents~~third ~~used~~party, inwhich ~~the~~had ~~development~~been ofrecorded ~~vaccination~~in ~~for~~obligation ~~prevention~~to ~~and~~issue ~~treatment~~shares ofat ~~hepatitis~~January C31, 2011. In ~~consideration~~b) 900,000 ~~the~~shares ~~Company~~of ~~paid~~common stock for gross proceeds of $9790,~~291~~000, which was recorded in ~~royalty~~subscriptions ~~and~~received ~~other~~at ~~costs~~January on31, ~~behalf~~2011. c) 428,571 shares of ~~C-Virionics~~common ~~and~~stock isfor ~~obligated~~gross toproceeds ~~issue~~of 3$30,~~680~~000. d) 300,000 shares of common stock to settle debt of CAD $22,500 or USD $23,866 with the President of the Company. The shares of common stock were issued at a ~~market~~fair value of $~~625~~23,866. e) 600,000 ~~which~~shares ~~had~~of ~~been~~common ~~recorded~~stock into ~~obligation~~settle debt of $60,000 to ~~issue~~a third party consultant. The shares were issued at ~~January~~a ~~31,~~fair ~~2010~~value of $54,000. ~~During~~ ~~the~~The ~~year~~Company ~~ended~~recorded ~~January~~a 31gain on settlement of debt of $6,000. ~~2011~~f) 813,008 ~~the~~shares ~~Company~~of common stocks to settle accounts payable and accrued liabilities (Note 7). The shares were issued 3at a market value of $100,~~180~~000. g) 50,000 shares of common stock ~~with~~for ~~market~~gross ~~value~~proceeds of $~~540~~8,~~600~~500, which were recorded in subscriptions received at July 31, 2011. h) 1,500,000 shares of common stock atto asettle ~~market~~debt ~~value~~ of $85100,000 ~~remain in obligation~~ to ~~issue~~third ~~shares~~party consultants.

~~The~~At ~~licenses~~October to31, ~~patents~~2011, the Company has $16,747 (January 30, 2011 - $115,247) in subscriptions received. These subscriptions are ~~licensed~~comprised of advances towards a private placement of shares of common stock ranging from $0.10 to $0.17 per share. At January 31, 2011, the ~~United~~Company ~~Sates~~has ~~Public~~recorded ~~Health~~$188,192 ~~Service~~in ~~(“PHS”)~~deferred compensation, which represents the issuance of shares of common stock for consulting services. During the period ended October 31, 2011, the company recorded $188,192 from deferred compensation to ~~which~~general and administrative expenses. Stock Options The following are the ~~Company~~assumptions isused ~~obligated~~for the Black-Scholes option pricing model to ~~make~~record the ~~following~~fair ~~royalty~~value ~~payments~~of the issued stock options:

a) $5The Company calculated volatility for stock options and awards using historical volatility. b) The Company used a 0% forfeiture rate and the Company does not consider forfeitures to be material. c) The Company has not,~~000~~ ~~annually~~and ~~commencing~~does ~~January~~not 1intend to issue dividends, ~~2010~~therefore, ~~(paid~~the dividend yield assumption is 0%. d); The risk-free rate for the expected term of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant.

b)On January 31, 2010, the Company issued 500,000 stock options to the President of the Company, pursuant to the Company’s stock option plan. These options are exercisable at a price of $0.18 for a period of five years. The company recognizes stock-based compensation costs over the requisite service period of the award, which is the option vesting term. The options vest at a rate of 20% per year, commencing January 31, 2010. The fair value of these options at the date of grant was estimated to the $68,006 using the Black-Scholes option pricing model with an expected life of 5 years, a risk-free interest rate of 2.34%, a dividend yield of 0%, and expected volatility of 101%. These stock options expire on ~~net~~January ~~sales;~~31, 2014. To October 31, 2011, 200,000 of these stock options are exercisable and the Company recognized $6,800 (January 31, 2011 - $13,600) in stock-based compensation expense in relation to these vested stock options, of which $3,400 was allocated to management fees and $3,400 was allocated to research and development costs. On April 18, 2011, the Company issued 1,000,000 stock options to a third party consultant. These options are exercisable at a price of $0.07 for a period of 60 days. The Company recognizes stock-based compensation costs over the requisite service period of the award, which is 60 days. The market value of these options at the date of grant was estimated to be $52,015 using the Black-Scholes option pricing model with an expected life of 60 days, a risk-free interest rate of 1%, a dividend yield of 0%, and expected volatility of 105.59%. To October 31, 2011, 1,000,000 of these stock options are exercisable and the Company recognized $52,015 (January 31, 2011 - $Nil) in stock-based compensation expense in relation to these stock options, of which $52,015 was allocated to consulting fees in general and administrative expenses. These stock options expired, unexercised, on June 20, 2011. Stock option transactions during the nine months ended October 31, 2011 were as follows:

c) Benchmark royalties of:


Balance, January 31, 2010 and 2011	504,000
Granted	1,000,000
Expired	(1,004,000	)
Balance, October 31, 2011 – Outstanding	500,000
Balance, October 31, 2011 - Exercisable	500,000

·F-7 ~~$25,000~~Table ~~upon initiation~~ of ~~phase I clinical trials;~~Contents

·Compass ~~$100,000~~Biotechnologies ~~upon~~Inc. ~~initiation~~(formerly ofCyplasin ~~phase~~BioMedical, ~~II clinical trials;~~Ltd.)

·(A ~~$250,000~~Development ~~upon~~Stage ~~initiation of phase III clinical trials;~~Company)

·Notes ~~$500,000~~to ~~upon~~Consolidated ~~Biologics~~Financial ~~License Application (“BLA”) submission; and~~Statements

·October $331,~~000,000~~ ~~upon BLA approval.~~2011

75. Related Party Transactions During the nine month period ended October 31, 2011:

~~Table~~a) the President of ~~Contents~~the Company received a monthly management consulting fee of $74,182 (October 31, 2010 - $98,232), of which $49,116 has been recorded as management fees and $49,116 as a research and development; b) a director of the Company received a monthly consulting fee of $108,000 (October 31, 2010 - $Nil) which has been recorded as general and administrative expenses; c) the Company settled debt with a director of the Company in the amount of $23,866 (October 31, 2010 - $Nil) through the issuance of shares of common stock (October 31, 2010 - $Nil).

~~Compass~~As ~~Biotechnologies~~at ~~Inc.~~October 31, 2011, $346,570 (~~formerly~~January ~~Cyplasin~~31, ~~BioMedical~~2011 - $321, ~~Ltd~~913) was due to related parties and recorded in accounts payable and accrued liabilities and $3,263 (January 31, 2011 - $5,373) is due from a company controlled by a director of the Company (Note 3). As at October 31, 2011, $36,000 (January 31, 2011 - $Nil) was recorded in obligation to issue shares for shares of common stock issuable to a director of the Company for consulting fees (Note 7). All related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Unless otherwise noted related party amounts are unsecured, bear no interest and have no fixed terms of repayment.

(A6. ~~Development~~Supplemental ~~Stage~~Cash ~~Company)~~Flow Information

Notes to Consolidated Financial Statements

Accumulated From

February 15, 2007 (Date of reporting

as a development

Six Month

Nine Month

stage company) to October 31,

2011

Period Ended

October 31,

2011

Period Ended

October 31,

2010

Cash paid for Interest

–

Cash paid for income taxes

–

Obligation to issue shares of common stock for acquisition of licenses

85,000

–

Issue shares of common stock for acquisition of licenses

540,600

–

540,600

Obligation to issue shares of common stock for consulting services

405,875

377,000

347,500

Royalties recorded in accounts payable and accrued liabilities

27,500

–

12,506

Finder’s fee shares

82,000

–

50,000

Finder’s fees recorded in accounts payable and accrued liabilities

114,346

–

114,346

Reclassification of prepaids to common stock

–

22,108

Reclassification of accounts payable and accrued liabilities to obligation to issue shares

36,000

–

Issuance of shares of common stock for consulting services recorded in deferred compensation

80,826

–

Subscriptions receivable for share issued

10,200

–

Issue share for debt

177,865

–

Reclassification of subscriptions received to common stock

90,000

144,275

~~July~~7. ~~31, 2011~~Commitments

2a) On July 14, 2009, the Company had entered into a service agreement with Moody Capital Solutions, Inc. ~~Licenses~~ (~~Continued~~“Moody”) whereby Moody would serve as an investment banker and placement agency for the Company. The term of the agreement was until November 10, 2009 and Moody was entitled to receive $8,000 ($4,000 paid, $4,000 accrued); and issued 210,000 restricted shares of common stock with a fair value of $28,875 which have been recorded in obligation to issue shares. To October 31, 2011 and 2010, Moody had not assisted with any private placement and, therefore, all fees have been allocated to consulting fees which are recorded in general and administrative expenses. Upon closing the placement of shares of common or preferred stock and any convertible or redeemable debt, Moody was entitled to receive 10% of the principal amount raised at each closing and 10% warrant coverage for any equity or sub-debt placed. The warrants will be exercisable at 10% above the offering or conversion price, have piggyback registration rights and exercisable for a period of 5 years. Should the Company be sold during the term of the agreement, Moody will receive a break-up fee of $100,000. The Company also agrees that if Moody or any affiliate with over 50% control by Moody introduces the Company, during the term of the agreement or within three years from the termination date, to equity or debt financing, the Company will pay the fees as stated above.

~~The Company is also obligated to pay PHS additional sublicensing royalties, of 12%~~ F-8 ~~25%,~~Table ~~based on the market value~~ of ~~any consideration received for granting each sublicense or option to sublicense.~~Contents

~~The~~Compass ~~Company~~Biotechnologies ~~paid royalties of $Nil during the six month period ended July 31, 2011 ($Nil – July 31, 2010)~~Inc. To ~~July 31, 2011, the Company has recorded a royalty payable of $27,500~~ (~~January~~formerly ~~31,~~Cyplasin ~~2011 - $27~~BioMedical,~~500)~~ ~~in accounts payable and accrued liabilities~~Ltd.)

~~Management~~(A ~~has~~Development ~~determined~~Stage ~~that the~~ Company’s license to patents to be used in the development of vaccination for the prevention and treatment of hepatitis C to have a useful life of 10 years. For the six months ended July 31, 2011, the Company has recorded amortization of $38,614 (2010 - $Nil).

~~3. Promissory~~ Notes to Consolidated Financial Statements

a)October ~~On January 1~~31, 2011~~, the Company entered into an unsecured promissory note agreement with a related company that is controlled by a director. The Company was loaned CAD $5,382 under the agreement.~~

~~The note is interest bearing at 6% per annum commencing January 10, 2011, and repayable upon the related company completing a financing of at least $100,000~~7. If ~~the~~Commitments related company controlled by a director of the Company fails to make payment, interest will accrue at a rate of 18% per annum on the outstanding balance plus accrued interest. During the period ended July 31, 2011, the related company controlled by the director did not complete such financing.(Continued)

~~During~~b) On February 28, 2010, the ~~term~~Company ~~that~~entered into a Letter of Agreement (the ~~note~~“letter of Agreement”) with Minapharm Pharmaceuticals SAE (“Minapharm”) a company incorporated in Egypt. Minapharm is ~~outstanding~~engaged in the development and commercialization of pharmaceutical products within Egypt. Pursuant to the Letter of Agreement, the Company will ~~have~~grant Minapharm an exclusive product distribution agreement and a royalty bearing sub-license which will give Minapharm the right to ~~convert~~manufacture, market, sell or otherwise commercialize the ~~outstanding~~Company’s ~~principal~~ribavirin ~~balance~~USP hepatitis C vaccine in either formula or other form. In return, Minapharm will grant the Company the rights to exclusive product development, marketing and ~~accrued~~distribution rights and ~~unpaid~~a ~~interest~~royalty bearing license to rights to its pegylated interferon-alpha, in an active pharmaceutical ingredient or as finished final product. The Letter of Agreement also stipulates that Minapharm will make a loan to the Company to assist in its therapeutic development program. To October 31, 2011, Minapharm has not made a loan to the Company. c) On June 8, 2010, the Company entered into an Agreement with Investor Outreach Services LLC. (“IOS”) whereby IOS will introduce the Company to investors. The Company will pay IOS a cash fee equal to 5% of the gross proceeds raised, in addition to 3% of any additional funds later brought forth from the investors. Such provisions for compensation will last for a period of 3 years from the date any investor first invests in the Company. To October 31, 2011, the Company has paid or accrued $Nil to IOS. d) On June 1, 2010, the Company entered into a finder’s fee agreement with a third party consultant, whereby the consultant would assist with respect to a future financing. The term of the agreement was for a period of 6 months and the consultant was entitled to receive a finder’s fee in cash or shares, based on the total amount of ~~preferred~~equity financing received. To October 31, 2011, the consultant had not assisted with any private placement and, therefore, the Company has paid or accrued $Nil to the consultant. The Company also agreed that in the event that one or more parties introduced to the Company by the consultant during the term of the agreement completes an investment within 1 year after the termination of the agreement, then the Company agrees that the fee will continue to be due and payable. e) On July 27, 2010, the Company entered into a Securities Purchase Agreement with Tangiers Investors, LP (“Tangiers”). Under the agreement, the Company would agree to issue and sell its common stock to Tangiers for an aggregate purchase price of up to $10,000,000. The funding agreement specifies that Tangiers would purchase the ~~related~~Company’s ~~company~~stock in amounts of up to $250,000 per draw down, at the Company’s discretion over a period of 2 years. The Company was required to issue Tangiers up to $300,000 worth of restricted shares of common stock as a commitment fee (the “commitment fee shares”). In the event that Tangiers is unable to obtain at least $250,000 of value through the sale of the commitment fee shares, the Company will issue that number of ~~preferred~~shares to Tangiers that would allow Tangiers to obtain a minimum of $250,000 through the sale of the commitment fee shares. On March 1, 2011, the Company entered into a subscription agreement with Tangiers, which ~~the~~fully ~~note~~satisfied ~~will~~and beextinguished ~~converted~~the ~~may~~Securities beAgreement. ~~equal~~Pursuant to the agreement, Tangiers subscribed for 813,008 shares of common stock at $0.123 per share and 1,250,000 shares of common stock at $0.12 per share for total ~~borrowed~~proceeds ~~plus~~of ~~accrued~~$250,000. ~~interest~~In onlieu of receiving cash for issuance of shares of common stock, the ~~date~~Company has agreed to issue 2,063,008 shares of ~~conversion~~common ~~divided~~stock byto Tangiers in tranches at a market value of $0250,000 to settle the commitment fee obligation. During the period ended October 31, 2011, the Company issued 813,008 shares of common stock at a market value of $100,000 which are subject to certain escrow conditions. At October 31, 2011, the Company recorded in accounts payable and accrued liabilities $150,000 (January 31, 2011 - $250,000) which represents the Company’s obligation pursuant to the subscription agreement. Subsequent to October 31, 2011, the Company issued the additional 1,250,000 shares of common stock to Tangiers, which are also subject to certain escrow conditions. f) On October 20, 2010, the Company entered into a one year consulting agreement with Rathbourne Mercantile Ltd. ~~The~~(“Rathbourne”), ~~conversion~~whereby ~~feature~~the Company would pay Rathbourner an up-front non-refundable retainer of $50,000 (paid) and issue Securities Purchase Agreement with Tangiers Investors, LP (“Tangiers”). Under the agreement, the ,000,000 shares of the Company for services completed to October 2010. As at January 31, 2011 the Company had norecorded ~~intrinsic~~an obligation to issue shares at a market value ~~and~~at ~~accordingly~~$130,000. noThe ~~beneficial~~payments ~~conversion~~to ~~feature~~Rathbourne ~~was~~were recorded as consulting fees and are part of general and administrative expenses in the fiscal year ended January 31, 2011 (note 8). During the period ended October 31, 2011, the Company issued 1,000,000 shares to Rathbourne.

b)F-9 OnTable ~~April~~of ~~5, 2010, the Company entered into an unsecured promissory note agreement with a shareholder whereby the Company has borrowed $20,000.~~Contents

~~The~~Compass ~~note~~Biotechnologies ~~is interest bearing at 15% per annum commencing April 5, 2010, and repayable upon the Company completing a financing of at least $100,000~~Inc. ~~The~~ note is currently due and payable. If the Company fails to make payment, interest accrues at a rate of 18% per annum on the outstanding balance plus accrued interest. During the year ended January 31, 2011, the Company completed such financing and repaid $6,500, therefore the loan of $13,500 is interest bearing at 18% per annum. Included in accounts payable and accrued liabilities at July 31, 2011 is $3,439 (~~January~~formerly ~~31,~~Cyplasin ~~2011 - $2~~BioMedical,~~332)~~ ~~in accrued interest, which has been recorded in general and administrative expenses~~Ltd.)

~~During~~(A ~~the~~Development ~~term~~Stage that the note is outstanding, the shareholder will have the right to convert the outstanding principal balance and accrued and unpaid interest into shares of preferred stock. The number of preferred shares into which the note may be converted will be equal to the total outstanding amount plus accrued interest on the date of conversion divided by $0.80. The conversion feature had no intrinsic value and accordingly no beneficial conversion feature was recorded.Company)

8Notes to Consolidated Financial Statements

~~Table~~October of31, ~~Contents~~ 2011

~~Compass Biotechnologies Inc~~7. ~~(formerly~~Commitments ~~Cyplasin BioMedical, Ltd.~~(continued)

(Ag) ~~Development~~On ~~Stage~~June 9, 2009, the Company entered into a consulting agreement with a third party whereby the consultant would provide research and development activities and consulting. As consideration, the Company would pay a fee of US$12,000 per month. Effective February 2, 2010, this third party became a director of the Company. On April 14,, 2011, the Company entered into an agreement to issue restricted shares of common stock to settle debt of $268,500 with the director of the Company. As at October 31, 2011, the shares of common stock have not been issued and, accordingly, the balance remains in accounts payable and accrued liabilities. Commencing May 1, 2011, the Company will issue the number of shares of common stock equal to $12,000 per month until the Company is able to pay in cash or the director becomes an employee of the Company. To October 31, 2011, the Company has recorded an obligation to issue shares at a market value of $36,000, which has been included in consulting fees and are part of general and administrative expenses. h) On April 12, 2011, the Company entered into an agreement with a third party to issue 500,000 shares of common stock at a price of $0.20 per share pursuant to a Stock Purchase Agreement. To October 31, 2011, the Stock Purchase Agreement has not been executed and the Company has not received any funds. i) On July 1, 2011, the Company entered into a consulting agreement with a third party in consideration for the issuance of 500,000 shares of common stock. At October 31, 2011, the Company has recorded an obligation to issue shares at a market value of $45,000, which has been included as consulting fees and are part of general and administrative expenses. Subsequent to October 31, 2011, the Company issued the 500,000 shares of common stock. j) On July 5, 2011, the Company entered into a consulting agreement with a third party in consideration for the issuance of 1,500,000 shares of common stock representing a commencement bonus. At October 31, 2011, the Company has recorded an obligation to issue shares at a market value of $105,000, which has been included as consulting fees and are part of general and administrative expenses. Subsequent to October 31, 2011, the Company issued the 1,500,000 shares of common stock.

~~Notes~~8. Restatement The Company has restated its financial statements for the year ended January 31, 2011, in order to ~~Consolidated~~record ~~Financial~~the ~~Statements~~following transactions in the correct fiscal period.

~~July~~a) 31Promissory note of $5,373 ~~2011~~(Note 3); b) Commitment fee of $250,000 (Note 7); c) Obligation to issue shares for services provided in the amount of $130,000 (Note 7); and d) Obligation to issue shares for services provided in the amount of $247,000 (Note 6).

4. Common Stock

	As reported		Adjustment		As restated

Consolidated balance sheets – As at January 31, 2011
Cash	$	40,126	$	5,373	$	34,753
Promissory note		–		5,373		5,373
Accounts payable and accrued liabilities		685,682		250,000		935,682
Obligation to issue shares		113,875		377,000		490,875

Consolidated statements of operations – General and administrative expenses
6 months ended July 31, 2010	$	408,395	$	250,000	$	658,395
3 months ended July 31, 2010	$	328,241	$	250,000	$	578,241

~~The~~F-10 ~~Company~~Table ~~is authorized to issue common stock~~ of up to 100,000,000 shares, with a par value of $0.001 and up to 100,000,000 shares of preferred stock, with a par value of $0.001. The preferred shares entitle the holder to payment as a preferred creditor in the case of corporate default.Contents

~~During~~Item ~~the~~2. ~~six~~Management's ~~month~~Discussion ~~period~~and ~~ended~~Analysis ~~July~~of ~~31,~~Financial ~~2011,~~Condition ~~the~~and ~~Company~~Results ~~issued the following shares~~ of ~~common stock:~~Operations

a)FORWARD-LOOKING 1,900,000 shares of common stock at a market value of $247,000 as a commencement bonus for consulting services from a third party and 1,000,000 shares of common stock at a market value of $130,000 as consulting fees, both of which had been recorded in obligation to issue shares at January 31, 2011.STATEMENTS

b)This ~~900~~quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases,~~000~~ ~~shares~~you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of ~~common~~these ~~stock~~terms ~~for~~or ~~gross~~other ~~proceeds~~comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of ~~$90~~activity,~~000~~ performance or achievements to be materially different from any future results, ~~which~~levels ~~was~~of ~~recorded~~activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in ~~subscriptions~~the ~~received~~forward-looking atstatements ~~January~~are 31reasonable, ~~2011~~we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

cOur unaudited financial statements are stated in United States Dollars (US$) ~~628~~and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans,~~571~~ ~~shares~~estimates ofand ~~common~~beliefs. ~~stock~~Our ~~for~~actual ~~gross~~results ~~proceeds~~could ofdiffer ~~$45~~materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include,~~000~~ but are not limited to, those discussed below and elsewhere in this quarterly report.

d)In ~~300~~this quarterly report,~~000~~ ~~shares~~unless ofotherwise ~~common~~specified, ~~stock~~all todollar ~~settle~~amounts ~~debt~~are ofexpressed ~~CAD~~in ~~$22,500~~United orStates ~~USD~~dollars. All references to "US$~~23,866~~" ~~with~~refer ~~the~~to ~~President~~United ofStates ~~the~~dollars ~~Company.~~and ~~The~~all ~~shares~~references ofto "common ~~stock~~shares" ~~were~~refer ~~issued~~to atthe acommon ~~market~~shares ~~value~~in ofour ~~$23,866~~capital stock.

e)As ~~600,000~~used ~~shares~~in ofthis ~~common~~quarterly ~~stock~~report, tothe ~~settle~~terms ~~debt~~"we", ~~of $60~~"us",~~000~~ to"our" aand ~~third~~"our ~~party~~company" ~~consultant.~~mean ~~The~~Compass ~~shares~~Biotechnologies ~~were~~Inc. ~~issued~~and atour awholly ~~market~~owned ~~value of $54~~subsidiary,~~000.~~ ~~The~~unless ~~Company~~otherwise ~~recorded a gain on settlement of debt of $6,000~~indicated.

f)General ~~813,008 shares of common stock to settle accounts payable and accrued liabilities (Note 7). The shares were issued at a market value of $100,000.~~Overview

AtWe ~~July~~were ~~31,~~incorporated ~~2011~~pursuant to the laws of the State of Nevada on May 12, 2004 under the ~~Company~~name ~~has~~Glass ~~$25~~Wave Enterprises,~~247~~ Inc. Effective February 16, 2007, we changed our name to Cyplasin Biomedical Ltd. and effected a six point two (~~January~~6.2) 30for one (1) forward stock split of our authorized, ~~2011~~issued and outstanding common stock. Following our incorporation, we commenced the business, through our wholly-owned ~~$115~~subsidiary,~~247)~~ inAstro ~~subscriptions~~Nutrition ~~received~~Inc. ~~These~~, ~~subscriptions~~as ~~are~~a ~~comprised~~reseller of ~~advances~~health ~~towards~~products aand ~~private~~herbal ~~placement~~remedies. We targeted the market of ~~shares~~health food supplements and herbal remedies by catering mainly to the European and Asian markets. We disposed of ~~common~~our ~~stock~~former ~~ranging~~wholly-owned ~~from~~subsidiary, $0Astro Nutrition Inc.10 during our quarter ended July 31, 2007 and abandoned our business plan to ~~$0.17~~focus ~~per~~on ~~share~~the identification of suitable businesses with which to enter into a business opportunity or business combination.

AtOn ~~January~~February 311, ~~2011~~2007, ~~the~~we ~~Company~~entered ~~had~~into ~~recorded~~an ~~$188~~asset purchase agreement dated February 1,~~192~~ in2007 ~~deferred~~with ~~compensation~~Christian Petzelt. The asset purchase agreement contemplated our company acquiring certain intellectual property pertaining to cancer treatments, ~~which~~specifically ~~represents~~protein molecules, for potential applications in treating various cancers in exchange for the issuance by our company of 21,000,000 shares of our common stock on a post six point two (6.2) for ~~consulting~~one ~~services~~(1) forward basis. ~~During~~ ~~the~~The ~~period~~closing ~~ended~~of ~~July~~the ~~31,~~transactions ~~2011,~~contemplated in the ~~Company~~asset ~~recorded~~purchase ~~$188,192~~agreement ~~from~~and ~~deferred~~the ~~compensation~~acquisition toof ~~general~~such ~~and~~intellectual ~~administrative~~property ~~expenses~~occurred on February 15, 2007.

~~Stock~~4 ~~Options~~Table of Contents

~~The~~As ~~following~~of ~~are~~the closing date of the ~~assumptions~~asset ~~used~~purchase ~~for~~agreement on February 15, 2007, our company commenced the ~~Black-Scholes~~business ~~option~~of ~~pricing~~developing ~~model~~a novel therapeutic, recombinant protein called “Cyplasin”. On April 10, 2007, we entered into an asset purchase agreement with Bioxen Ltd., whereby we acquired a second Cyplasin patent describing a protein having anti tumor effect. Research into the Cyplasin protein structure has allowed us to ~~record~~manufacture the ~~market~~protein ~~value~~in ofthe laboratory and develop procedures for the scale up in large-scale manufacturing processes as the discovery was to be commercialized. Additional patents were filed for these various processes and some have been issued ~~stock~~in ~~options:~~various jurisdictions.

a)Prior ~~The~~to ~~Company~~the ~~calculated~~Cyplasin ~~volatility~~asset being vended into our company an aggregate of approximately $1.8 million had been spent on research and development related activities. These previous expenditures allowed for ~~stock~~our ~~options~~company to anticipate the further development of the protein molecule from discovery and ~~awards~~proof ~~using~~of ~~historical~~concept ~~volatility~~stage to a clinical development stage.

b)On April 10, 2007, we entered into an asset purchase agreement with Bioxen Ltd. to acquire certain intellectual property. The ~~Company~~closing ~~used~~of athe 0%transactions ~~forfeiture~~contemplated ~~rate~~in the asset purchase agreement and the ~~Company~~acquisition ~~does~~of ~~not~~the ~~consider~~intellectual ~~forfeitures~~property occurred on April 10, 2007. In accordance with the closing of the asset purchase agreement, we paid $100 to beBioxen ~~material~~in exchange for the acquisition by our company of such intellectual property.

c)During ~~The~~the ~~Company~~last ~~has~~part ~~not~~of 2008 as we completed our preclinical testing and analysis of Cyplasin-SC™, as a therapy for skin cancer and ~~does~~melanoma treatment it was determined the product would require additional product formulation work and additional funding would b e required in order to advance the potential product to human clinical studies. Due to the financial environment at the time and continuing forward we were not ~~intend~~successful in being able to ~~issue~~raise ~~dividends,~~the ~~therefore,~~required funds and subsequently we were unable to proceed with the ~~dividend~~Cyplasin ~~yield~~product ~~assumption~~development ison 0%our own and started looking for strategic development partners or a sale of our company via a reverse takeover (RTO) event.

d)In ~~The~~order ~~risk-free~~to ~~rate~~prepare for ~~the~~such ~~expected~~events, ~~term~~on December 23, 2008, we effected a forty (40) old for one (1) new reverse stock split of ~~the~~our authorized and issued and outstanding common stock. ~~options~~As isa ~~based~~result, onour ~~the~~authorized Ucapital decreased from 465,000,000 shares of common stock with a par value of $0.S001 to 11,625,000 shares of common stock with a par value of $0.001and ~~Treasury~~our ~~yield~~issued ~~curve~~and inoutstanding ~~effect~~shares decreased from 39,584,000 shares of common stock to 989,600 shares of common stock. The reverse stock split became effective with the Over-the-Counter Bulletin Board at the ~~time~~opening offor ~~grant~~trading on February 2, 2009 under the stock symbol “CPBM”.

9Effective November 25, 2009, the Nevada Secretary of State accepted for filing a Certificate of Amendment, wherein we effected an amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock from 11,625,000 shares to 100,000,000 shares, par value of $0.001 per share; and an amendment to our Articles of Incorporation for the alteration of our authorized share capital to authorize the issuance of up to 100,000,000 shares of preferred stock, par value of $0.001 per share, for which our directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of the shares of preferred stock.

~~Table~~On February 7, 2009, we entered into a licensing agreement with Bioxen for further development of ~~Contents~~the Cyplasin product. Under terms of the agreement, Bioxen received an exclusive license to further develop the Cyplasin product and commercialize the intellectual property and corresponding patents held by our company.

~~Compass~~In ~~Biotechnologies~~consideration ~~Inc~~of the license granted, Bioxen agreed to pay our company a 0.5% ~~(formerly~~royalty, ~~Cyplasin~~calculated ~~BioMedical~~on all gross revenue of licensed products sold by Bioxen. In addition, ~~Ltd~~Bioxen agreed to pay a non-refundable license fee of 25,000 EUR.) This fee to be due within 30 days of the completion of any corporate financing by Bioxen, in which Bioxen receives a minimum collective amount of 500,000 EUR. Bioxen also agreed to pay all current outstanding patent amounts owed by our company and all ongoing, continued, and related patent and maintenance fees owed.

(A5 ~~Development~~Table ~~Stage~~of ~~Company)~~Contents

~~Notes~~On June 9, 2009, our company entered into a consulting agreement with a third party whereby the consultant would provide research and development activities and consulting. As consideration, our company would pay a fee of US$12,000 per month. Effective February 2, 2010, this third party became a director of our company. On April 14, 2011, our company entered into an agreement to ~~Consolidated~~issue ~~Financial~~restricted ~~Statements~~shares of common stock to settle debt of $268,500 with the director of our company. As at July 31, 2011, the shares of common stock have been issued and, accordingly, the balance remains in accounts payable and accrued liabilities. Commencing May 1, 2011, our company will issue the number shares of common stock equal to $12,000 per month until our company is able to pay in cash or the director becomes an employee of our company. To July 31, 2011, our company has recorded an obligation to issue shares at a fair value of $36,000, which has been included in consulting fees and are part of general and administrative expenses.

On February 28, 2010, we entered into a letter agreement with Minapharm Pharmaceuticals SAE, wherein Minapharm has agreed to provide our company with a loan. Pursuant to the terms of the letter agreement, the loan may be converted into common stock of our company provided that Minapharm enters into a promissory note, a debt conversion agreement and a subscription agreement. Minapharm shall grant to our company a distribution agreement to market and sell a version of its pegylated interferon-alpha (PEG-IFN) product in territories where it is legally able to do so. To July 31, 2011 Minapharm has not made a loan to our company.

4On July 1, 2010, we entered into an agreement with Virionics Corporation. ~~Common~~ ~~Stock~~Virionics ~~(Continued)~~holds an exclusive worldwide license to intellectual properties, data and knowhow pertaining to hepatitis C prevention and treatment technologies and product candidates licensed from the U.S. National Institutes of Health. Pursuant to the agreement, Virionics has agreed to provide our company with a sublicense for exclusive worldwide use to make, use and commercialize hepatitis prevention and therapy products according to the terms of the license agreed upon by Virionics and the U.S. National Institutes of Health.

On ~~January~~July 3127, 2010, ~~the~~we ~~Company~~entered ~~issued~~into ~~500,000~~a ~~stock~~securities ~~options~~purchase toagreement ~~the~~with ~~President~~Tangiers ~~of the Company~~Investors, ~~pursuant to the Company’s stock option plan~~LP. ~~These~~ ~~options~~Under ~~are exercisable at a price of $0.18 for a period of five years. The company recognizes stock-based compensation costs over~~ the ~~requisite service period of the award~~agreement, ~~which~~our iscompany ~~the~~agreed ~~option~~to ~~vesting~~issue ~~term. The~~and ~~options~~sell ~~vest~~our atshares ~~a rate~~ of ~~20%~~common ~~per~~stock ~~year,~~to ~~commencing~~Tangiers ~~January~~for ~~31,~~an ~~2010. The~~aggregate ~~market~~purchase ~~value~~price of ~~these~~up ~~options at the date of grant was estimated~~ to ~~the~~ $6810,~~006 using the Black-Scholes option pricing model with an expected life of 5 years~~000, ~~a risk-free interest rate of 2~~000.~~34%,~~ aThe ~~dividend~~funding ~~yield~~agreement ofspecifies ~~0%,~~that ~~and~~Tangiers ~~expected volatility~~would ofpurchase ~~101%. These~~our company’s stock ~~options~~in ~~expire~~amounts ~~on January 31, 2014. To July 31, 2011, 200,000~~ of ~~these~~up ~~stock~~to ~~options are exercisable and the Company recognized~~ $6250,~~800~~000 ~~(January~~per ~~31,~~draw ~~2011 - $13~~down,~~600)~~ inat ~~stock-based~~our ~~compensation~~company’s ~~expense~~discretion inover ~~relation~~a toperiod ~~these vested stock options,~~ of ~~which~~two ~~$3,400~~(2) ~~was allocated to management fees and $3,400 was allocated to research and development costs~~years.

OnOur ~~April~~company ~~18,~~was ~~2011,~~required ~~the~~to ~~Company~~issue ~~issued~~Tangiers ~~1,000,000~~up ~~stock options~~ to a$300,000 ~~third~~worth ~~party consultant. These options are exercisable at a price~~ of ~~$0.07~~restricted ~~for~~shares ~~a period~~ of 60common ~~days. The Company recognizes~~ stock~~-based~~ ~~compensation~~as ~~costs~~a ~~over~~commitment ~~the~~fee ~~requisite service period of~~ (the ~~award,~~“commitment ~~which~~fee ~~is 60 days~~shares”). ~~The~~ ~~market~~In ~~value of these options at~~ the ~~date~~event ofthat ~~grant~~Tangiers ~~was~~is ~~estimated~~unable to beobtain at least $52250,~~015~~000 ~~using the Black-Scholes option pricing model with an expected life~~ of 60value ~~days,~~through athe ~~risk-free~~sale ~~interest rate~~ of ~~1%,~~the acommitment ~~dividend~~fee ~~yield of 0%~~shares, ~~and~~our ~~expected~~company ~~volatility~~will ofissue ~~105.59%.~~that Tonumber ~~July 31, 2011, 1,000,000~~ of ~~these~~shares ~~stock~~to ~~options~~Tangiers ~~are~~that ~~exercisable~~would ~~and~~allow ~~the~~Tangiers ~~Company recognized $52,015 (January 31, 2011 - $Nil) in stock-based compensation expense in relation~~ to ~~these~~obtain ~~stock~~a ~~options,~~minimum of ~~which~~ $52250,~~015~~000 ~~was~~through ~~allocated~~the tosale ~~consulting~~of ~~fees~~the incommitment ~~general~~fee ~~and administrative expenses~~shares. ~~These stock options expired, unexercised, on June 20, 2011.~~

~~Stock~~On ~~option~~March ~~transactions~~1, ~~during~~2011, our company entered into a subscription agreement with Tangiers, which fully satisfied and extinguished the ~~six~~Securities ~~months~~Agreement. Pursuant to the agreement, Tangiers subscribed for 813,008 shares of common stock at $0.123 per share and 1,250,000 shares of common stock at $0.12 per share for total proceeds of $250,000. In lieu of receiving cash for issuance of shares of common stock, our company has agreed to issue 2,063,008 shares of common stock to Tangiers in tranches at a market value of $250,000 to settle the commitment fee obligation. During the period ended July 31, 2011, ~~were~~our ascompany ~~follows:~~issued 813,008 shares of common stock at a market value of $100,000 which are subject to certain escrow conditions. At July 31, 2011, our company recorded in accounts payable and accrued liabilities $150,000 (January 31, 2011 - $250,000) which represents our company’s obligation pursuant to the subscription agreement.

Balance, January 31, 2010 and 2011	504,000
Granted	1,000,000
Expired	(1,004,000	)
Balance, July 31, 2011 – Outstanding	500,000
Balance, July 31, 2011 - Exercisable	500,000

Table of Contents

5On October 20, 2010, we entered into a one year consulting agreement with Rathbourne Mercantile Ltd. ~~Related~~, ~~Party~~which ~~Transactions~~was subsequently amended on October 26, 2010, whereby our company would pay Rathbourne an up-front non-refundable retainer of $50,000 and issue 1,000,000 shares of our company for services completed to October 2010. As at July 31, 2011 our company has recorded an obligation to issue shares at a fair value at $130,000 (January 31, 2011 - $130,000) and has paid the non-refundable retainer. The payments to Rathbourne were recorded as consulting fees and are part of general and administrative expenses. During the period ended July 31, 2011, our company issued 1,000,000 shares to Rathbourne.

~~During~~On December 27, 2010, we entered into an asset assignment agreement with Dr. Joseph Sinkule, wherein Dr. Sinkule agreed to assign to our company certain therapeutic products licensed from the ~~six~~Public ~~month~~Health ~~period~~Services ~~ended~~of ~~July~~the 31National Institute of Health in Bethesda, ~~2011:~~Maryland. We issued 3,680,000 shares of our common stock with a fair value of $0.17 per share as consideration for the license assignment.

a)In ~~the~~February ~~President~~2011 ofwe changed the ~~Company~~name ~~received a management consulting fee~~ of ~~$74,182~~our ~~(July~~wholly ~~31,~~owned ~~2010~~private -Canadian ~~$65,286),~~subsidiary offrom ~~which~~Cyplasin ~~$37,091~~Oncoscience ~~has been recorded as management fees and $37~~Inc.,~~091~~ asto aC-Pharma ~~research and development;~~Inc.

b)On aMarch ~~director~~29, of2011, ~~the~~we ~~Company~~changed ~~received~~our aname ~~consulting~~from ~~fee~~Cyplasin ofBiomedical ~~$72,000~~Ltd. ~~(July~~to 31Compass Biotechnologies Inc., ~~2010~~by way of a merger with our wholly-owned ~~$Nil)~~subsidiary Compass Biotechnologies Inc. which ~~has~~was ~~been~~formed ~~recorded~~solely asfor ~~general~~the ~~and~~purpose ~~administrative~~of ~~expenses;~~the change of name. We changed our name to better reflect a new business direction for our company.

c)On ~~the~~July ~~Company~~1, ~~settled~~2011, ~~debt~~we ~~with~~entered into a ~~director~~consulting ofagreement ~~the~~with ~~Company~~Mr. Rick Shykora in consideration for the ~~amount~~issuance of ~~$23~~500,~~866~~000 (shares of common stock. At July 31, ~~2010~~2011, -the ~~$Nil)~~Company ~~through~~has ~~the~~recorded ~~issuance~~an ofobligation to issue shares ofat ~~common~~a ~~stock~~market ~~(July~~value 31of $45,000, ~~2010~~which -has ~~$Nil)~~been included as consulting fees and are part of general and administrative expenses.

10On July 5, 2011, we entered into a consulting agreement with Paradigm in consideration for the issuance of 1,500,000 shares of common stock representing a commencement bonus. At July 31, 2011, our company has recorded an obligation to issue shares at a market value of $105,000, which has been included as consulting fees and are part of general and administrative expenses.

~~Table~~On August 19, 2011, we entered into a $50,000 convertible promissory note with Asher Enterprises, Inc., an arms-length Delaware corporation. The principal is interest bearing at a rate of ~~Contents~~8% per annum. Our 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 our 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 our company and Asher. In the event that our 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 our 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. Our company may not prepay the note in whole or part.

~~Compass~~7 ~~Biotechnologies~~Table ~~Inc.~~of ~~(formerly Cyplasin BioMedical, Ltd.)~~Contents

(AOn ~~Development~~August ~~Stage~~19, ~~Company)~~2011, we entered into a $2,500 promissory note with an arms-length individual. The note bears interest at a rate of 13% per annum. Our 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.

~~Notes~~On August 24, 2011, we entered into a $2,500 promissory note with an arms-length individual. The note bears interest at a rate of 13% per annum. Our company is obligated to ~~Consolidated~~repay ~~Financial~~the ~~Statements~~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.

~~July~~Other 31than as set out herein, ~~2011~~we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

~~5. Related~~Our ~~Party~~Current ~~Transactions (Continued)~~Business

AsUntil atour ~~July~~year ended January 31, ~~2011~~2009, ~~$351,512~~we ~~(January~~were ~~31,~~a ~~2011~~company -focused ~~$321~~on developing a novel therapeutic, ~~913)~~recombinant ~~was~~protein ~~due~~called to“Cyplasin”. ~~related~~During ~~parties~~the last part of 2008 and ~~recorded~~early in2009 ~~accounts~~as ~~payable~~we ~~and~~completed ~~accrued~~our ~~liabilities~~preclinical testing and ~~$5,633~~analysis ~~(January~~of 31Cyplasin-SC™, ~~2011~~as -a ~~$5,373)~~therapy isfor ~~due~~skin ~~from~~cancer aand ~~company~~melanoma ~~controlled~~treatment byit awas ~~director~~determined of the ~~Company~~product ~~(Note~~would ~~3).~~require Asadditional atproduct ~~July~~formulation ~~31,~~work ~~2011,~~and ~~$36,000~~additional ~~(January~~funding ~~31,~~would ~~2011~~be -required ~~$Nil)~~in ~~was~~order ~~recorded~~to inadvance ~~obligation~~the potential product to ~~issue~~human ~~shares~~clinical ~~for~~studies. ~~shares~~Subsequently ofit ~~common~~was ~~stock~~determined ~~issuable~~that tothe aproject ~~director~~should not continue and in early 2010 we completed the transfer of the ~~Company~~project ~~for~~back ~~consulting~~to ~~fees~~Bioxen, ~~(Note~~the 7)original owners of the IP.

~~All~~In ~~related~~January ~~party~~2010 ~~transactions~~we ~~are~~were inassigned an exclusive worldwide license from the ~~normal~~National ~~course~~Institutes of ~~operations~~Health ~~and~~(NIH) ~~are~~for ~~measured~~a attechnology ~~the~~based ~~exchange~~on ~~amount,~~using ~~which~~virus islike ~~the~~particles ~~amount~~(VLPs) ofto ~~consideration~~produce ~~established~~vaccines. ~~and~~The ~~agreed~~first license we decided to bydevelop was to use the ~~related~~VLP ~~parties~~technology to develop a vaccine for Hepatitis C. ~~Unless~~ ~~otherwise~~We ~~noted~~also ~~related~~decided ~~party~~to ~~amounts~~develop ~~are~~generic ~~unsecured,~~products ~~bear~~using nodifferent ~~interest~~formulations off the off patent drugs Ribavirin and ~~have~~alpha nointerferon. ~~fixed~~These ~~terms~~two drugs are the current standard of ~~repayment~~care for Hepatitis C and represent a global US$2 billion a year market.

6In addition to these two generic drugs we became aware of other similar projects for drug development not related to Hepatitis C. ~~Supplemental~~ ~~Cash~~Thus ~~Flow~~in ~~Information~~February of 2011 we out-licensed the VLP vaccine project and the two Hepatitis C generic drugs to our wholly owned private Canadian subsidiary Cyplasin Oncoscience Inc and then renamed the Canadian subsidiary to C-Pharma Inc. to better reflect the subsidiary’s corporate mission. C-Pharma is now charged with the development of the Hepatitis C products and also to expand the pipeline of products to develop a Hepatitis franchise.

Accumulated From February 15, 2007 (Date of reporting as a development stage company) to July 31, 2011

Six Month Period Ended July 31, 2011

Six Month Period Ended July 31, 2010

Cash paid for Interest

–

Cash paid for income taxes

–

Obligation to issue shares of common stock for acquisition of licenses

85,000

–

Issue shares of common stock for acquisition of licenses

540,600

–

Obligation to issue shares of common stock for consulting services

405,875

377,000

–

Royalties recorded in accounts payable and accrued liabilities

27,500

–

Finder’s fee shares

82,000

–

Finder’s fees recorded in accounts payable and accrued liabilities

114,346

–

Reclassification of prepaids to common stock

–

22,108

Reclassification of accounts payable and accrued liabilities to obligation to issue shares

36,000

–

Issuance of shares of common stock for consulting services recorded in deferred compensation

80,826

–

Subscriptions receivable for share issued

10,200

–

Issue share for debt

177,865

–

Reclassification of subscriptions received to common stock

90,000

153,480

This left our company to pursue the development of generic, biosimiliar and biobetter drug products. Generic drugs are duplicates of small molecule or chemical compounds and are well established in the pharmaceutical industry. Biosimiliars are protein drugs which are close duplicates of the originally marketed protein drug but are not exact replicas. The European Union and other countries have a regulatory approval process in place to allow these biosimiliar drugs to be marketed. The USA and Canada are expected to have a similar approval process in place shortly. Biobetter drugs use existing protein drugs and through modifications to these protein drugs add value and new intellectual properties. A "biobetter" is a biopharmaceutical product that is a copy of an existing product but is designed to have superior efficacy, safety, or improved drug delivery characteristics compared to the original product. Biobetter drugs are subject to full clinical trials but the cost, time and risk in getting them to market are lower; as the base component of the drug (the protein component) is already well known, characterized and accepted by regulatory agencies like the US Food and Drug Administration (FDA). Markets and their sizes are already established.

118 Table of Contents

~~Table~~We are now focused on the development and commercialization of ~~Contents~~generic, biosimiliar and biobetter products. Our subsidiary, C-Pharma Inc., will continue to develop the Hepatitis C project our company was previously focused on.

~~Compass~~Research ~~Biotechnologies~~and ~~Inc. (formerly Cyplasin BioMedical, Ltd.)~~Development

(AWe ~~Development~~are ~~Stage~~a ~~Company)~~biotechnology development stage company and have not generated any revenues from our technologies. We believe, however, that there are opportunities to discover and develop effective and cost-effective treatments for the VLP technology licensed via the NIH for Hepatitis C. In addition to developing a vaccine for Hepatitis C, we anticipate to be able to develop generic Hepatitis C therapeutic drugs which we can market and generate revenue from. The focus of our company will be to develop protein based biosimiliar and biobetter drugs.

~~Notes~~During our quarter ended October 31, 2011 we expended $58,469 on research and development costs, compared to ~~Consolidated~~$49,116 ~~Financial~~during ~~Statements~~the quarter ended October 31, 2010.

~~July~~Intellectual ~~31, 2011~~property

7We currently own and operate the registered internet domain http://www. ~~Commitments~~c-pharma.net/. We rely on a combination of patents and licenses to establish and protect our proprietary rights. We intend to require our customers to enter into confidentiality and nondisclosure agreements before we disclose any sensitive aspects of our technologies or strategic plans, and it is our policy to enter into proprietary information agreements with employees and consultants. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology. It is difficult to monitor unauthorized use of technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as laws in the United States, Canada and Europe. In addition, our competitors may independently develop technologies similar to ours. Our precautions may not prevent misappropriation or infringement of our intellectual property.

a)We Oncurrently ~~July~~have ~~14, 2009,~~ the ~~Company~~rights ~~had~~to ~~entered into a service agreement with Moody Capital Solutions, Inc. (“Moody”) whereby Moody would serve as an investment banker and placement agency for~~ the ~~Company.~~following ~~The~~patents ~~term~~in of the ~~agreement~~US ~~was until November 10, 2009~~ and ~~Moody was entitled to receive $8,000 ($4,000 paid, $4,000 accrued); and issued 210,000 restricted shares of common stock with a market value of $28,875 which have been recorded~~ in ~~obligation~~Europe ~~to issue shares. To July 31, 2011 and 2010, Moody had not assisted~~ with ~~any~~other ~~private~~territories: ~~placement and, therefore, all fees have been allocated to consulting fees which are recorded in general and administrative expenses.~~

~~Upon~~Patent(s) ~~closing the placement of shares of common~~ or ~~preferred~~Patent stock and any convertible or redeemable debt, Moody was entitled to receive 10% of the principal amount raised at each closing and 10% warrant coverage for any equity or sub-debt placed. The warrants will be exercisable at 10% above the offering or conversion price, have piggyback registration rights and exercisable for a period of 5 years. Should the Company be sold during the term of the agreement, Moody will receive a break-up fee of $100,000. The Company also agrees that if Moody or any affiliate with over 50% control by Moody introduces the Company, during the term of the agreement or within three years from the termination date, to equity or debt financing, the Company will pay the fees as stated above.Application(s):

b)entitled On"Synthesis ~~February~~and ~~28,~~Purification ~~2010, the Company entered into a Letter~~ of ~~Agreement~~Hepatitis ~~(the~~C ~~“letter~~Virus-Like ofparticles" ~~Agreement”) with Minapharm Pharmaceuticals SAE~~ (~~“Minapharm”)~~PHS ~~a company incorporated in Egypt~~Ref. ~~Minapharm is engaged in the development and commercialization of pharmaceutical products within Egypt~~E-009-1997/0).

Pursuant to the Letter of Agreement, the Company will grant Minapharm an exclusive product distribution agreement and a royalty bearing sub-license which will give Minapharm the right to manufacture, market, sell or otherwise commercialize the Company’s ribavirin USP hepatitis C vaccine in either formula or other form. In return, Minapharm will grant the Company the rights to exclusive product development, marketing and distribution rights and a royalty bearing license to rights to its pegylated interferon-alpha, in an active pharmaceutical ingredient or as finished final product. The Letter of Agreement also stipulates that Minapharm will make a loan to the Company to assist in its therapeutic development program. To July 31, 2011, Minapharm has not made a loan to the Company.

Serial Number	Country	Filing Date	Issue Date	Status	Patent Number
09/296,441	U.S.A.	04/21/1999	05/14/2002	Issued	6,387,662
23479/97	Australia	03/25/1997	01/03/2002	Issued	738585
9791652.6	EPO	03/25/1997	--	Pending	--
10-522521	Japan	03/25/1997	--	Pending	--
2269097	Canada	03/25/1997	--	Pending	--

c)No Onassurance ~~June~~can 8,be ~~2010,~~given ~~the~~that ~~Company~~any ~~entered~~patents ~~into~~based anon ~~Agreement~~pending ~~with~~patent ~~Investor~~applications ~~Outreach~~or ~~Services~~any ~~LLC.~~future ~~(“IOS”)~~patent ~~whereby~~applications ~~IOS~~by us, or any future licensors, will ~~introduce~~be issued, that the ~~Company~~scope toof ~~investors.~~any ~~The~~patent ~~Company~~protection will ~~pay~~exclude ~~IOS~~competitors aor ~~cash~~provide ~~fee~~competitive ~~equal~~advantages to 5%us, that any of the ~~gross~~provisional ~~proceeds~~patent ~~raised,~~applications inthat ~~addition~~have tobeen 3%or ofmay ~~any~~be ~~additional~~issued ~~funds~~to ~~later~~us ~~brought~~will ~~forth~~be ~~from~~held ~~the~~valid ~~investors.~~if ~~Such~~subsequently ~~provisions~~challenged ~~for~~or ~~compensation~~that others will ~~last~~not ~~for~~claim arights ~~period~~in or ownership of 3the ~~years~~provisional ~~from~~patent ~~the~~applications ~~date~~and ~~any~~other ~~investor~~proprietary ~~first~~rights ~~invests~~held inor ~~the~~licensed ~~Company~~by us. ToFurthermore, ~~July~~there ~~31,~~can ~~2011~~be no ~~funds~~assurance that others have ~~been~~not ~~raised~~developed byor ~~IOS~~will ~~and~~not ~~the~~develop ~~Company~~similar ~~has~~products, ~~paid~~duplicate any of our technology or ~~accrued~~design ~~$Nil~~around any patents that may be issued to ~~IOS~~us.

d)9 OnTable ~~June 1, 2010, the Company entered into a finder’s fee agreement with a third party consultant, whereby the consultant would assist with respect to a future financing. The term~~ of the agreement was for a period of 6 months and the consultant was entitled to receive a finder’s fee in cash or shares, based on the total amount of equity financing received. To July 31, 2011, the consultant had not assisted with any private placement and, therefore, the Company has paid or accrued $Nil to the consultant.Contents

~~The~~Our ~~Company~~success will also ~~agreed~~depend ~~that~~ in part on our ability to commercialize our technology without infringing the ~~event~~proprietary rights of others. While we have conducted freedom of use patent searches no assurance can be given that ~~one~~patents do not exist or ~~more~~could ~~parties~~not ~~introduced~~be filed which would have an adverse affect on our ability to ~~the~~market ~~Company~~our technology or maintain our competitive position with respect to our technology. If our technologies or subject matter are claimed under other existing United States or foreign patents or are otherwise protected by ~~the~~third ~~consultant~~party ~~during~~proprietary ~~the~~rights, ~~term~~we ofmay ~~the~~be ~~agreement~~subject ~~completes~~to aninfringement ~~investment~~actions. ~~within~~In 1such ~~year~~event, ~~after~~we may challenge the ~~termination~~validity of ~~the~~such ~~agreement,~~patents ~~then~~or ~~the~~other ~~Company~~proprietary ~~agrees~~rights ~~that~~or ~~the~~we ~~fee~~may ~~will~~be ~~continue~~required to beobtain ~~due~~licenses ~~and~~from ~~payable~~such companies in order to develop, manufacture or market our technology.

12There can be no assurances that we will be able to obtain such licenses or that such licenses, if available, may be obtained on commercially reasonable terms. Furthermore, the failure to either develop a commercially viable alternative or obtain such licenses may result in delays in marketing our proposed technology or the inability to proceed with the development, manufacture or sale of products requiring such licenses, which may have a material adverse affect on our business, financial condition and results of operations. If we are required to defend ourselves against charges of patent infringement or to protect our proprietary rights against third parties, substantial costs will be incurred regardless of whether we are successful. Such proceedings are typically protracted with no certainty of success. An adverse outcome could subject us to significant liabilities to third parties and force us to curtail or cease our development and commercialization of our technology.

~~Table~~Results of ~~Contents~~ Operations

~~Compass~~As ~~Biotechnologies~~a ~~Inc.~~result ~~(formerly~~of ~~Cyplasin~~a ~~BioMedical~~review of our company’s significant transactions, ~~Ltd~~in preparing for our three and nine month period ended October 31, 2011, we identified certain errors that have a significant impact on our previously issued financial information contained in our Forms 10-K for the year ended January 31, 2011.)

(AIn ~~Development~~performing ~~Stage~~these ~~Company)~~reviews our company discovered that certain transactions were not properly accounted for. We have restated our financial statements for the year ended January 31, 2011, in order to record the following transactions in the correct fiscal period, with the result being a corresponding increase in our loss for the year.

~~Notes~~· Promissory note of $5,373; · Commitment fee of $250,000; · Obligation to ~~Consolidated~~issue ~~Financial~~shares ~~Statements~~for services provided in the amount of $130,000; and · Obligation to issue shares for services provided in the amount of $247,000.

~~July~~Three month Summary ending October 31, 2011 and 2010

7. Commitments (Continued)

	Three Months Ended October 31,
	2011			2010
Revenue	$	Nil		$	Nil
Operating Expenses	$	215,990		$	120,113
Gain (loss) on settlement of debt	$	Nil		$	Nil
Consulting income	$	Nil		$	Nil
Write-off of accounts receivable	$	Nil		$	Nil
Net Loss	$	(215,990	)	$	(120,113	)

e) On July 27, 2010, the Company had entered into a Securities Purchase Agreement (the “Securities Agreement”) with Tangiers Investors, LP (“Tangiers”). Under the agreement, the Company agreed to issue and sell its common stock to Tangiers for an aggregate purchase price of up to $10~~,000,000.~~ ~~The~~Table ~~funding agreement specified that Tangiers would purchase the Company’s stock in amounts~~ of ~~up to $250,000 per draw down, at the Company’s discretion over a period of 2 years.~~Contents

The Company was required to issue Tangiers up to $300,000 worth of restricted shares of common stock as a commitment fee (the “commitment fee shares”). In the event that Tangiers is unable to obtain at least $250,000 of value through the sale of the commitment fee shares, the Company will issue that number of shares to Tangiers that would allow Tangiers to obtain a minimum of $250,000 through the sale of the commitment fee shares.Expenses

OnOur ~~March~~operating 1,expenses ~~2011, the Company entered into a subscription agreement with Tangiers, which fully satisfied and extinguished the Securities Agreement. Pursuant to the agreement, Tangiers subscribed~~ for 813,008 shares of common stock at $0.123 per share and 1,250,000 shares of common stock at $0.12 per share for total proceeds of $250,000. In lieu of receiving cash for issuance of shares of common stock, the ~~Company~~three ~~has~~month ~~agreed~~periods ~~to issue 2,063,008 shares of common stock to Tangiers in tranches at a market value of $250,000 to settle the commitment fee obligation. During the period~~ ended ~~July~~October 31, 2011, ~~the~~and ~~Company~~2010 ~~issued 813,008 shares of common stock at a market value of $100,000 which~~ are ~~subject to~~outlined ~~certain escrow conditions. At July 31, 2011, the Company recorded~~ in ~~accounts payable and accrued liabilities $150,000 (January 31, 2011 - $250,000) which represents~~ the ~~Company’s~~table obligation pursuant to the subscription agreement. Subsequent to July 31, 2011, the Company issued the additional 1,250,000 shares of common stock to Tangiers, which are also subject to certain escrow conditions.below

f) On October 20, 2010, the Company entered into a one year consulting agreement with Rathbourne Mercantile Ltd. (“Rathbourne”), whereby the Company would pay Rathbourne an up-front non-refundable retainer of $50,000 (paid) and issue 1,000,000 shares of the Company for services completed to October 2010. As at January 31, 2011 the Company had recorded an obligation to issue shares at a market value at $130,000. The payments to Rathbourne were recorded as consulting fees and are part of general and administrative expenses in the fiscal year ended January 31, 2011 (Note 8). During the period ended July 31, 2011, the Company issued 1,000,000 shares to Rathbourne.

	Three Months Ended October 31,
	2011		2010
Amortization	$	19,342	$	Nil
General and administrative	$	160,692	$	87,167
Management fees	$	17,978	$	16,473
Research and development	$	17,978	$	16,473

g)Operating Onexpenses ~~June~~for ~~9, 2009,~~ the ~~Company~~three ~~entered~~months ~~into~~ended October a consulting agreement with a third party whereby the consultant would provide research and development activities and consulting. As consideration, the Company would pay a fee of US$12,000 per month. Effective February 2, 2010, this third party became a director of the Company. On April 14,, 2011, the Company entered into an agreement to issue restricted shares of common stock to settle debt of $268,500 with the director of the Company. As at July 31, 2011, ~~the~~increased ~~shares~~as ofcompared common stock have not been issued and, accordingly, the balance remains in accounts payable and accrued liabilities. Commencing May 1, 2011, the Company will issue the number of shares of common stock equal to ~~$12,000 per month until~~ the ~~Company~~comparative isperiod ~~able to pay~~ in ~~cash~~2010 orprimarily ~~the~~as ~~director~~a ~~becomes~~result ~~an employee~~ of ~~the~~increased ~~Company. To July 31~~amortization, ~~2011,~~general ~~the~~and ~~Company~~administrative ~~has recorded an obligation to issue shares at a market value of $36~~expenses,~~000,~~ ~~which~~management ~~has been included in consulting~~ fees and ~~are~~research ~~part of general~~ and ~~administrative~~development expenses.

h)Nine Onmonth ~~April~~Summary ~~12,~~ending ~~2011,~~October ~~the Company entered into an agreement with a third party to issue 500,000 shares of common stock at a price of $0.20 per share pursuant to a Stock Purchase Agreement. To July~~ 31, 2011, ~~the Stock Purchase Agreement has not been executed~~ and ~~the Company has not received any funds.~~2010

i) On July 1, 2011, the Company entered into a consulting agreement with a third party in consideration for the issuance of 500,000 shares of common stock. At July 31, 2011, the Company has recorded an obligation to issue shares at a market value of $45,000, which has been included as consulting fees and are part of general and administrative expenses. Subsequent to July 31, 2011, the Company issued the 500,000 shares of common stock.

Nine Months Ended
October 31,

2011

2010

Revenue

$
Nil

$
Nil

Operating Expenses

$ 907,761

$ (593,794 )
(Gain) loss on settlement of debt

$ (6,000 )

$
Nil

Consulting income

$ 25,000

$
Nil

Write-off of accounts receivable

$ 5,735

$ 70,953

Net Loss

$ (882,496 )

(664,747 )

j) On July 5, 2011, the Company entered into a consulting agreement with a third party in consideration for the issuance of 1,500,000 shares of common stock representing a commencement bonus. At July 31, 2011, the Company has recorded an obligation to issue shares at a market value of $105,000, which has been included as consulting fees and are part of general and administrative expenses. Subsequent to July 31, 2011, the Company issued the 1,500,000 shares of common stock.Expenses

13Our operating expenses for the nine month periods ended October 31, 2011 and 2010 are outlined in the table below:

Table of Contents

	Nine Months Ended October 31,
	2011		2010

Amortization	$	58,238	$	Nil
General and administrative	$	732,585	$	495,562
Management fees	$	58,469	$	49,116
Research and development	$	58,469	$	49,116

~~Compass~~Operating ~~Biotechnologies~~expenses ~~Inc.~~for ~~(formerly~~the ~~Cyplasin~~nine ~~BioMedical~~months ended October 31, ~~Ltd~~2011, increased as compared to the comparative period in 2010 primarily as a result of increased amortization, general and administrative expenses, management fees and research and development expenses.)

~~(A Development Stage Company)~~Revenue

~~Notes~~We tohave ~~Consolidated~~not ~~Financial~~earned ~~Statements~~any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.

~~July~~11 ~~31,~~Table ~~2011~~of Contents

~~8. Restatement~~Equity Compensation

~~The~~On ~~Company~~March ~~has~~31, ~~restated~~2007 ~~its~~our ~~financial~~board ~~statements~~of ~~for~~directors approved our 2007 stock option plan. Under the ~~year~~2007 ~~ended~~stock ~~January~~option 31plan, ~~2011,~~options inmay ~~order~~be granted only to ~~record~~our ~~the~~directors, ~~following~~officers, ~~transactions~~employees inand consultants as determined by our board of directors. Pursuant to the ~~correct~~stock ~~fiscal~~option ~~period~~plan, we reserved for issuance 75,000 post split shares of our common stock.

~~a) Promissory~~Liquidity ~~note~~and ofFinancial ~~$5,373 (Note 3);~~Condition

b) Commitment fee of $250,000 (Note 7);

Working Capital	At October 31,			At January 31,			Percentage
	2011			2011			Increase/Decrease

Current Assets	$	64,941		$	121,993			(46.7	%)
Current Liabilities	$	964,397		$	949,182			1.6	%
Working Capital	$	(899,456	)		(827,189	)		1.08	%

c) Obligation to issue shares for services provided in the amount of $130,000 (Note 7); and

Cash Flows
	As at			As at
	October 31,			October 31,
	2011			2010

Net Cash Provided by (Used in) Operating Activities	$	(251,833	)		(236,955	)
Net Cash Provided by (Used In) Investing Activities	$	Nil		$	Nil
Net Cash Provided by Financing Activities	$	217,152			315,797
Effect of Exchange Rate Changes	$	(2,348	)	$	(2,220	)
Increase (Decrease) In Cash During The Period	$	(34,659	)		76,622

~~d) Obligation~~As toof ~~issue~~October ~~shares~~31, ~~for~~2011, ~~services~~our ~~provided~~company inhad ~~the~~working ~~amount~~capital deficit of $~~247~~882,496. In the next twelve months we anticipate spending $360,000 ~~(Note~~on 6)management fees, $250,000 on general and administrative expenses and $1,180,000 on research and development. Our cash on hand at October 31, 2011 was $94.00. We plan to raise additional capital required to meet immediate short- term needs and to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities.

~~The~~We ~~effect~~are not aware of ~~these~~any ~~restatements~~known istrends, asdemands, ~~follows:~~commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

	As reported		Adjustment		As restated
Consolidated balance sheet – As at January 31, 2011
Cash	$	40,126	$	5,373	$	34,753
Promissory note		–		5,373		5,373
Accounts payable and accrued liabilities		685,682		250,000		935,682
Obligation to issue shares		113,875		377,000		490,875
Consolidated statements of operations – General and administrative expenses
6 months ended July 31, 2010	$	408,395	$	250,000	$	658,395
3 months ended July 31, 2010		328,241		250,000		578,241

Future Financings

9We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $1,790,000 over the next 12 months to pay for our ongoing operating expenses. ~~Subsequent~~ ~~Events~~These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

a)We Onanticipate ~~August~~continuing 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~~rely 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~~equity ~~15,~~sales ~~2012 and ending on the maturity date, in respect~~ of ~~the~~our ~~remaining~~common ~~outstanding~~stock ~~principal amount~~ in ~~entirety~~order orto ~~part,~~continue atto afund ~~variable~~our ~~conversion~~business ~~price~~operations. ofIssuances ~~58% multiplied by the market price, being the average~~ of ~~the~~additional ~~lowest 3 trading prices for the Company’s~~ shares ofwill ~~common~~result ~~stock~~in ~~during~~dilution ato 10our ~~day~~existing ~~trading period~~stockholders. IfThere ~~the~~is ~~trading~~no ~~price~~assurance ~~cannot be calculated, a trading price shall be the market value as mutually determined by the Company and Asher. In the event~~ that ~~the~~we ~~Company~~will ~~makes~~achieve ~~an announcement to consolidate or merge with~~ any ~~other~~additional ~~corporation,~~sales ~~sell or transfer substantially all~~ of ~~its~~our ~~assets~~equity orsecurities ~~any person, group~~ or ~~entity~~arrange ~~announces~~for adebt ~~tender offer to purchase 50%~~ or ~~more~~other offinancing ~~the Company’s common stock, the conversion price shall be adjusted on such announcement day~~ to befund ~~equal~~our toplanned ~~the~~business ~~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~~activities. ~~The Company may not prepay the Note in whole or part.~~

1412 Table of Contents

~~Table~~Other than as described below, we presently do not have any arrangements for additional financing and no potential lines of ~~Contents~~credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Compass Biotechnologies Inc. (formerly Cyplasin BioMedical, Ltd.)

Estimated Expenses for the Next Twelve Month Period
Operating Expenses
Management and Consulting	$	360,000
Research and Development		1,180,000
General and Administrative		250,000
Total	$	1,790,000

(ADue ~~Development~~to ~~Stage~~the ~~Company)~~uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended January 31, 2011, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

~~Notes~~As a result, there will also be substantial doubt about our ability to ~~Consolidated~~continue ~~Financial~~as ~~Statements~~a going concern as the continuation of our business will be dependent upon obtaining further financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of the stockholders who will be receiving our shares in the spin off. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

~~July~~There 31are no assurances that we will be able to obtain further funds required for our continued operations. We intend to pursue various financing alternatives to meet our immediate and long- term financial requirements, ~~2011~~which we anticipate will consist of further private placements of our equity securities or shareholder loans. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they become due and we will be forced to further scale down or perhaps even cease operations.

9As noted, we are pursuing various financing alternatives to meet our immediate and long -term financial requirements, which we anticipate will consist of further private placements of equity securities, advances from related parties or shareholder loans. ~~Subsequent~~ ~~Events~~We ~~(Continued)~~plan to rely on shareholder loans and private placements to meet our short term cash requirements. We have not entered into any definitive agreements with any shareholders or related parties for the provision of loans or advances. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

b)Contractual 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.Obligations

c)As ~~On August 24, 2011, the Company entered into~~ a ~~$2,500~~“smaller ~~Promissory~~reporting ~~Note (the “Note~~company”), ~~with~~we anare ~~arms~~not ~~length~~required ~~individual. The Note bears interest at a rate of 13% per annum. The Company is obligated~~ to ~~repay~~provide ~~the~~tabular ~~Principal~~disclosure ~~with any interest upon demand~~obligations. ~~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)Going 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.Concern

15We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.

13 Table of Contents

~~Item~~Off-Balance ~~2. Management's~~Sheet ~~Discussion and Analysis of Financial Condition and Results of Operations~~Arrangements

~~FORWARD~~We have no off-~~LOOKING~~balance ~~STATEMENTS~~sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

~~This~~Critical ~~quarterly~~Accounting ~~report~~Policies contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

~~Our~~The ~~unaudited~~discussion ~~financial~~and ~~statements~~analysis ~~are~~of ~~stated~~our infinancial ~~United~~condition ~~States~~and ~~Dollars~~results ~~(US$)~~of ~~and~~operations are ~~prepared~~based inupon ~~accordance~~our ~~with~~financialstatements, ~~United~~which ~~States~~have ~~Generally~~been ~~Accepted~~prepared ~~Accounting~~in ~~Principles.~~accordance ~~The~~with ~~following~~the ~~discussion~~accounting ~~should~~principles begenerally ~~read~~accepted in ~~conjunction~~the ~~with~~United ~~our~~States ~~financial~~of ~~statements~~America. ~~and~~Preparing ~~the~~financial ~~related~~statements ~~notes~~requires ~~that~~management ~~appear~~to ~~elsewhere~~make inestimates ~~this~~and ~~quarterly~~assumptions ~~report.~~that ~~The~~affect ~~following~~the ~~discussion~~reported ~~contains~~amounts ~~forward-looking~~of ~~statements~~assets, ~~that~~liabilities, ~~reflect~~revenue, ~~our~~and ~~plans,~~expenses. These estimates and ~~beliefs.~~assumptions ~~Our~~are ~~actual~~affected ~~results~~by ~~could~~management’s ~~differ~~application ~~materially~~of ~~from~~accounting ~~those~~policies. ~~discussed~~We inbelieve ~~the~~that ~~forward~~understanding ~~looking~~the ~~statements.~~basis ~~Factors~~and ~~that~~nature ~~could~~of ~~cause~~the orestimates ~~contribute~~and toassumptions ~~such~~involved ~~differences~~with ~~include,~~the ~~but~~following ~~are~~aspects ~~not~~of ~~limited~~our ~~to,~~financial ~~those~~statements ~~discussed~~is ~~below~~critical ~~and~~to ~~elsewhere~~an inunderstanding ~~this~~of ~~quarterly~~our ~~report~~financial statements.

InBasis ~~this~~of quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock.Presentation

AsThe ~~used~~consolidated unaudited financial statements and notes are presented in ~~this~~accordance ~~quarterly~~with ~~report,~~accounting principles generally accepted in the ~~terms~~United ~~"we",~~States ~~"us",~~(“U.S. ~~"our"~~GAAP”) and ~~"our~~are ~~company"~~expressed ~~mean~~in ~~Compass~~US ~~Biotechnologies Inc~~dollars. ~~and~~Our ~~our~~company’s ~~wholly~~fiscal ~~owned~~year ~~subsidiary,~~end ~~unless~~is ~~otherwise~~January ~~indicated~~31.

~~General~~Use ~~Overview~~of Estimates

WeThe ~~were~~preparation ~~incorporated pursuant to the laws~~ of ~~the~~financial ~~State~~statements ofin ~~Nevada~~conformity onwith ~~May 12, 2004 under the name Glass Wave Enterprises, Inc~~U.S. ~~Effective~~GAAP ~~February~~requires ~~16,~~management ~~2007, we changed our name~~ to ~~Cyplasin~~make ~~Biomedical~~estimates ~~Ltd.~~ and ~~effected~~assumptions athat ~~six~~affect ~~point~~the ~~two~~reported ~~(6.2)~~amounts ~~for~~of ~~one~~assets ~~(1)~~and ~~forward~~liabilities ~~stock~~and ~~split~~disclosure of ~~our~~contingent ~~authorized,~~assets ~~issued~~ and ~~outstanding~~liabilities ~~common~~and ~~stock. Following our incorporation, we commenced~~ the ~~business,~~reported ~~through~~amounts ~~our~~of ~~wholly-owned~~revenues ~~subsidiary,~~and ~~Astro~~expenses. ~~Nutrition~~Our ~~Inc.,~~company’s asactual aresults ~~reseller~~could ofdiffer ~~health~~from ~~products~~management’s estimates and ~~herbal remedies~~assumptions. WeSignificant ~~targeted~~areas requiring the ~~market~~use of ~~health~~management ~~food~~estimates ~~supplements~~relate ~~and herbal remedies by catering mainly~~ to the ~~European~~determination ~~and~~of ~~Asian~~impairment ~~markets. We disposed~~ of ~~our~~intangibles ~~former~~and ~~wholly-owned~~long ~~subsidiary~~lived assets, ~~Astro~~expected ~~Nutrition~~tax ~~Inc.~~rates ~~during~~for ~~our~~future ~~quarter~~income ~~ended July~~tax ~~31,~~recoveries ~~2007~~ and ~~abandoned~~determining ~~our business plan to focus on~~ the ~~identification~~fair values of ~~suitable~~financial ~~businesses with which to enter into a business opportunity or business combination~~instruments.

OnRecent ~~February~~Accounting 1, 2007, we entered into an asset purchase agreement dated February 1, 2007 with Christian Petzelt. The asset purchase agreement contemplated our company acquiring certain intellectual property pertaining to cancer treatments, specifically protein molecules, for potential applications in treating various cancers in exchange for the issuance by our company of 21,000,000 shares of our common stock on a post six point two (6.2) for one (1) forward basis. The closing of the transactions contemplated in the asset purchase agreement and the acquisition of such intellectual property occurred on February 15, 2007.Pronouncements

16In January 2010, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU“) 2010-06, Improving Disclosures about Fair Value Measurements, which is included in the ASC Topic 820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. ASU 2010-06 also requires disclosures of activities, including purchases, sales, issuances, and a settlement within Level 3 fair value measurements and clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The implementation of the adoption of ASU 2010-06 did not have a material impact on our company’s consolidated financial statements.

~~Table~~In ofFebruary ~~Contents~~2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements". The amendment eliminates the requirement for SEC filers to disclose the date through which subsequent events have been evaluated. This standard had no impact on our company's consolidated financial statements. Certain other recent accounting pronouncements have not been disclosed as they are not applicable to our company.

AsThere ofare ~~the~~several ~~closing~~new ~~date~~accounting ofpronouncements ~~the~~issued ~~asset~~by ~~purchase~~FASB ~~agreement~~which onare ~~February~~not ~~15,~~yet ~~2007,~~effective. ~~our~~Each ~~company commenced the business~~ of ~~developing~~these ~~a novel therapeutic~~pronouncements, ~~recombinant~~as ~~protein called “Cyplasin”. On April 10~~applicable, ~~2007,~~has webeen ~~entered~~or ~~into~~will anbe ~~asset~~adopted ~~purchase~~by ~~agreement~~our ~~with Bioxen Ltd~~company., ~~whereby~~Management wedoes ~~acquired~~not abelieve ~~second~~any ~~Cyplasin~~of ~~patent~~these ~~describing~~accounting apronouncements ~~protein having anti tumor effect. Research into the Cyplasin protein structure~~ has ~~allowed~~had usor towill ~~manufacture~~have ~~the~~a ~~protein~~material inimpact ~~the~~on ~~laboratory~~our ~~and~~company's ~~develop~~financial ~~procedures~~position ~~for~~or ~~the~~operating ~~scale up in large-scale manufacturing processes as the discovery was to be commercialized~~results. ~~Additional patents were filed for these various processes and some have been issued in various jurisdictions.~~

~~Prior~~14 toTable ~~the Cyplasin asset being vended into our company an aggregate~~ of approximately $1.8 million had been spent on research and development related activities. These previous expenditures allowed for our company to anticipate the further development of the protein molecule from discovery and proof of concept stage to a clinical development stage.Contents

OnItem ~~April 10, 2007, we entered into an asset purchase agreement with Bioxen Ltd~~3. toQuantitative ~~acquire~~Disclosures ~~certain~~About ~~intellectual~~Market property. The closing of the transactions contemplated in the asset purchase agreement and the acquisition of the intellectual property occurred on April 10, 2007. In accordance with the closing of the asset purchase agreement, we paid $100 to Bioxen in exchange for the acquisition by our company of such intellectual property.Risks

~~During~~As ~~the~~a ~~last~~“smaller ~~part~~reporting ~~of 2008 as we completed our preclinical testing and analysis of Cyplasin-SC™~~company”, as a therapy for skin cancer and melanoma treatment it was determined the product would require additional product formulation work and additional funding would b e required in order to advance the potential product to human clinical studies. Due to the financial environment at the time and continuing forward we ~~were~~are not ~~successful in being able to raise the~~ required ~~funds and subsequently we were unable~~ to ~~proceed~~provide ~~with~~ the ~~Cyplasin~~information ~~product~~required ~~development~~by onthis ~~our own and started looking for strategic development partners or a sale of our company via a reverse takeover (RTO) event~~Item.

InItem ~~order to prepare for such events, on December 23, 2008, we effected a forty (40) old for one (1) new reverse stock split of our authorized and issued and outstanding common stock~~4. AsControls ~~a result, our authorized capital decreased from 465,000,000 shares of common stock with a par value of $0.001 to 11,625,000 shares of common stock with a par value of $0.001and our issued~~ and outstanding shares decreased from 39,584,000 shares of common stock to 989,600 shares of common stock. The reverse stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on February 2, 2009 under the stock symbol “CPBM”.Procedures

~~Effective~~Management’s ~~November~~Report ~~25,~~on ~~2009,~~Disclosure ~~the~~Controls Nevada Secretary of State accepted for filing a Certificate of Amendment, wherein we effected an amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock from 11,625,000 shares to 100,000,000 shares, par value of $0.001 per share; and an amendment to our Articles of Incorporation for the alteration of our authorized share capital to authorize the issuance of up to 100,000,000 shares of preferred stock, par value of $0.001 per share, for which our directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of the shares of preferred stock.Procedures

OnWe ~~February~~maintain 7,disclosure ~~2009,~~controls weand ~~entered~~procedures ~~into~~that aare ~~licensing~~designed ~~agreement~~to ~~with~~ensure ~~Bioxen~~that ~~for~~information ~~further~~required ~~development~~to ofbe ~~the~~disclosed ~~Cyplasin~~in ~~product.~~our ~~Under~~reports ~~terms~~filed ofunder the ~~agreement~~Securities Exchange Act of 1934, ~~Bioxen~~as ~~received~~amended, anis ~~exclusive~~recorded, ~~license~~processed, tosummarized ~~further~~and ~~develop~~reported within the ~~Cyplasin~~time ~~product~~periods ~~and~~specified ~~commercialize~~in the ~~intellectual~~Securities ~~property~~and Exchange Commission's rules and ~~corresponding~~forms, ~~patents~~and ~~held~~that bysuch information is accumulated and communicated to our ~~company.~~management, including our president (also our principal executive officer, principal financial officer and principal accounting officer) to allow for timely

Indecisions ~~consideration~~regarding ofrequired ~~the license granted, Bioxen agreed to pay our company a 0~~disclosure.5% royalty, calculated on all gross revenue of licensed products sold by Bioxen. In addition, Bioxen agreed to pay a non-refundable license fee of 25,000 EUR. This fee to be due within 30 days of the completion of any corporate financing by Bioxen, in which Bioxen receives a minimum collective amount of 500,000 EUR. Bioxen also agreed to pay all current outstanding patent amounts owed by our company and all ongoing, continued, and related patent and maintenance fees owed.

17As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer, principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer, principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

~~Table~~Changes ofin ~~Contents~~Internal Control over Financial Reporting

OnThere ~~June~~have 9,been ~~2009,~~no ~~our~~changes ~~company~~in ~~entered into a consulting agreement with a third party whereby the consultant would provide research and development activities and consulting. As consideration,~~ our ~~company~~internal ~~would~~controls ~~pay~~over afinancial ~~fee~~reporting ofthat ~~US$12,000~~occurred ~~per~~during month. Effective February 2, 2010, this third party became a director of our company. On April 14, 2011, our company entered into an agreement to issue restricted shares of common stock to settle debt of $268,500 with the ~~director~~quarter ofended ~~our~~October ~~company. As at July~~ 31, 2011, ~~the~~that ~~shares of common stock~~ have ~~been~~materially ~~issued~~or ~~and,~~are ~~accordingly,~~reasonably ~~the~~likely ~~balance remains in accounts payable and accrued liabilities. Commencing May 1, 2011, our company will issue the number shares of common stock equal~~ to ~~$12,000~~materially ~~per month until our company is able to pay in cash or the director becomes an employee of our company. To July 31~~affect, ~~2011,~~ our ~~company~~internal ~~has~~controls ~~recorded~~over anfinancial ~~obligation to issue shares at a fair value of $36,000, which has been included in consulting fees and are part of general and administrative expenses~~reporting.

On15 ~~February~~Table ~~28, 2010, we entered into a letter agreement with Minapharm Pharmaceuticals SAE, wherein Minapharm has agreed to provide our company with a loan. Pursuant to the terms~~ of the letter agreement, the loan may be converted into common stock of our company provided that Minapharm enters into a promissory note, a debt conversion agreement and a subscription agreement. Minapharm shall grant to our company a distribution agreement to market and sell a version of its pegylated interferon-alpha (PEG-IFN) product in territories where it is legally able to do so. To July 31, 2011 Minapharm has not made a loan to our company. To July 32, 1011, Minapharm has not made a loan to our company.Contents

OnPART ~~July~~II 1,- ~~2010,~~OTHER we entered into an agreement with Virionics Corporation. Virionics holds an exclusive worldwide license to intellectual properties, data and knowhow pertaining to hepatitis C prevention and treatment technologies and product candidates licensed from the U.S. National Institutes of Health. Pursuant to the agreement, Virionics has agreed to provide our company with a sublicense for exclusive worldwide use to make, use and commercialize hepatitis prevention and therapy products according to the terms of the license agreed upon by Virionics and the U.S. National Institutes of Health.INFORMATION

OnItem ~~July 27, 2010, we entered into a securities purchase agreement with Tangiers Investors, LP~~1. ~~Under~~Legal the agreement, our company agreed to issue and sell our shares of common stock to Tangiers for an aggregate purchase price of up to $10,000,000. The funding agreement specifies that Tangiers would purchase our company’s stock in amounts of up to $250,000 per draw down, at our company’s discretion over a period of two (2) years.Proceedings

~~Our~~We ~~company~~know ~~was~~of ~~required~~no tomaterial, ~~issue~~existing ~~Tangiers~~or uppending tolegal ~~$300,000~~proceedings ~~worth~~against ofour ~~restricted~~company, ~~shares~~nor ofare ~~common~~we ~~stock~~involved as a ~~commitment~~plaintiff ~~fee~~in ~~(the~~any ~~“commitment~~material ~~fee~~proceeding ~~shares”). In~~or ~~the~~pending ~~event~~litigation. ~~that~~There ~~Tangiers~~are isno ~~unable~~proceedings toin ~~obtain~~which atany ~~least $250,000~~ of ~~value~~our ~~through~~directors, ~~the~~officers ~~sale~~or ~~of the commitment fee shares~~affiliates, ~~our~~or ~~company~~any ~~will~~registered ~~issue~~or ~~that~~beneficial ~~number~~shareholder, ofis ~~shares~~an toadverse ~~Tangiers~~party ~~that~~or ~~would~~has ~~allow Tangiers to obtain~~ a ~~minimum~~material ofinterest ~~$250,000~~adverse ~~through~~to ~~the~~our ~~sale of the commitment fee shares~~interest.

OnItem ~~March 1, 2011, our company entered into a subscription agreement with Tangiers, which fully satisfied and extinguished the Securities Agreement~~1A. ~~Pursuant~~ toRisk the agreement, Tangiers subscribed for 813,008 shares of common stock at $0.123 per share and 1,250,000 shares of common stock at $0.12 per share for total proceeds of $250,000. In lieu of receiving cash for issuance of shares of common stock, our company has agreed to issue 2,063,008 shares of common stock to Tangiers in tranches at a market value of $250,000 to settle the commitment fee obligation. During the period ended July 31, 2011, our company issued 813,008 shares of common stock at a market value of $100,000 which are subject to certain escrow conditions. At July 31, 2011, our company recorded in accounts payable and accrued liabilities $150,000 (January 31, 2011 - $250,000) which represents our company’s obligation pursuant to the subscription agreement, Subsequent to July 31, 2011, our company issued the additional 1,250,000 shares of common stock to Tangiers, which are also subject to certain escrow conditions.Factors

18Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

~~Table~~Such ofestimates, ~~Contents~~projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

OnOur ~~October~~common ~~20,~~shares ~~2010,~~are weconsidered ~~entered~~speculative ~~into~~during athe ~~one~~development ~~year consulting agreement with Rathbourne Mercantile Ltd., which was subsequently amended on October 26, 2010, whereby our company would pay Rathbourne an up-front non-refundable retainer~~ of ~~$50,000 and issue 1,000,000 shares of~~ our ~~company~~new ~~for~~business ~~services completed to October 2010~~operations. AsProspective atinvestors ~~July~~should ~~31,~~consider ~~2011~~carefully ~~our company has recorded an obligation to issue shares at a fair value at $130,000 (January 31, 2011 - $130,000) and has paid~~ the ~~non-refundable~~risk ~~retainer.~~factors ~~The~~set ~~payments~~out ~~to Rathbourne were recorded as consulting fees and are part of general and administrative expenses~~below. ~~During eh period ended July 31, 2011, our company issued 1,000,000 shares to Rathbourne.~~

OnRisks ~~December~~Related ~~27, 2010, we entered into an asset assignment agreement with Dr. Joseph Sinkule, wherein Dr. Sinkule agreed~~ to ~~assign to~~ our company certain therapeutic products licensed from the Public Health Services of the National Institute of Health in Bethesda, Maryland. We issued 3,680,000 shares of our common stock with a fair value of $0.17 per share as consideration for the license assignment.Business

InWe ~~February~~have ~~2011~~had wenegative ~~changed~~cash flows from operations since inception. We will require significant additional financing, the ~~name~~availability of ~~our~~which ~~wholly~~cannot ~~owned~~be ~~private~~assured, ~~Canadian~~and ~~subsidiary~~if ~~from~~our ~~Cyplasin~~company ~~Oncoscience~~is ~~Inc.,~~unable to ~~C-Pharma~~obtain ~~Inc~~such financing, our business may fail.

OnTo ~~March 29~~date, ~~2011,~~ we ~~changed~~have ~~our~~had ~~name~~negative cash flows from ~~Cyplasin~~operations ~~Biomedical~~and ~~Ltd.~~have todepended ~~Compass~~on ~~Biotechnologies~~sales ~~Inc.,~~of byour ~~way~~equity ofsecurities aand ~~merger~~debt ~~with~~financing to meet our ~~wholly-owned~~cash ~~subsidiary~~requirements. ~~Compass~~Our ~~Biotechnologies~~ability ~~Inc.~~to ~~which~~develop ~~was~~and, ~~formed~~if ~~solely~~warranted, ~~for~~commercialize ~~the~~our ~~purpose~~technologies, ofwill ~~the~~be ~~change~~dependent ofupon ~~name~~our ability to raise significant additional financing. WeIf ~~changed~~we ~~our~~are ~~name~~unable to ~~better~~obtain ~~reflect~~such afinancing, ~~new~~we ~~business~~will ~~direction~~not ~~for~~be able to fully develop our ~~company~~business. Specifically, we will need to raise additional funds to:

On· ~~July~~support 1,our ~~2011,~~planned wegrowth ~~entered~~and ~~into~~carry aout ~~consulting~~our ~~agreement~~business ~~with~~plan; ~~Mr.~~· ~~Rick~~continue ~~Shykora~~scientific progress in ~~consideration~~our ~~for~~research ~~the~~and ~~issuance~~development ofprograms; ~~500,000~~· ~~shares~~address ofcosts ~~common~~and ~~stock.~~timing ~~At July 31, 2011, the Company has recorded an obligation to issue shares at a market value~~ of ~~$45,000,~~conducting ~~which~~clinical ~~has~~trials ~~been included as consulting fees~~ and ~~are~~seek ~~part~~regulatory ofapprovals ~~general~~ and ~~administrative~~patent ~~expenses.~~prosecutions; ~~Subsequent~~· toaddress ~~July~~competing ~~31,~~technological ~~2011,~~and wemarket ~~issued~~developments; ~~the~~and ~~500,000~~· ~~shares~~establish ofadditional ~~common~~collaborative ~~stock~~relationships.

On16 ~~July~~Table ~~5, 2011, we entered into a consulting agreement with Paradigm in consideration for the issuance~~ of 1,500,000 shares of common stock representing a commencement bonus. At July 31, 2011, our company has recorded an obligation to issue shares at a market value of $105,000, which has been included as consulting fees and are part of general and administrative expenses. Subsequent to July 31, 2011, we issued the 1,500,000 shares of common stock.Contents

OnWe ~~August~~may ~~19,~~not ~~2011,~~be weable entered into a $50,000 convertible promissory note with Asher Enterprises, Inc., an arms-length Delaware corporation. The principal is interest bearing at a rate of 8% per annum. Our company is obligated to ~~repay~~obtain ~~the~~additional ~~principal~~equity ~~with any interest by May 22, 2012 (the “maturity date”). Any principal~~ or ~~interest~~debt ~~unpaid~~financing byon ~~the~~acceptable ~~maturity~~terms ~~date~~as ~~shall bear interest at a rate of 22% per annum~~required. ~~Asher~~Even ~~has~~if ~~the~~financing ~~option~~is ~~to convert the note~~available, ~~commencing~~it onmay ~~February~~not ~~15,~~be ~~2012~~available ~~and ending~~ on ~~the~~terms ~~maturity~~that ~~date,~~are infavourable ~~respect~~to ofus ~~the~~or ~~remaining outstanding principal amount~~ in ~~entirety~~sufficient oramounts ~~part,~~to atsatisfy ~~a variable conversion price of 58% multiplied by the market price, being the average of the lowest 3 trading prices for~~ our ~~company’s shares of common stock during a 10 day trading period~~requirements. If ~~the~~we ~~trading price cannot be calculated~~require, abut ~~trading~~are ~~price~~unable ~~shall be the market value as mutually determined by our company and Asher. In the event that our company makes an announcement~~ to ~~consolidate or merge with any other corporation~~obtain, ~~sell~~additional orfinancing ~~transfer~~in ~~substantially~~the ~~all of its assets or any person~~future, ~~group~~we ormay ~~entity~~be ~~announces~~unable ~~a tender offer~~ to ~~purchase~~implement ~~50%~~our orbusiness ~~more~~plan ofand our ~~company’s~~growth ~~common stock~~strategies, ~~the~~respond ~~conversion price shall be adjusted on such announcement day~~ to bechanging ~~equal~~business toor ~~the~~economic ~~lower~~conditions, ofwithstand ~~(a)~~adverse ~~the~~operating ~~conversion~~results ~~price which would have been applicable before such announcement~~ and ~~(b)~~compete ~~the conversion price that would otherwise be in effect~~effectively. ~~Our~~More ~~company~~importantly, ~~may~~if ~~not~~we ~~prepay~~are ~~the~~unable ~~note~~to inraise ~~whole~~further ~~or part.~~financing

19when required, we may be forced to scale down our operations and our ability to generate revenues may be negatively affected.

~~Table~~We have a history of ~~Contents~~losses and nominal operating results, which raise substantial doubt about our ability to continue as a going concern.

OnSince ~~August~~February 1915, ~~2011,~~2007 we(date ~~entered~~of ~~into~~reporting as a ~~$2,500~~development ~~promissory~~stage ~~note~~company), ~~with~~we anhave ~~arms-length~~a ~~individual.~~net ~~The~~loss ~~note~~of ~~bears~~$4,881,534. ~~interest~~We atcan aoffer ~~rate~~no ofassurance ~~13%~~that ~~per~~we ~~annum.~~will ~~Our~~operate ~~company~~profitably isor ~~obligated~~that towe ~~repay~~will ~~the~~generate ~~principal~~positive ~~with~~cash ~~any~~flow ~~interest~~in ~~upon~~the ~~demand~~future. ~~The~~In ~~note~~addition, isour ~~convertible~~operating atresults ~~any~~in ~~time~~the ~~after~~future ~~February~~may ~~15,~~be ~~2012~~subject ~~into~~to ~~equity~~significant atfluctuations adue ~~rate~~to ofmany ~~40%~~factors ofnot ~~the~~within ~~closing~~our ~~bid~~control, ~~price~~such ofas the ~~previous~~level 5of ~~days~~competition ofand ~~trading~~general economic conditions.

OnOur ~~August~~company's ~~24,~~operations ~~2011,~~will webe ~~entered~~subject ~~into~~to aall ~~$2,500~~the ~~promissory~~risks ~~note~~inherent ~~with~~in anthe ~~arms-length~~establishment ~~individual.~~of ~~The note bears interest at~~ a ~~rate~~developing ofenterprise ~~13%~~and ~~per~~the ~~annum.~~uncertainties ~~Our~~arising ~~company~~from ~~is obligated to repay~~ the ~~principal~~absence ~~with~~of ~~any~~a ~~interest~~significant ~~upon~~operating ~~demand~~history. ~~The~~No ~~note~~assurance iscan ~~convertible~~be atgiven ~~any~~that ~~time~~we ~~after~~may ~~February~~be ~~20,~~able ~~2012~~to ~~into~~operate ~~equity~~on at a ~~rate~~profitable ~~of 42% of the closing bid price of the previous 5 days of trading~~basis.

~~Other~~Due ~~than~~to asthe ~~set~~nature ~~out~~of ~~herein,~~our webusiness ~~have~~and ~~not~~the ~~been~~early ~~involved~~stage inof ~~any~~our ~~bankruptcy~~development, ~~receivership~~our orsecurities ~~similar~~must ~~proceedings,~~be ~~nor~~considered highly speculative. We have wenot ~~been~~realized a ~~party~~profit from our operations to date and there is little likelihood that we will realize any ~~material~~profits ~~reclassification,~~in ~~merger,~~the ~~consolidation~~short or ~~purchase~~medium orterm. ~~sale~~Any ofprofitability ain ~~significant~~the ~~amount~~future offrom ~~assets~~our ~~not~~business inwill be dependent upon the ~~ordinary~~successful ~~course~~commercialization or licensing of our ~~business~~core technology, which itself is subject to numerous risks.

~~Our~~We ~~Current~~expect ~~Business~~to continue to incur development costs and operating costs. Consequently, we expect to incur operating losses and negative cash flows until our technology gains market acceptance sufficient to generate a sustainable level of income from the commercialization or licensing of our technology.

~~Until~~Our ~~our~~inability ~~year~~to ~~ended~~complete ~~January 31, 2009, we were a company focused on developing a novel therapeutic, recombinant protein called “Cyplasin”. During the last part of 2008 and early 2009 as we completed~~ our ~~preclinical testing and analysis of Cyplasin-SC™, as a therapy for skin cancer and melanoma treatment it was determined the~~ product ~~would~~development ~~require~~activities ~~additional~~successfully ~~product~~may ~~formulation~~severely ~~work~~limit ~~and~~our ~~additional~~ability ~~funding would be required in order~~ to ~~advance~~operate ~~the potential product to human clinical studies. Subsequently it was determined that the project should not continue~~ and infinance ~~early 2010 we completed the transfer of the project back to Bioxen, the original owners of the IP~~operations.

InCommercialization ~~January~~of ~~2010~~our wecore ~~were~~technology ~~assigned~~will anrequire ~~exclusive~~significant ~~worldwide~~additional ~~license~~research ~~from~~and development as well as substantial clinical trials. We believe that the ~~National~~United ~~Institutes~~States ofwill ~~Health~~be ~~(NIH)~~the principal market for aour technology, ~~based~~as onwill ~~using~~any ~~virus~~country ~~like~~in ~~particles~~the ~~(VLPs)~~world towhere ~~produce~~the ~~vaccines.~~need ~~The~~for ~~first~~anti ~~license~~cancer wetherapeutics, ~~decided~~initially tofor ~~develop~~skin ~~was~~cancer toand ~~use~~melanomas, ~~the~~exists. ~~VLP~~We ~~technology~~may not be able to ~~develop~~successfully acomplete ~~vaccine~~development ~~for~~of ~~Hepatitis~~our Ccore technology, or successfully market our technology. We, ~~also~~and ~~decided~~any of our potential collaborators, may encounter problems and delays relating to ~~develop~~research ~~generic~~and ~~products~~development, ~~using~~regulatory ~~different~~approval ~~formulations~~and ~~off~~intellectual ~~the~~property ~~off~~rights ~~patent~~of ~~drugs~~our ~~Ribavirin~~technology. Our research and ~~alpha~~development ~~interferon~~programs may not be successful. ~~These~~Our ~~two~~core ~~drugs~~technology ~~are~~may not prove to be safe and efficacious in clinical trials, and we may not obtain the ~~current~~intended ~~standard~~regulatory approvals for our core technology. Whether or not any of ~~care~~these events occur, we may not have adequate resources to continue operations for ~~Hepatitis~~the Cperiod required to resolve the issue delaying commercialization and ~~represent~~we amay ~~global~~not ~~US$2~~be ~~billion~~able ato ~~year~~raise ~~market~~capital to finance our continued operation during the period required for resolution of that issue.

In17 ~~addition~~Table ~~to these two generic drugs we became aware~~ of other similar projects for drug development not related to Hepatitis C. Thus in February of 2011 we out-licensed the VLP vaccine project and the two Hepatitis C generic drugs to our wholly owned private Canadian subsidiary Cyplasin Oncoscience Inc and then renamed the Canadian subsidiary to C-Pharma Inc. to better reflect the subsidiary’s corporate mission. C-Pharma is now charged with the development of the Hepatitis C products and also to expand the pipeline of products to develop a Hepatitis franchise.Contents

~~This~~We ~~left~~may lose our ~~company~~competitiveness toif ~~pursue~~we ~~the development of generic, biosimiliar and biobetter drug products. Generic drugs~~ are duplicates of small molecule or chemical compounds and are well established in the pharmaceutical industry. Biosimiliars are protein drugs which are close duplicates of the originally marketed protein drug but are not ~~exact~~able ~~replicas. The European Union and other countries have a regulatory approval process in place~~ to ~~allow~~protect ~~these~~our ~~biosimiliar~~proprietary ~~drugs~~technology ~~to be marketed. The USA~~ and ~~Canada are expected to have a similar approval process in place shortly. Biobetter drugs use existing protein drugs and through modifications to these protein drugs add value and new~~ intellectual ~~properties.~~property Arights ~~"biobetter" is~~against ~~a biopharmaceutical product that is a copy of an existing product but is designed to have superior efficacy~~infringement, ~~safety,~~and orany ~~improved~~related ~~drug~~litigation ~~delivery~~may ~~characteristics~~be ~~compared to the original product. Biobetter drugs are subject to full clinical trials but the cost,~~ time-consuming and ~~risk~~costly in getting them to market are lower; as the base component of the drug (the protein component) is already well known, characterized and accepted by regulatory agencies like the US Food and Drug Administration (FDA). ~~Markets and their sizes are already established.~~

20Our success and ability to compete depends to a significant degree on our proprietary technology. If any of our competitors copy or otherwise gain access to our proprietary technology or develop similar technologies independently, we may not be able to compete as effectively. The measures we have implemented to protect our proprietary technology and other intellectual property rights are currently based upon a combination of patents and trade secrets. This, however, may not be adequate to prevent the unauthorized use of our proprietary technology and our other intellectual property rights. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, may result in substantial costs and a diversion of our company's resources. In addition, notwithstanding our rights to our intellectual property, other persons may bring claims against us alleging that we have infringed on their intellectual property rights or claims that our intellectual property rights are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our business or require us to make changes to our technology.

~~Table~~Our ofcompany ~~Contents~~may become subject to intellectual property litigation which may harm our business.

WeOur ~~are~~success ~~now~~depends ~~focused~~in part on ~~the~~our ~~development~~ability ~~and~~to ~~commercialization~~develop commercially viable products without infringing the proprietary rights of ~~generic~~others. Although we have not been subject to any filed infringement claims, ~~biosimiliar~~other ~~and~~patents ~~biobetter~~could exist or could be filed which may prohibit or limit our ability to market our products. ~~Our~~or ~~subsidiary,~~maintain ~~C-Pharma~~a ~~Inc~~competitive position. In the event of an intellectual property dispute, ~~will~~we ~~continue~~may be forced to ~~develop~~litigate. ~~the~~Intellectual ~~Hepatitis~~property Clitigation ~~project~~may divert management's attention from developing our ~~company~~technology ~~was~~and ~~previously~~may ~~focused~~force onus to incur substantial costs regardless of whether we are successful. An adverse outcome could subject us to significant liabilities to third parties, and force us to curtail or cease the development and commercialization of our technology.

~~Research~~If our company commercializes or tests our technology, our company will be subject to potential product liability claims which may affect our earnings and ~~Development~~financial condition.

We ~~are~~face aan ~~biotechnology~~inherent ~~development~~business ~~stage~~risk ~~company~~of ~~and~~exposure ~~have~~to ~~not~~product ~~generated~~liability ~~any~~claims ~~revenues~~in ~~from~~the event that the use of our ~~technologies.~~core Wetechnology ~~believe~~during research and development efforts, ~~however~~including clinical trials, ~~that~~or ~~there~~after ~~are~~commercialization, ~~opportunities~~results toin ~~discover~~adverse ~~and~~affects. ~~develop~~As ~~effective~~a ~~and~~result, ~~cost-effective~~we ~~treatments~~may ~~for~~incur ~~the~~significant ~~VLP~~product ~~technology~~liability ~~licensed~~exposure, ~~via~~which ~~the~~may ~~NIH~~exceed ~~for~~any ~~Hepatitis~~insurance Ccoverage that we obtain in the future. InEven ~~addition~~if we elect to ~~developing~~purchase asuch ~~vaccine~~issuance ~~for~~in ~~Hepatitis~~the Cfuture, we ~~anticipate~~may tonot be able to ~~develop~~maintain ~~generic~~adequate ~~Hepatitis~~levels Cof ~~therapeutic~~insurance ~~drugs~~at ~~which~~reasonable wecost ~~can market~~ and/or ~~generate~~reasonable ~~revenue from~~terms. ~~The~~Excessive ~~focus~~insurance ofcosts ~~our~~or ~~company~~uninsured ~~will~~claims bemay toincrease ~~develop~~our ~~protein~~operating ~~based~~loss ~~biosimiliar~~ and ~~biobetter~~affect ~~drugs~~our financial condition.

~~During~~If we fail to effectively manage the growth of our ~~quarter~~company ~~ended~~and ~~July~~the ~~31,~~commercialization ~~2011~~or welicensing ~~expended~~of ~~$40~~our technology,~~491~~ onour ~~research~~future ~~and~~business ~~development~~results ~~costs,~~could ~~compared~~be toharmed ~~$32,643~~and ~~during~~our ~~the~~managerial ~~quarter~~and ~~ended~~operational ~~July~~resources ~~31,~~may ~~2010~~be strained.

~~Intellectual~~As ~~property~~we proceed with the development of our technology and the expansion of our marketing and commercialization efforts, we expect to experience significant growth in the scope and complexity of our business. We will need to add staff to manage operations, handle business development efforts and perform finance and accounting functions. We anticipate that we will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a material adverse effect on our business and financial condition.

We18 ~~currently~~Table ~~own and operate the registered internet domain http://www.c-pharma.net/. We rely on a combination~~ of patents and licenses to establish and protect our proprietary rights. We intend to require our customers to enter into confidentiality and nondisclosure agreements before we disclose any sensitive aspects of our technologies or strategic plans, and it is our policy to enter into proprietary information agreements with employees and consultants. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology. It is difficult to monitor unauthorized use of technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as laws in the United States, Canada and Europe. In addition, our competitors may independently develop technologies similar to ours. Our precautions may not prevent misappropriation or infringement of our intellectual property.Contents

WeFailure ~~currently~~to ~~have~~obtain ~~the~~and ~~rights~~maintain torequired ~~the~~regulatory ~~following~~approvals ~~patents~~will inseverely ~~the~~limit USour ~~and~~ability into ~~Europe~~commercialize ~~with~~our ~~other territories:~~technology.

~~Patent~~We believe that it is important for the success of our business to obtain the approval of the Food and Drug Administration in the United States (sFDA) before we commence commercialization of our technology in the United States, the principal market for our technology. We may also be required to obtain additional approvals from foreign regulatory authorities to apply for any sales activities we may carry out in those jurisdictions. If we cannot demonstrate the safety, reliability and efficacy of our technology, the FDA or ~~Patent~~other ~~Application(s):~~regulatory authorities could delay or withhold regulatory approval of our technology.

~~entitled~~Even ~~"Synthesis~~if we obtain regulatory approval of our technology, that approval may be subject to limitations on the indicated uses for which it may be marketed. Even after granting regulatory approval, the FDA and ~~Purification~~other regulatory agencies and governments in other countries will continue to review and inspect any future marketed products as well as any manufacturing facilities that we may establish in the future. Later discovery of ~~Hepatitis~~previously Cunknown ~~Virus-Like~~problems ~~particles"~~with ~~(PHS~~a ~~Ref~~product or facility may result in restrictions on the product, including a withdrawal of the product from the market. ~~E-009-1997/0)~~Further, governmental regulatory agencies may establish additional regulations which could prevent or delay regulatory approval of our technology.

Serial Number	Country	Filing Date	Issue Date	Status	Patent Number
09/296,441	U.S.A.	04/21/1999	05/14/2002	Issued	6,387,662
23479/97	Australia	03/25/1997	01/03/2002	Issued	738585
9791652.6	EPO	03/25/1997	--	Pending	--
10-522521	Japan	03/25/1997	--	Pending	--
2269097	Canada	03/25/1997	--	Pending	--

Even if we obtain regulatory approval to commercialize our products, lack of commercial acceptance may impair our business.

NoOur ~~assurance~~product ~~can~~development beefforts ~~given~~are ~~that~~primarily ~~any~~directed ~~patents~~toward ~~based~~obtaining onregulatory ~~pending~~approval ~~patent~~for ~~applications~~our orHepatitis ~~any~~C ~~future~~product ~~patent~~treatments. ~~applications~~Our byproducts ~~us,~~may ornot ~~any future licensors, will~~ be ~~issued,~~employed ~~that~~in ~~the~~all ~~scope~~potential ofapplications ~~any~~being ~~patent protection will exclude competitors or provide competitive advantages to us~~investigated, ~~that~~and any ofreduction ~~the~~in ~~provisional patent~~ applications ~~that have been or~~ may belimit ~~issued~~the tomarket usacceptance ~~will~~of beour ~~held~~products ~~valid~~and ifour ~~subsequently~~potential ~~challenged~~revenues. orAs ~~that~~a ~~others~~result, ~~will~~even ~~not~~if ~~claim~~our ~~rights~~products inare ordeveloped ~~ownership~~into ofmarketable ~~the~~products ~~provisional patent applications~~ and ~~other~~we ~~proprietary~~obtain ~~rights~~all ~~held~~required orregulatory ~~licensed by us. Furthermore~~approvals, ~~there~~we ~~can~~cannot be nocertain ~~assurance~~ that ~~others~~our ~~have~~products ~~not developed or~~ will ~~not~~be ~~develop~~adopted ~~similar~~at ~~products,~~a ~~duplicate~~level ~~any of our technology or design around any patents~~ that ~~may~~ bewould ~~issued~~allow us to usoperate profitably.

21If we do not keep pace with our competitors, technological advancements and market changes, our technology may become obsolete and our business may suffer.

~~Table~~The ofmarket ~~Contents~~for our technology is very competitive, is subject to rapid technological changes and varies for different individual products. We believe that there are potentially many competitive approaches being pursued that compete with our technology, including some by private companies for which information is difficult to obtain.

~~Our~~Many ~~success~~of ~~will also depend in part on~~ our ~~ability~~competitors tohave ~~commercialize~~significantly ~~our~~greater ~~technology~~resources ~~without~~and ~~infringing the proprietary rights of others. While we~~ have ~~conducted~~developed ~~freedom~~products ofand ~~use~~processes ~~patent~~that ~~searches~~directly nocompete ~~assurance~~with ~~can~~our betechnology. ~~given~~Our ~~that~~competitors ~~patents~~may dodevelop, ~~not exist~~ or ~~could~~may ~~not~~in bethe ~~filed~~future ~~which~~develop, ~~would~~new ~~have~~technologies anthat ~~adverse~~directly ~~affect~~compete onwith our ~~ability~~technology toor ~~market~~even render our technology orobsolete. ~~maintain~~Our ~~our~~technology ~~competitive~~is ~~position~~designed ~~with respect~~ to ~~our~~develop ~~technology.~~a Iftopical ~~our~~treatment ~~technologies~~for orskin ~~subject~~cancer ~~matter~~and ~~are~~melanoma. ~~claimed~~Even ~~under~~if ~~other~~we ~~existing~~are ~~United~~able ~~States~~to ordemonstrate ~~foreign~~improved ~~patents~~ or ~~are~~equivalent ~~otherwise~~results ~~protected~~from byour ~~third~~technology, ~~party~~researchers ~~proprietary~~and ~~rights,~~practitioners we may benot ~~subject~~use toour ~~infringement~~technology ~~actions.~~and ~~In such event,~~ we may ~~challenge~~suffer ~~the~~a ~~validity~~competitive ofdisadvantage. ~~such~~Finally, ~~patents~~to orthe ~~other~~extent ~~proprietary~~that ~~rights~~others ordevelop wenew ~~may be~~technologies ~~required~~that toaddress ~~obtain~~the ~~licenses~~targeted ~~from~~application ~~such~~for ~~companies~~our incurrent ~~order to develop~~technology, ~~manufacture~~our orbusiness ~~market~~will ~~our technology~~suffer.

~~There~~19 ~~can~~Table be no assurances that we will be able to obtain such licenses or that such licenses, if available, may be obtained on commercially reasonable terms. Furthermore, the failure to either develop a commercially viable alternative or obtain such licenses may result in delays in marketing our proposed technology or the inability to proceed with the development, manufacture or sale of products requiring such licenses, which may have a material adverse affect on our business, financial condition and results of operations. If we are required to defend ourselves against charges of patent infringement or to protect our proprietary rights against third parties, substantial costs will be incurred regardless of whether we are successful. Such proceedings are typically protracted with no certainty of success. An adverse outcome could subject us to significant liabilities to third parties and force us to curtail or cease our development and commercialization of our technology.Contents

~~Results~~Our ability to hire and retain key personnel will be an important factor in the success of ~~Operations~~our business and a failure to hire and retain key personnel may result in our inability to manage and implement our business plan.

AsWe aare ~~result~~highly dependent upon our management personnel such as the loss of athe ~~review~~services of one or more of our ~~company’s~~management ~~significant~~may ~~transactions,~~impair inmanagement's ~~preparing~~ability ~~for~~to operate our ~~three~~company. ~~and~~We ~~six~~have ~~month~~not ~~period~~purchased ~~ended~~key ~~July~~man 31insurance on any of these individuals, ~~2011~~which insurance would provide us with insurance proceeds in the event of their death. Without key man insurance, we ~~identified~~may ~~certain~~not ~~errors~~have ~~that~~the ~~have~~financial aresources ~~significant~~to ~~impact~~develop onor maintain our ~~previously~~business ~~issued~~until ~~financial~~we ~~information~~could ~~contained~~replace inthe ~~our~~individual ~~Forms~~or ~~10-K~~to replace any business lost by the death of that person. The competition for qualified personnel in the ~~year~~markets ~~ended~~in ~~January~~which 31we operate is intense. In addition, ~~2011~~in order to manage growth effectively, we must implement management systems and recruit and train new employees. We may not be able to attract and retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement our business.

InMost ~~performing~~of ~~these reviews~~ our ~~company~~assets ~~discovered~~and ~~that~~all ~~certain~~of ~~transactions~~our ~~were~~directors ~~not~~and ~~properly~~officers ~~accounted~~are ~~for.~~outside Wethe ~~have~~United ~~restated~~States, ~~our~~with ~~financial statements for~~ the ~~year~~result ~~ended~~that ~~January~~it ~~31,~~may ~~2011,~~be indifficult ~~order~~for investors to ~~record~~enforce ~~the~~within ~~following transactions in~~ the ~~correct~~United ~~fiscal~~States ~~period,~~any ~~with~~judgments ~~the~~obtained ~~result~~against ~~being~~us aor ~~corresponding~~any ~~increase~~of in our ~~loss~~directors ~~for~~or ~~the year~~officers.

·Although ~~Promissory~~we ~~note~~are organized under the laws of $5the State of Nevada,~~373;~~ United States, our principal business office is located in Edmonton, Alberta, Canada. Outside the United States, it may be difficult for investors to enforce judgments against us that are obtained in the United States in any action, including actions predicated upon civil liability provisions of federal securities laws. In addition, a majority of our directors and officers reside outside the United States, and nearly all of the assets of these persons and our assets are located outside of the United States. As a result, it may not be possible for investors to affect service of process within the United States upon such persons or to enforce against us or such persons judgments predicated upon the liability provisions of United States securities laws. There is substantial doubt as to the enforceability against us or any of our directors and officers located outside the United States in original actions or in actions of enforcement of judgments of United States courts or liabilities predicated on the civil liability provisions of United States federal securities laws. In addition, as the majority of our assets are located outside of the United States, it may be difficult to enforce United States bankruptcy proceedings against us. Under bankruptcy laws in the United States, courts typically have jurisdiction over a debtor's property, wherever it is located, including property situated in other countries. Courts outside of the United States may not recognize the United States bankruptcy court's jurisdiction. Accordingly, you may have trouble administering a United States bankruptcy case involving a Nevada company as debtor with most of its property located outside the United States. Any orders or judgments of a bankruptcy court obtained by you in the United States may not be enforceable.

·Our ~~Commitment~~business ~~fee~~is ofsubject ~~$250,000;~~to comprehensive government regulation and any change in such regulation may have a material adverse effect on our company.

·There ~~Obligation~~is tono ~~issue~~assurance ~~shares~~that ~~for~~the ~~services~~laws, ~~provided~~regulations, policies or current administrative practices of any government body, organization or regulatory agency in the ~~amount~~United States or any other jurisdiction, will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of ~~$130~~our company to carry on our business. The actions,~~000;~~ ~~and~~policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on our company. Any or all of these situations may have a negative impact on our operations.

·20 ~~Obligation~~Table ~~to issue shares for services provided in the amount~~ of ~~$247,000.~~Contents

~~Three~~Risks ~~month~~Related ~~Summary~~to ~~ending~~our ~~July~~Common ~~31, 2011 and 2010~~Stock

	Three Months Ended
	July 31,
	2011			2010
Revenue	$	Nil		$	Nil
Operating Expenses	$	(444,825	)	$	(360,685	)
Gain (loss) on settlement of debt	$	Nil		$	Nil
Consulting income	$	25,000		$	Nil
Write-off of accounts receivable	$	(3,507	)	$	(70,953	)
Net Loss	$	(423,332	)	$	(431,638	)

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations .

22A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a significant portion of our operations has been and will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

~~Table~~The market price for our common stock may also be affected by our ability to meet or exceed expectations of ~~Contents~~analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our common stock.

~~Expenses~~If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our ~~operating~~certificate ~~expenses~~of ~~for~~incorporation authorizes the ~~three~~issuance ~~month~~of ~~periods~~up ~~ended~~to ~~July 31~~100,000,000 ~~2011~~shares of common stock. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and ~~2010~~market ~~are~~price ~~outlined~~of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the ~~table~~proportionate ~~below:~~ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

	Three Months Ended
	July 31,
	2011		2010
Amortization	$	19,448	$	Nil
General and administrative	$	384,763	$	328,241
Management fees	$	20,307	$	16,222
Research and development	$	20,307	$	16,222

Trading of our stock may be restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.

~~Operating~~The ~~expenses~~Securities ~~for~~and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the ~~three~~penny ~~months~~stock ~~ended~~rules, ~~July~~which 31impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 ~~2011~~or individuals with a net worth in excess of $1,000,000 ~~increased~~or byannual 18income exceeding $200,000 or $300,000 jointly with their spouse.~~91%~~ asThe ~~compared~~penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the ~~comparative~~rules, ~~period~~to indeliver ~~2010~~a ~~primarily~~standardized asrisk disclosure document in a ~~result~~form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of ~~increased~~risks ~~amortization~~in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, ~~general~~the compensation of the broker-dealer and ~~administrative~~its ~~expenses~~salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, ~~management~~and ~~fees~~the broker-dealer and ~~research~~salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and ~~development~~must ~~expenses~~be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

~~Six~~21 ~~month~~Table ~~Summary~~of ~~ending July 31, 2011 and 2010~~Contents

	Six Months Ended
	July 31,
	2011			2010
Revenue	$	Nil		$	Nil
Operating Expenses	$	691,771		$	(473,681	)
(Gain) loss on settlement of debt	$	(6,000	)	$	Nil
Consulting income	$	25,000		$	Nil
Write-off of accounts receivable	$	5,735		$	70,953
Net Loss	$	(666,506	)	$	(544,634	)

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

~~Expenses~~In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our ~~operating~~common ~~expenses~~stock ~~for~~is illiquid and the ~~six~~price ~~month~~of ~~periods~~our ~~ended~~common ~~July~~stock ~~31,~~may ~~2011~~be ~~and~~negatively ~~2010~~impacted ~~are~~by ~~outlined~~factors inwhich ~~the~~are ~~table~~unrelated ~~below:~~to our operations.

	Six Months Ended
	July 31,
	2011		2010
Amortization	$	38,896	$	Nil
General and administrative	$	571,893	$	408,395
Management fees	$	40,491	$	32,643
Research and development	$	40,491	$	32,643

Our common stock currently trades on a limited basis on the OTC Bulletin Board. Trading of our stock through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in the stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

~~Operating~~Other expenses for the six months ended July 31, 2011, increased by 31.53% as compared to the comparative period in 2010 primarily as a result of increased amortization, general and administrative expenses, management fees and research and development expenses.Risks

~~Revenue~~Trends, Risks and Uncertainties

We have ~~not~~sought ~~earned~~to ~~any~~identify ~~revenues~~what ~~since~~we believe to be the most significant risks to our ~~inception~~business, ~~and~~but we docannot ~~not~~predict ~~anticipate~~whether, ~~earning~~or ~~revenues~~to inwhat ~~the~~extent, ~~upcoming~~any ~~quarter~~of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Table~~On August 24, 2011 we issued 1,250,000 shares of ~~Contents~~common stock pursuant to obligation to issue shares at a value of $150,000. These shares were issued pursuant to Rule 144 of the Securities and Exchange Commission under the Securities Act of 1933, as amended.

~~Equity~~On ~~Compensation~~August 26, 2011 we 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. These shares were issued pursuant to Rule 144 of the Securities and Exchange Commission under the Securities Act of 1933, as amended.

On22 ~~March~~Table ~~31, 2007 our board~~ of directors approved our 2007 stock option plan. Under the 2007 stock option plan, options may be granted only to our directors, officers, employees and consultants as determined by our board of directors. Pursuant to the stock option plan, we reserved for issuance 75,000 post split shares of our common stock.Contents

~~Liquidity~~On ~~and~~August ~~Financial~~26, ~~Condition~~2011, we issued 500,000 shares of common stock as consideration paid under a consulting agreement with a recorded market value of $45,000. These shares were issued pursuant to a previous S8 registration Filed July 20, 2010.

Working Capital
	At July 31,			At January 31,			Percentage
	2011			2011			Increase/Decrease
Current Assets	$	67,058		$	121,993			(45.03	) %
Current Liabilities	$	875,029		$	949,182			(7.81	) %
Working Capital	$	(807,971	)	$	(827,189	)		(2.32	) %

On August 26, 2011, we issued 1,500,000 shares of common stock as consideration paid under a consulting agreement with a recorded market value of $105,000. These shares were issued pursuant to an exemption from registration under Rule 144 of the Securities and Exchange Commission under the Securities Act of 1933, as amended.

Cash Flows
	As at			As at
	July 31,			July 31,
	2011			2010
Net Cash Provided by (Used in) Operating Activities	$	(72,184	)	$	(157,737	)
Net Cash Provided by (Used In) Investing Activities	$	Nil		$	Nil
Net Cash Provided by Financing Activities	$	45,000		$	155,797
Effect of Exchange Rate Changes	$	(7,511	)	$	(1,604	)
Increase (Decrease) In Cash During The Period	$	(34,695	)	$	(3,544	)

Item 3. Defaults Upon Senior Securities

~~As of July 31, 2011, our company had working capital deficit of $807,971~~None. In the next twelve months we anticipate spending $360,000 on management fees, $250,000 on general and administrative expenses and $1,180,000 on research and development. Our cash on hand at July 31, 2011 was $58. We plan to raise additional capital required to meet immediate short-term needs and to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities.

WeItem ~~are~~4. ~~not~~[Removed ~~aware~~and ~~of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.~~Reserved]

~~Future~~Item ~~Financings~~5. Other Information

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $1,790,000 over the next 12 months to pay for our ongoing operating expensesNone. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

We23 ~~anticipate~~Table ~~continuing to rely on equity sales~~ of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.Contents

24Item 6. Exhibits

Table of Contents

Exhibit
Number		Description

(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (Incorporated by reference from our Registration Statement on Form SB-2/a filed on July 29, 2005)
3.2		Bylaws (Incorporated by reference from our Registration Statement on Form SB-2 filed on May 5, 2005)
3.3		Articles of Merger (Incorporated by reference from our Current Report on Form 8-K filed on April 4, 2011)

(10)		Material Contracts
10.1		Asset Purchase Agreement dated April 10, 2007 with Bioxen Ltd. (Incorporated by reference from our Form 8-K Current Report filed on April 13, 2007).
10.2		Consulting Agreement dated February 15, 2007 with Garth Likes (Incorporated by reference from our Form 10-KSB filed on May 1, 2007).
10.3		Exclusive License and Option Agreement between our company and Bioxen Ltd. dated February 7, 2009. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
10.4		Asset Assignment Agreement between our company and Dr. Joseph Sinkule and C-Virionics Corporation, dated December 27, 2009. (Incorporated by reference to our Current Report on Form 8- K/A filed on April 12, 2011).
10.5		Letter of Agreement between our company and Minapharm Pharmaceuticals SAE, dated February 28, 2010. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
10.6		Exclusive License Agreement between our company and Virionics Corporation, dated July 1, 2010. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
10.7		Securities Purchase Agreement between our company and Tangiers Investors, LP, dated July 19, 2010. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
10.8		Consulting Agreement between our company and Rathbourne Mercantile Ltd. dated October 20, 2010 (Incorporated by reference to our Quarterly Report on Form 10-Q filed on June 27, 2011).
10.9		Amendment to Consulting Agreement between our company and Rathbourne Mercantile Ltd. dated October 26, 2010 (Incorporated by reference to our Quarterly Report on Form 10-Q filed on June 27, 2011).
10.10		Debt Settlement Subscription Agreement between our company and Tangiers Investors, LP dated March 1, 2011 (Incorporated by reference to our Quarterly Report on Form 10-Q filed on June 27, 2011).
10.11		Consulting Agreement between our company and Mr Richard Shykora dated July 1, 2011(Incorporated by Reference)
10.12		Consulting Agreement between our company and Paradigm Consulting dated July 5, 2011 (Incorporated by Reference)

(21)		Subsidiaries of the Registrant
21.1		C-Pharma Inc. (a Canada corporation).

(31)		Section 302 Certifications
31.1 *		Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32)		Section 906 Certification
32.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Other than as described below, we presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations._____

Estimated Expenses for the Next Twelve Month Period
Operating Expenses
Management and Consulting	$	360,000
Research and Development		1,180,000
General and Administrative		250,000
Total	$	1,790,000

* Filed herewith.

~~Due~~24 toTable ~~the uncertainty~~ of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended January 31, 2011, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.Contents

As a result, there will also be substantial doubt about our ability to continue as a going concern as the continuation of our business will be dependent upon obtaining further financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of the stockholders who will be receiving our shares in the spin off. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.SIGNATURES

~~There~~Pursuant ~~are no assurances that we will be able~~ to ~~obtain~~the ~~further funds required for our continued operations. We intend to pursue various financing alternatives to meet our immediate and long-term financial~~ requirements, ~~which~~of weSection ~~anticipate~~13 ~~will~~or ~~consist~~15(d) of ~~further~~the ~~private~~Securities ~~placements~~Exchange Act of ~~our~~1934, ~~equity~~the ~~securities~~registrant orhas ~~shareholder~~duly ~~loans.~~caused ~~There~~this ~~can~~report ~~be no assurance that additional financing will be available~~ to ~~us when needed or, if available, that it can~~ be ~~obtained~~signed on ~~commercially~~its ~~reasonable~~behalf ~~terms.~~by ~~If we are not able to obtain~~ the ~~additional financing on a timely basis~~undersigned, wethereunto ~~will~~duly ~~not be able to meet our obligations as they become due and we will be forced to further scale down or perhaps even cease operations~~authorized.

As noted, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements, which we anticipate will consist of further private placements of equity securities, advances from related parties or shareholder loans. We plan to rely on shareholder loans and private placements to meet our short term cash requirements. We have not entered into any definitive agreements with any shareholders or related parties for the provision of loans or advances. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

	COMPASS BIOTECHNOLOGIES INC. (Registrant)

Dated: November 29, 2016	By:	/s/ Richard Shykora
		Richard Shykora President, Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

~~Contractual Obligations~~25

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Basis of Presentation

The consolidated unaudited financial statements and notes are presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in US dollars. Our company’s fiscal year end is January 31.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Our company’s actual results could differ from management’s estimates and assumptions. Significant areas requiring the use of management estimates relate to the determination of impairment of intangibles and long lived assets, expected tax rates for future income tax recoveries and determining the fair values of financial instruments.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU“) 2010-06, Improving Disclosures about Fair Value Measurements, which is included in the ASC Topic 820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. ASU 2010-06 also requires disclosures of activities, including purchases, sales, issuances, and a settlement within Level 3 fair value measurements and clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The implementation of the adoption of ASU 2010-06 did not have a material impact on our company’s consolidated financial statements.

In February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements". The amendment eliminates the requirement for SEC filers to disclose the date through which subsequent events have been evaluated. This standard had no impact on our company's consolidated financial statements. Certain other recent accounting pronouncements have not been disclosed as they are not applicable to our company.

There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by our company. Management does not believe any of these accounting pronouncements has had or will have a material impact on our company's financial position or operating results.

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Item 3. Quantitative Disclosures About Market Risks

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer, principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer, principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended July 31, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.

Risks Related to our Business

We have had negative cash flows from operations since inception. We will require significant additional financing, the availability of which cannot be assured, and if our company is unable to obtain such financing, our business may fail.

To date, we have had negative cash flows from operations and have depended on sales of our equity securities and debt financing to meet our cash requirements. Our ability to develop and, if warranted, commercialize our technologies, will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, we will not be able to fully develop our business. Specifically, we will need to raise additional funds to:

· support our planned growth and carry out our business plan;

· continue scientific progress in our research and development programs;

· address costs and timing of conducting clinical trials and seek regulatory approvals and patent prosecutions;

· address competing technological and market developments; and

· establish additional collaborative relationships.

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We may not be able to obtain additional equity or debt financing on acceptable terms as required. Even if financing is available, it may not be available on terms that are favourable to us or in sufficient amounts to satisfy our requirements. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively. More importantly, if we are unable to raise further financing when required, we may be forced to scale down our operations and our ability to generate revenues may be negatively affected.

We have a history of losses and nominal operating results, which raise substantial doubt about our ability to continue as a going concern.

Since February 15, 2007 (date of reporting as a development stage company), we have a net loss of $4,611,269. We can offer no assurance that we will operate profitably or that we will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the level of competition and general economic conditions.

Our company's operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. No assurance can be given that we may be able to operate on a profitable basis.

Due to the nature of our business and the early stage of our development, our securities must be considered highly speculative. We have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon the successful commercialization or licensing of our core technology, which itself is subject to numerous risks.

We expect to continue to incur development costs and operating costs. Consequently, we expect to incur operating losses and negative cash flows until our technology gains market acceptance sufficient to generate a sustainable level of income from the commercialization or licensing of our technology.

Our inability to complete our product development activities successfully may severely limit our ability to operate and finance operations.

Commercialization of our core technology will require significant additional research and development as well as substantial clinical trials. We believe that the United States will be the principal market for our technology, as will any country in the world where the need for anti cancer therapeutics, initially for skin cancer and melanomas, exists. We may not be able to successfully complete development of our core technology, or successfully market our technology. We, and any of our potential collaborators, may encounter problems and delays relating to research and development, regulatory approval and intellectual property rights of our technology. Our research and development programs may not be successful. Our core technology may not prove to be safe and efficacious in clinical trials, and we may not obtain the intended regulatory approvals for our core technology. Whether or not any of these events occur, we may not have adequate resources to continue operations for the period required to resolve the issue delaying commercialization and we may not be able to raise capital to finance our continued operation during the period required for resolution of that issue.

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We may lose our competitiveness if we are not able to protect our proprietary technology and intellectual property rights against infringement, and any related litigation may be time-consuming and costly.

Our success and ability to compete depends to a significant degree on our proprietary technology. If any of our competitors copy or otherwise gain access to our proprietary technology or develop similar technologies independently, we may not be able to compete as effectively. The measures we have implemented to protect our proprietary technology and other intellectual property rights are currently based upon a combination of patents and trade secrets. This, however, may not be adequate to prevent the unauthorized use of our proprietary technology and our other intellectual property rights. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, may result in substantial costs and a diversion of our company's resources. In addition, notwithstanding our rights to our intellectual property, other persons may bring claims against us alleging that we have infringed on their intellectual property rights or claims that our intellectual property rights are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our business or require us to make changes to our technology.

Our company may become subject to intellectual property litigation which may harm our business.

Our success depends in part on our ability to develop commercially viable products without infringing the proprietary rights of others. Although we have not been subject to any filed infringement claims, other patents could exist or could be filed which may prohibit or limit our ability to market our products or maintain a competitive position. In the event of an intellectual property dispute, we may be forced to litigate. Intellectual property litigation may divert management's attention from developing our technology and may force us to incur substantial costs regardless of whether we are successful. An adverse outcome could subject us to significant liabilities to third parties, and force us to curtail or cease the development and commercialization of our technology.

If our company commercializes or tests our technology, our company will be subject to potential product liability claims which may affect our earnings and financial condition.

We face an inherent business risk of exposure to product liability claims in the event that the use of our core technology during research and development efforts, including clinical trials, or after commercialization, results in adverse affects. As a result, we may incur significant product liability exposure, which may exceed any insurance coverage that we obtain in the future. Even if we elect to purchase such issuance in the future, we may not be able to maintain adequate levels of insurance at reasonable cost and/or reasonable terms. Excessive insurance costs or uninsured claims may increase our operating loss and affect our financial condition.

If we fail to effectively manage the growth of our company and the commercialization or licensing of our technology, our future business results could be harmed and our managerial and operational resources may be strained.

As we proceed with the development of our technology and the expansion of our marketing and commercialization efforts, we expect to experience significant growth in the scope and complexity of our business. We will need to add staff to manage operations, handle business development efforts and perform finance and accounting functions. We anticipate that we will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a material adverse effect on our business and financial condition.

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Failure to obtain and maintain required regulatory approvals will severely limit our ability to commercialize our technology.

We believe that it is important for the success of our business to obtain the approval of the Food and Drug Administration in the United States (FDA) before we commence commercialization of our technology in the United States, the principal market for our technology. We may also be required to obtain additional approvals from foreign regulatory authorities to apply for any sales activities we may carry out in those jurisdictions. If we cannot demonstrate the safety, reliability and efficacy of our technology, the FDA or other regulatory authorities could delay or withhold regulatory approval of our technology.

Even if we obtain regulatory approval of our technology, that approval may be subject to limitations on the indicated uses for which it may be marketed. Even after granting regulatory approval, the FDA and other regulatory agencies and governments in other countries will continue to review and inspect any future marketed products as well as any manufacturing facilities that we may establish in the future. Later discovery of previously unknown problems with a product or facility may result in restrictions on the product, including a withdrawal of the product from the market. Further, governmental regulatory agencies may establish additional regulations which could prevent or delay regulatory approval of our technology.

Even if we obtain regulatory approval to commercialize our products, lack of commercial acceptance may impair our business.

Our product development efforts are primarily directed toward obtaining regulatory approval for our Hepatitis C product treatments. Our products may not be employed in all potential applications being investigated, and any reduction in applications may limit the market acceptance of our products and our potential revenues. As a result, even if our products are developed into marketable products and we obtain all required regulatory approvals, we cannot be certain that our products will be adopted at a level that would allow us to operate profitably.

If we do not keep pace with our competitors, technological advancements and market changes, our technology may become obsolete and our business may suffer.

The market for our technology is very competitive, is subject to rapid technological changes and varies for different individual products. We believe that there are potentially many competitive approaches being pursued that compete with our technology, including some by private companies for which information is difficult to obtain.

Many of our competitors have significantly greater resources and have developed products and processes that directly compete with our technology. Our competitors may develop, or may in the future develop, new technologies that directly compete with our technology or even render our technology obsolete. Our technology is designed to develop a topical treatment for skin cancer and melanoma. Even if we are able to demonstrate improved or equivalent results from our technology, researchers and practitioners may not use our technology and we may suffer a competitive disadvantage. Finally, to the extent that others develop new technologies that address the targeted application for our current technology, our business will suffer.

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Our ability to hire and retain key personnel will be an important factor in the success of our business and a failure to hire and retain key personnel may result in our inability to manage and implement our business plan.

We are highly dependent upon our management personnel such as the loss of the services of one or more of our management may impair management's ability to operate our company. We have not purchased key man insurance on any of these individuals, which insurance would provide us with insurance proceeds in the event of their death. Without key man insurance, we may not have the financial resources to develop or maintain our business until we could replace the individual or to replace any business lost by the death of that person. The competition for qualified personnel in the markets in which we operate is intense. In addition, in order to manage growth effectively, we must implement management systems and recruit and train new employees. We may not be able to attract and retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement our business.

Most of our assets and all of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

Although we are organized under the laws of the State of Nevada, United States, our principal business office is located in Edmonton, Alberta, Canada. Outside the United States, it may be difficult for investors to enforce judgments against us that are obtained in the United States in any action, including actions predicated upon civil liability provisions of federal securities laws. In addition, a majority of our directors and officers reside outside the United States, and nearly all of the assets of these persons and our assets are located outside of the United States. As a result, it may not be possible for investors to affect service of process within the United States upon such persons or to enforce against us or such persons judgments predicated upon the liability provisions of United States securities laws. There is substantial doubt as to the enforceability against us or any of our directors and officers located outside the United States in original actions or in actions of enforcement of judgments of United States courts or liabilities predicated on the civil liability provisions of United States federal securities laws. In addition, as the majority of our assets are located outside of the United States, it may be difficult to enforce United States bankruptcy proceedings against us. Under bankruptcy laws in the United States, courts typically have jurisdiction over a debtor's property, wherever it is located, including property situated in other countries. Courts outside of the United States may not recognize the United States bankruptcy court's jurisdiction. Accordingly, you may have trouble administering a United States bankruptcy case involving a Nevada company as debtor with most of its property located outside the United States. Any orders or judgments of a bankruptcy court obtained by you in the United States may not be enforceable.

Our business is subject to comprehensive government regulation and any change in such regulation may have a material adverse effect on our company.

There is no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on our company. Any or all of these situations may have a negative impact on our operations.

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Risks Related to our Common Stock

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a significant portion of our operations has been and will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our common stock.

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Trading of our stock may be restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

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

On August 24, 2011 we issued 1,250,000 shares of common stock pursuant to obligation to issue shares at a value of $150,000. These shares were issued pursuant to Rule 144 of the Securities and Exchange Commission under the Securities Act of 1933, as amended.

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On August 26, 2011, we issued 500,000 shares of common stock as consideration paid under a consulting agreement with a recorded market value of $45,000. These shares were issued pursuant to a previous S8 registration Filed July 20, 2010.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (Incorporated by reference from our Registration Statement on Form SB-2/a filed on July 29, 2005)
3.2	Bylaws (Incorporated by reference from our Registration Statement on Form SB-2 filed on May 5, 2005)
3.3	Articles of Merger (Incorporated by reference from our Current Report on Form 8-K filed on April 4, 2011)
(10)	Material Contracts
10.1	Asset Purchase Agreement dated April 10, 2007 with Bioxen Ltd. (Incorporated by reference from our Form 8-K Current Report filed on April 13, 2007).
10.2	Consulting Agreement dated February 15, 2007 with Garth Likes (Incorporated by reference from our Form 10-KSB filed on May 1, 2007).
10.3	Exclusive License and Option Agreement between our company and Bioxen Ltd. dated February 7, 2009. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
10.4	Asset Assignment Agreement between our company and Dr. Joseph Sinkule and C-Virionics Corporation, dated December 27, 2009. (Incorporated by reference to our Current Report on Form 8- K/A filed on April 12, 2011).
10.5	Letter of Agreement between our company and Minapharm Pharmaceuticals SAE, dated February 28, 2010. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
10.6	Exclusive License Agreement between our company and Virionics Corporation, dated July 1, 2010. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
10.7	Securities Purchase Agreement between our company and Tangiers Investors, LP, dated July 19, 2010. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
10.8	Consulting Agreement between our company and Rathbourne Mercantile Ltd. dated October 20, 2010 (Incorporated by reference to our Quarterly Report on Form 10-Q filed on June 27, 2011).
10.9	Amendment to Consulting Agreement between our company and Rathbourne Mercantile Ltd. dated October 26, 2010 (Incorporated by reference to our Quarterly Report on Form 10-Q filed on June 27, 2011).
10.10	Debt Settlement Subscription Agreement between our company and Tangiers Investors, LP dated March 1, 2011 (Incorporated by reference to our Quarterly Report on Form 10-Q filed on June 27, 2011).
10.11*	Consulting Agreement between our company and Mr Richard Shykora dated July 1, 2011
10.12*	Consulting Agreement between our company and Paradigm Consulting dated July 5, 2011
(21)	Subsidiaries of the Registrant
21.1	C-Pharma Inc. (a Canada corporation).
(31)	Section 302 Certifications
31.1*	Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Section 906 Certification
32.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

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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.

	COMPASS BIOTECHNOLOGIES INC.
	(Registrant)
Dated: September 19, 2011	/s/ Garth Likes
	Garth Likes
	President, Chief Executive Officer and Director
	(Principal Executive Officer, Principal Financial
	Officer and Principal Accounting Officer)

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Filing Compare · BANGI INC.