UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

~~(Mark~~o ANNUAL REPORT ~~One~~PURSUANT TO SECTION 13 OR 15(d)

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

For the fiscal year ended December 31, ~~2010~~ 2011

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 000-28790

~~PHYTOMEDICAL TECHNOLOGIES~~Ceres Ventures, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Nevada	87-0429962
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
100 Overlook Drive, 2nd Floor
430 Park Avenue, Suite 702
Princeton, New Jersey	08540
New York, New York	10022
(Address of principal executive offices)	(Zip Code)

(800) 611-3388

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Title of each class			Name of each exchange on which registered
Common Stock, $0.00001 par value per share			OTC Bulletin Board

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

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section ~~405~~13 or 15(d) of the ~~Securities~~ Act. Yes o No x

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

Indicate by check mark ifwhether the registrant ishas ~~not~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to ~~file~~be ~~reports~~submitted ~~pursuant~~and posted pursuant to ~~Section~~Rule 13405 orof 15Regulation S-T (d)§232.405 of this chapter) during the ~~Act~~preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

~~Yes~~Indicate ~~¨ No x~~by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o

Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

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

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

~~Yes~~As ~~x No~~of ¨June 30, 2011, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $2,327,515 based on the closing price of $0.01 per share for the registrant’s common stock as reported on the OTC Market Group, Inc.’s QB tier. For the purposes of the foregoing calculation only, all of the registrant’s directors, executive officers and persons know to the registrant to hold ten percent or greater of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

~~The~~As ~~aggregate market value~~ of ~~the~~April ~~voting~~13, ~~and~~2012, ~~non-voting~~there ~~common~~were ~~equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter~~85,031,557 shares ~~based upon the closing sale price~~ of the registrant’s common stock ~~on June 30, 2010 as reported on the OTC Bulletin Board was $6,223,661~~outstanding.

As of March 21, 2011, there were 241,487,995 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

~~PHYTOMEDICAL~~CERES ~~TECHNOLOGIES~~VENTURES, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2010~~ 2011

		PAGE
PART I
Item 1.	Business	32
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	810
Item 8.	Financial Statements	1816
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	4035
Item 9A.	Controls and Procedures	4035
Item 9B.	Other Information	4035
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	4136
Item 11.	Executive Compensation	4640
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5241
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5342
Item 14.	Principal Accounting Fees and Services	5345
PART IV
Item 15.	Exhibits, Financial Statement Schedules	5546
SIGNATURES		5647
EXHIBIT INDEX		5748
CERTIFICATIONS

PART I

Forward-Looking Statements

Except for the historical information presented in this document, the matters discussed in this Form 10-K (this “Form 10-K”) for the fiscal year ended December 31, ~~2010~~2011, contain forward-looking statements which involve assumptions and our future plans, strategies, and expectations. These statements are generally identified by the use of words such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

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

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

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

ITEM 1. BUSINESS

~~Description~~We were incorporated in the State of ~~Business~~Nevada on July 25, 2001, under the name “Enterprise Technologies, Inc.,” we changed our name to Ceres Ventures, Inc. on November 21, 2011. The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries BluFlow Technologies, Inc. (“BluFlow”) and Nascent Water Technologies, Inc. (“Nascent”).

WeBluFlow ~~were~~was incorporated on October 14, 2010, in the State of ~~Nevada~~Delaware. onNascent ~~July~~was ~~25,~~incorporated ~~2001.~~on ~~The~~October ~~accompanying~~10, ~~consolidated~~2010, ~~financial~~in ~~statements include~~ the ~~accounts~~State of ~~the~~California ~~Company~~ and ~~our~~holds ~~wholly~~patent ~~owned~~applications, and ~~subsidiaries~~is ~~PhytoMedical~~a ~~Technologies~~party ~~Corporation~~to ~~(“PhytoMedical~~certain ~~Corp.”)~~agreements, ~~PolyPhenol~~relating ~~Technologies~~to ~~Corporation~~the ~~(“PolyPhenol”)~~Company’s ~~and~~BluFlow™ ~~PhytoMedical~~technologies, ~~Technologies~~as ~~Ltd.~~further ~~(“PhytoMedical~~described ~~Ltd~~below.~~”).~~

~~PhytoMedical Corp. was incorporated on March 10, 2004 in the State of Nevada and has no assets and liabilities.~~2

~~PolyPhenol~~Prior ~~was~~to ~~incorporated~~our onacquisition ~~August~~of ~~24,~~BluFlow ~~2004~~we had been a “shell company,” as that term is defined in Rule 405 of the ~~State~~Securities Act of ~~Nevada~~1933, as amended (the “Securities Act”) and ~~has~~had noinitiated ~~assets~~our search for a commercially viable business. In order to facilitate our efforts, on November 21, 2011, we changed our name to Ceres Ventures, Inc. and ~~liabilities~~implemented a one-for-fifty reverse share consolidation (the “Reverse Split”). The Reverse Split was declared effective by the Financial Industry Regulatory Authority (“FINRA”) on December 12, 2011. All shares and share prices have been retroactively changed to reflect the Reverse Split.

3Reverse Merger

~~PhytoMedical~~On ~~Ltd~~December 29, 2011, Ceres Ventures, Inc. entered ~~was~~into ~~incorporated~~an onAgreement ~~April~~of ~~11,~~Merger ~~2007~~and inPlan of Reorganization (the ~~Province~~“Merger ofAgreement”) ~~British~~with ~~Columbia~~BluFlow, ~~Canada~~a ~~for~~privately held ~~providing~~Delaware ~~administrative~~corporation, ~~services~~and toCeres ~~our~~Ventures ~~Canada~~Acquisition ~~office~~Corp. We, ~~ceased~~Ceres toVentures, ~~conduct~~Inc.’s ~~business~~newly informed, ~~Canada~~wholly-owned onDelaware subsidiary ~~August~~(“Acquisition 31Sub”), ~~2008~~pursuant to which BluFlow merged with and ~~closed~~into ~~this~~Acquisition ~~office.~~Sub, Aswith aBluFlow as ~~result~~the surviving entity, wecausing ~~dissolved~~BluFlow ~~PhytoMedical~~to ~~Ltd~~become a wholly-owned subsidiary (the “Reverse Merger”). ~~and~~The ~~eliminated~~Reverse Merger ~~all~~was ~~intercompany~~completed ~~balances,~~in ~~effective~~order ~~January~~to 1,obtain ~~2009~~access to public markets for financing for the Company’s patented BluFlow Treatment System™.

~~Since~~On ~~our~~December ~~incorporation~~29, we2011, ~~have~~each ~~focused~~pre-merger ~~our~~issued and ~~activities~~outstanding onshare ~~the~~of ~~development~~capital stock of ~~new~~Ceres ~~technologies~~Ventures, ~~(in~~Inc. ~~particular~~was ~~pharmaceutical~~converted ~~technologies~~into and ~~products)~~became ~~and,~~one ~~where~~fully ~~warranted,~~paid ~~acquisition~~share of ~~rights~~common tostock of ~~obtain~~the ~~licenses~~Company tofor ~~technologies~~a ~~and~~total ~~products~~of ~~that are being developed by third parties~~4, ~~primarily universities and government agencies~~829,872 ~~through~~shares ~~sponsored~~of ~~research~~common ~~and development agreements~~stock.

OnPursuant ~~May~~to ~~31,~~the ~~2010,~~terms ~~our~~of ~~then~~the ~~President~~Merger ~~and~~Agreement the ~~Chief~~Company ~~Executive~~issued ~~Officer~~71,794,860 ~~James~~shares ~~Lynch,~~of ~~resigned~~its ~~both~~common asstock anto ~~officer~~the ~~and~~stockholders asof aBluFlow ~~director~~for 23,931,620 shares of BluFlow common stock and ~~Mr.~~exchanged ~~Amit~~with S.BluFlow ~~Dang~~stockholders ~~was~~who ~~appointed~~were inalso ~~his~~holders ~~place.~~of Oncommon ~~June~~stock 3,purchase ~~2010~~warrants to purchase up to an aggregate of 1,527,500 Mrshares of BluFlow common stock at an initial price of $0.50 ~~Jeet~~per ~~Sidhu~~share, ~~was~~substantially ~~appointed~~identical warrants to ~~our~~purchase up ~~Board~~to 4,582,500 shares of ~~Directors. In~~the ~~June~~Company’s ~~2010~~common ~~Messrs~~stock at an initial exercise price of $0.16 ~~Gary~~per ~~Branning~~share (the “Exchange Warrants”), ~~Greg~~which ~~Wujek~~expire on December 31, 2012. The exercise price of the Exchange Warrants and ~~Raymond~~the ~~Krauss~~number ~~resigned~~of asshares ~~directors. Mr.~~issuable upon ~~Krauss~~the ~~also~~exercise ~~resigned~~of asthe ~~our~~warrants ~~Chief~~are ~~Financial~~subject ~~Officer,~~to aproportional ~~position~~adjustment ~~currently~~in ~~held~~the byevent ~~Mr.~~of ~~Dang~~stock splits, dividends, recapitalizations or similar transactions.

~~Following~~BluFlow’s ~~the~~stockholders ~~management~~were ~~changes~~issued ~~which~~the ~~occurred~~shares inof ~~June~~the ~~2010,~~Company’s common ~~our~~stock ~~Board~~and ofthe ~~Directors~~Exchange ~~determined~~Warrants ~~that it was~~ in ~~our~~reliance ~~shareholders~~upon ~~best~~exemptions ~~interest~~afforded to ~~refocus~~the ~~our~~Company ~~business in activities in a manner which may more fully enhance shareholder value. As a result~~by, onbut ~~August~~not ~~25,~~limited ~~2010~~to, wethe ~~entered into a non-binding Memorandum~~ provisions of ~~Intent~~Regulation ~~(the~~D ~~“MOI”)~~and ~~with~~Regulation ~~Standard~~S ~~Gold~~and ~~Corp.,~~upon arepresentations ~~Nevada~~made ~~corporation (“SGC”), relating~~ to ~~continuing discussions and~~ the ~~negotiation~~Company ofby athose ~~definitive~~stockholders ~~agreement~~that ~~regarding~~they ~~our~~meet ~~possible~~the ~~acquisition~~exemption requirements ofafforded ~~all~~by ofRegulation ~~the~~D ~~issued~~or ~~and~~Regulation ~~outstanding shares of SGC~~S.

~~SGC~~Pursuant isto athe ~~natural~~terms ~~resource~~of ~~exploration~~Merger ~~company~~Agreement, BluFlow ~~engaged~~became ina ~~the~~wholly-owned ~~exploration~~subsidiary of ~~precious~~the ~~metals~~Company. inAs ~~the~~a ~~western~~precondition ~~United~~to ~~States~~the onentrance ~~properties~~into ~~that~~the ~~may~~Merger ~~contain~~Agreement, ~~economic~~certain ~~concentrations~~ of our ~~mineralization. As~~creditors ofholding ~~the~~an ~~date~~aggregate of ~~this report~~$840,683 ~~none~~ of ~~SGC’s~~our ~~properties~~debt ~~are~~agreed ~~known~~ to ~~contain~~convert ~~any~~the ~~reserves.~~principal ~~SGC’s~~amount ~~strategy~~of isthe todebt ~~acquire~~into ~~properties~~an ~~that~~aggregate of ~~are~~8,406,825 ~~prospective~~shares ~~for~~of ~~mineral~~our ~~exploration~~common ~~and~~stock ~~may~~at ~~have~~a ~~undergone~~conversion ~~some~~price ~~degree~~ of ~~mineral exploration and exploitation~~$0. To10 ~~date,~~per ~~SGC~~share ~~has~~and ~~acquired~~forgave ~~interests~~a intotal ~~gross acres~~ of ~~State~~$488,054 ~~Leases and Federal lode claims~~ in ~~the~~accrued ~~State~~and unpaid ~~of Nevada~~interest.

~~Pursuant~~Our to the MOI, we loaned SGC $30,000 (the “SGC Loan”) so that it could maintain its mineral claims, in good standing, pending on-going negotiations. The SGC Loan bore interest at an annual rate of 8.5%. Both the principal and the accrued interest on the SGC Loan were repaid in January 2011.Industry

OnWater ~~October~~is ~~22,~~essential ~~2010~~for welife ~~entered~~and, ~~into~~unlike amost ~~Share~~other ~~Exchange Agreement (the “Share Exchange Agreement”) with SGC and its shareholders~~resources, has ~~pursuant~~no tosubstitutes. ~~which~~Even wethough ~~would~~more ~~acquire~~than ~~all~~two-thirds of ~~the~~our ~~issued~~planet ~~and~~is ~~outstanding~~covered ~~shares~~with ofwater, ~~SGC~~less inthan ~~exchange~~1% ~~for 607,539,940 shares~~ of ~~our~~that ~~common~~water ~~stock~~is ~~(the~~freshwater suitable ~~“SGC~~for ~~Acquisition”). Consummation~~human ofconsumption ~~the~~and ~~transactions~~that ~~contemplated~~amount byis ~~the~~quickly ~~Share~~declining ~~Exchange~~due ~~Agreement were subject~~ to the ~~satisfaction~~draining of ~~a number of conditions~~aquifers, ~~including,~~increased ~~but not limited to~~pollution, ~~our~~climate change ~~receipt~~and ofother ~~subscriptions~~factors. ~~for~~In anaddition ~~aggregate~~to ofthis ~~150~~declining supply,~~000,000~~ ~~Units~~demand ~~that~~is ~~were~~rapidly ~~previously~~rising ~~being~~due ~~offered by us at $0.01 per unit. If the conditions~~ to ~~closing~~population ~~were~~growth, ~~not~~industrial ~~satisfied~~expansion and byincreased ~~December~~agricultural 31development, ~~2010~~with ~~the~~overall ~~Share~~water ~~Exchange~~consumption ~~Agreement~~estimated ~~would~~to ~~automatically~~double ~~terminate~~every 20 years.

~~Each~~Governments ofacross the ~~parties~~world toare ~~the~~grappling ~~Share~~with ~~Exchange Agreement, no longer believing that~~ the ~~conditions to closing~~ challenge of ~~the~~promoting ~~transactions~~economic ~~contemplated~~growth bywhile ~~the~~trying ~~Share~~to ~~Exchange~~manage ~~Agreement in fact could be satisfied, entered into~~ the ~~Termination~~accompanying ~~Agreement~~industrial and ~~Mutual~~agricultural ~~Release~~contamination ~~(the “Termination Agreement”), dated as~~ of ~~December~~the ~~24,~~world’s freshwater ~~2010~~supplies. ~~The~~ ~~Termination~~It ~~Agreement~~is ~~provides~~estimated ~~for~~that ~~the earlier termination of the Share Exchange Agreement and a release (except as otherwise provided)~~ by ~~SGC~~2025 ~~and~~up ~~its~~to ~~shareholders~~60 on% ~~the one hand, and us on the other hand,~~ of ~~any claims arising from or related to~~ the ~~Share~~world’s ~~Exchange~~population ~~Agreement~~will ~~and~~live ~~any~~in ~~agreements~~areas ~~delivered~~without ~~pursuant~~adequate water ~~thereto~~supply.

InThese ~~anticipation~~strains ~~that~~on ~~we would consummate~~ the ~~SGC~~water ~~Acquisition~~supply ~~and~~ultimately ~~pursue~~translate ~~the~~into more ~~exploration~~stringent ~~and~~government ~~development~~regulations ~~of the mineral claims held by SGC, we did not pay the $20,000 license maintenance fee~~ that ~~was~~drive ~~due~~demand onfor ~~September~~new 1,water ~~2010~~treatment ~~to the Trustees of Dartmouth College (the “Dartmouth Trustees”)~~solutions. WeThese ~~had~~challenges anare ~~exclusive~~driving ~~license,~~opportunities for ~~granted~~growth ~~pursuant~~in ~~to a license agreement dated September 1, 2008 (~~the ~~“Dartmouth~~global ~~License~~water ~~Agreement”)~~industry, ~~between~~which usis ~~and~~currently ~~the~~estimated ~~Dartmouth~~at ~~Trustees,~~$500 tobillion ~~develop,~~worldwide ~~market~~annually and ~~distribute~~is aestimated ~~novel class of synthesized compounds known as bis-intercalators. Pursuant~~ to ~~Section 5.01(e) of the Dartmouth License Agreement, a $20,000 license maintenance fee was due and payable~~ increase to ~~the Dartmouth Trustees on September~~ $1, ~~2010.~~trillion ~~Pursuant~~by ~~to Section 9~~2020.~~02 of the Dartmouth License Agreement, the Dartmouth Trustees provided us notice that it has terminated the Dartmouth License Agreement for a breach under Section 5.01(e).~~

WeThe ~~had~~Company’s ~~originally~~Products ~~commenced~~And ~~our~~Underlying research and development activities relating to D11B, the anti-cancer compound licensed by us from Dartmouth College (“Dartmouth”), through a Sponsored Research Agreement (the “Sponsored Research Agreement”) with Dartmouth. As of September 30, 2009, the termination date of the Sponsored Research Agreement, Dartmouth concluded its research and development activities, and provided us with, what it believes is, a key anti-cancer compound for glioblastoma, D11B. Based upon results of in vivo efficacy and toxicity tests, we had entered into a fee-for-services agreement with Latitude Pharmaceuticals, Inc. (“Latitude”) to assist us in our development of an IV formulation of D11B, in order to conduct additional tests. Further development of the IV formulation for D11B was ceased in anticipation of the SGC Acquisition.Technologies

~~Because~~In ~~the~~response ~~transactions~~to ~~contemplated~~the byglobal water issue, the ~~Share~~Company, ~~Exchange~~through ~~Agreement~~its ~~were~~agreement ~~not~~with ~~consummated~~Applied Power Concepts, weInc. ~~are~~(“APC”), ~~undertaking~~a ~~efforts~~California tobased ~~identify~~bio-chemical engineering ~~new~~firm, ~~commercial~~has ~~opportunities.~~developed Wethe dopatent ~~not~~pending ~~expect~~BluFlow™ toTreatment ~~generate~~System, ~~any~~a ~~revenues~~first ~~for~~of ~~the~~its ~~foreseeable~~kind ~~future~~clean ~~and~~tech ~~expect~~water treatment tosolution, ~~continue~~which toincorporates ~~incur~~intellectual ~~losses.~~property ~~Our~~(“IP”) ~~independent~~directly ~~registered~~or ~~public~~indirectly ~~accountant~~controlled ~~has~~by ~~issued~~us, including anthe ~~audit~~BluFlow™ ~~opinion~~Nanoparticles ~~which~~and ~~includes~~the aBluFlow™ ~~statement~~Advanced ~~expressing~~Ultrafiltration ~~substantial~~Technology ~~doubt~~(the “BluFlow™ asAUT”) to ~~our~~target ~~ability~~and remove valuable elements, compounds and pollutants from water, and to ~~continue~~purify aswater so athat ~~going~~it ~~concern~~may be suitable for reuse.

~~Research~~Unlike conventional wastewater treatment technologies that utilize multiple systems and ~~Development~~processes to remove target pollutants or target constituents, the patent pending BluFlow™ Treatment System provides a unique single integrated system that simultaneously permits the removal of target chemicals/pollutants or valuable elements and compounds while purifying the remaining water with minimal reject wastewater (5-15% compared to 40-50% for conventional systems such as reverse osmosis).

~~Research~~The ~~and~~Company, ~~development~~through ~~costs~~its ~~represent~~agreement ~~costs~~with ~~incurred~~APC, tohas ~~develop~~designed ~~our technologies~~ and developed ~~were~~the ~~incurred~~patent ~~pursuant~~pending toBluFlow™ ~~our~~Treatment ~~former~~System, ~~sponsored~~which ~~research~~incorporates ~~agreements~~the ~~with~~BluFlow™ ~~Dartmouth~~Nanoparticles and ~~other third party providers~~BluFlow™ AUT. ~~These~~The ~~agreements~~Company ~~include~~believes ~~salaries~~that ~~and~~the ~~benefits~~patent ~~for~~pending ~~research~~BluFlow™ ~~and~~Treatment ~~development~~System ~~personnel,~~is ~~allocated~~superior ~~overhead~~to ~~and~~Conventional ~~facility~~Treatment ~~occupancy costs~~Technologies, both ~~contract~~with ~~services~~respect ~~and~~to ~~other~~the ~~costs.~~variety ~~Research~~ and ~~development~~nature ~~costs~~of ~~are~~the ~~expensed~~substances, ~~when~~target ~~incurred~~parameters, ~~except~~and ~~for~~contaminants ~~nonrefundable~~it ~~advance~~may ~~payments~~remove; ~~for future research~~ and ~~development~~the ~~activities~~low ~~which are capitalized~~ operating and ~~recognized~~maintenance ascost ~~expense~~associated asin ~~the~~doing ~~related services are performed~~so.

~~Research~~The ~~and~~BluFlow™ ~~development~~Nanoparticles ~~expense for the years ended December 31, 2010 and 2009 were $8,764 and $113,826.~~Advantage

~~Employees~~Even though nanotechnology has been around for decades, the use of nanotechnology in water purification and chemical product collection has faced several impediments that have slowed its commercial introduction. First, there is a high cost in producing nanoparticles. Second, specialty or boutique nanoparticles have been very difficult to manufacture in sufficiently large quantities. Third, nanoparticles have been difficult to customize for removal of individual contaminants in wastewater or to collect target chemicals in the industrial process. Therefore, there are currently no treatment systems that utilize nanoparticles to treat water or wastewater using the techniques and methods being developed by the Company.

AsThe BluFlow™ Nanoparticles hold the promise of ~~December~~improving ~~31,~~the ~~2010,~~water wepurification ~~did~~process ~~not~~on ~~have~~two ~~any~~important ~~employees.~~levels:

5· The first and most basic level is that they allow for the absorption and removal of a wide range of specific target substances, contaminates, or pollutants from water.

~~ITEM~~· 2The second level is the use of the BluFlow™ Nanoparticles as part of manufacturing processes to collect valuable elements and compounds from water based solutions for economic benefit of beneficial reuse. ~~PROPERTIES~~

~~Our~~· ~~corporate office is located at 100 Overlook Drive~~Third, ~~2nd~~having ~~Floor,~~the ~~Princeton,~~ability ~~New Jersey, 08540. Rent for this month-~~to~~-month~~ ~~operating~~meet ~~lease~~effluent isdischarge ~~$119~~limitations ~~per month plus tax~~ and ~~variable~~demonstrate ~~charges.~~compliance ~~Pursuant to the lease terms, we are provided~~ with ~~a bundle of services~~State, ~~including~~Federal, ~~but~~and ~~not~~local ~~limited~~wastewater ~~to,~~discharge ~~reception,~~and ~~phone~~Clean ~~and~~Water ~~mail~~Act ~~service~~Regulations.

WeThe ~~also~~Company ~~maintain~~has andeveloped ~~office~~a atpatent ~~2000~~pending proprietary ~~Town~~system ~~Center,~~for ~~Suite~~precisely ~~1900~~formulating, ~~Southfield~~producing, ~~Michigan, 48075. We have a three month lease, which began August 1, 2010~~ and ~~automatically~~deploying ~~renews~~customizable inabsorbent ~~three~~nanoparticles ~~month intervals. We may terminate this lease agreement by giving written notice~~ to ~~the~~specific ~~landlord not less than two months prior to the expiration of the term of the lease. The rent~~ functionality for ~~the~~contaminant/chemical ~~office~~removal ~~in Southfield, MI is $715 per month plus tax~~ and/or ~~variable~~extraction ~~charges.~~of Wevaluable ~~share~~elements ~~this office space with another company for whom Mr. Amit S. Dang, our Chief Executive Officer~~ and ~~Chief~~compounds ~~Financial~~from ~~Officer~~water ~~provides~~based ~~executive consulting services~~solutions. ~~As a result~~Additionally, the weBluFlow™ ~~evenly~~Nanoparticles ~~share~~have the ~~total~~advantage ~~monthly~~of ~~rent~~being ~~cost~~able ~~with the aforementioned company. Pursuant~~ to ~~the~~be ~~lease~~recovered ~~terms,~~and wereused ~~are~~multiple ~~provided~~times ~~with~~without ~~a bundle~~ loss of ~~services~~efficiency, ~~including,~~thereby ~~but~~providing ~~not~~a ~~limited to~~technical, ~~reception~~economical, ~~phone~~ and ~~mail~~cost ~~service~~effective ~~for~~means ~~one~~of ~~gross~~utilizing ~~price~~nanoparticles.

~~ITEM~~Benefits ~~3. LEGAL~~of ~~PROCEEDINGS~~the BluFlow™ AUT

AsThe ofCompany’s ~~the~~BluFlow™ ~~date of this report~~AUT, weis ~~are~~a ~~not~~proprietary afully ~~party~~automated process to ~~any~~recover ~~material~~water ~~pending~~from ~~legal~~waste ~~proceedings~~ or ~~government~~impure ~~actions, including any bankruptcy, receivership, or similar proceedings~~streams. InThe ~~addition,~~BluFlow™ ~~management~~AUT isachieves ~~not~~usable ~~aware~~water ofrecovery ~~any known litigation or liabilities involving the operators~~ of ~~our~~85 ~~properties that could affect our operations. Should any liabilities incur in the future~~-95%, a ~~they~~significant ~~will~~increase beover ~~accrued~~conventional ~~based~~technologies ~~on management’s best estimate of the potential loss. As~~ such, ~~there~~as isreverse noosmosis ~~adverse effect on our financial position, results of operations~~ or ~~cash~~multistage ~~flow~~reverse atosmosis ~~this~~with ~~time.~~chemical ~~Furthermore, we do not believe~~ treatment that ~~there~~only ~~are~~have ~~any~~usable ~~proceedings~~water torecoveries ~~which any~~ of ~~our~~50 directors, officers, or affiliates, any owner of record of the beneficially or more than five percent of our common stock, or any associate of any such director, officer, affiliate, or security holder is a party adverse or has a material interest adverse to us-60%.

~~PART~~The IIBluFlow™ Treatment System

~~ITEM~~The 5Company has developed the patent pending BluFlow™ Treatment System, a first of its kind, integrated water and wastewater treatment system which incorporates IP directly or indirectly controlled by the Company, including the BluFlow™ Nanoparticles and the BluFlow™ AUT to remove target elements, compounds and pollutants and purify water that may be suitable for reuse. ~~MARKET~~ ~~FOR~~Unlike ~~REGISTRANT’S~~Conventional ~~COMMON~~Treatment Technologies ~~EQUITY~~that utilize multiple systems to remove target pollutants and treat water and wastewater, ~~RELATED~~the ~~STOCKHOLDER~~patent ~~MATTERS~~pending ~~AND~~BluFlow™ Treatment ~~ISSUER~~System ~~PURCHASES~~is OFunique ~~EQUITY~~because ~~SECURITIES~~it is a single integrated system that simultaneously permits the removal of target chemicals/pollutants and further purifies the remaining water with minimal reject wastewater (5-15% compared to 40-50% for conventional technologies such as reverse osmosis).

~~Market~~Application ~~Information~~of the BluFlow™ Treatment Systems

~~Our~~Over ~~common~~time ~~stock~~the isCompany ~~traded~~believes onthat the BluFlow™ ~~Over~~Treatment ~~the~~Systems ~~Counter~~can ~~Bulletin~~be ~~Board~~utilized ~~(the~~in ~~“OTCBB”)~~virtually ~~under~~all segments of the ~~symbol~~water ~~“PYTO~~and wastewater treatment and purification market; initial target markets are further described below.”

~~The~~Treatment ~~following~~of ~~table~~Cleaning ~~sets~~Contaminated Groundwater ~~forth~~with the ~~high~~BluFlow™ ~~and~~Treatment low bid quotations for our common stock for each quarter during the past two fiscal years as reported by the OTCBB. The below quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:System

	High		Low
Fiscal Year Ended December 31, 2010
First Quarter 2010 (January 1 – March 31, 2010)	$	0.05	$	0.02
Second Quarter 2010 (April 1 – June 30, 2010)	$	0.05	$	0.03
Third Quarter 2010 (July 1 – September 30, 2010)	$	0.05	$	0.01
Fourth Quarter 2010 (October 1 – December 31, 2010)	$	0.03	$	0.01
Fiscal Year Ended December 31, 2009
First Quarter 2009 (January 1 – March 31, 2009)	$	0.14	$	0.03
Second Quarter 2009 (April 1 – June 30, 2009)	$	0.09	$	0.04
Third Quarter 2009 (July 1 – September 30, 2009)	$	0.08	$	0.05
Fourth Quarter 2009 (October 1 – December 31, 2009)	$	0.08	$	0.02

Groundwater is an essential resource - nearly half of all drinking water in the United States comes from groundwater. According to the Centers for Disease Control and Prevention, an estimated 15 million U.S. households (nearly 60 million people) regularly depend on private water wells for drinking water. The U.S. Geological Survey (the “USGS”) tested more than 5,000 wells in 40 aquifers for 23 elements and found that “wells with human health benchmark exceedances were widespread across the United States.” According to the USGS 13% of all untreated private monitored wells contained levels of harmful metals that exceeded health based levels. This means that at least 2 million households in the U.S. could potentially benefit from the patent pending BluFlow™ Treatment System. In addition, most of these wells contain “hard water” that can corrode pipes and block intake systems, thus making the water difficult to use without also undergoing softening treatment.

AsInorganic ofarsenic ~~March~~(“arsenic”), a 14carcinogenic toxic metal that has been linked to many forms of cancer, ~~2011~~is one of the most frequent elements that exceeded the health standards set by the EPA. In a February 2000 report, ~~there~~the Natural Resources Defense Counsel analyzed data compiled by the EPA on arsenic in drinking water in 25 states. Their most conservative estimates based on the data indicated that more than 34 million Americans were ~~approximately~~drinking ~~298~~tap ~~stockholders~~water ofsupplied ~~record~~by systems containing average levels of ~~our~~arsenic ~~common~~that ~~stock~~posed unacceptable cancer risks and consider it likely that as many as 56 million people in those 25 states were drinking water with arsenic at unsafe levels - and that’s just the 25 states that reported arsenic information to the EPA. Globally, there are many countries where arsenic in drinking-water has been detected at concentrations greater than health based levels. These include Argentina, Australia, Bangladesh, Canada, Chile, China, Hungary, India, Mexico, Peru and Thailand.

~~Dividend~~In ~~Policy~~instances where a well may be contaminated with arsenic and contain hard water, the patent pending BluFlow™ Treatment System will both remove the arsenic and then reduce the hardness of the water making it usable for high quality water applications with minimal reject water (5 - 15% compared to 40 - 50% for conventional reverse osmosis).

WeIndustrial ~~have~~Wastewater ~~not~~Treatment paid any dividends on our common stock and our board of directors presently intends to continue a policy of retaining earnings, if any, for use in our operations. The declaration and payment of dividends in with the ~~future,~~BluFlow™ ofTreatment which there can be no assurance, will be determined by the board of directors in light of conditions then existing, including earnings, financial condition, capital requirements and other factors. The Nevada Revised Statutes prohibit us from declaring dividends where, if after giving effect to the distribution of the dividend:System

·Another Wemarket ~~would~~segment ~~not~~which bethe ~~able~~Company plans to ~~pay~~enter ~~our~~is ~~debts~~the asU.S. ~~they~~industrial ~~become~~wastewater ~~due~~market and in particular, industrial facilities that need to recycle and reuse their waste water or purify that water prior to discharge. Manufacturers, including major pharmaceutical companies have legally released 271 million pounds of various chemicals into America’s waterways, including those that provide our citizens with drinking water. Industrial process water that contains undesirable contaminants currently poses a significant problem for sewage treatment plants. Therefore, the ~~usual~~EPA ~~course~~has imposed stringent wastewater discharge guidelines that require the purification of ~~business;~~industrial use orwater before it is discharged into the environment. The patent pending BluFlow™ Treatment System provides industrial water users an environmentally friendly and cost effective means for purifying their waste water.

· Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.5

~~Except~~The aspatent ~~set~~pending ~~forth~~BluFlow™ Treatment ~~above~~System efficiently treats industrial water by targeting and removing the offending chemical contaminant(s) which can then be removed and disposed of in compliance with applicable environmental regulations. Moreover, ~~there~~the ~~are~~BluFlow™ noAUT component ~~restrictions~~of ~~that~~the ~~currently~~system ~~materially~~can ~~limit~~further ~~our~~purify ~~ability~~between 85% and 95% the cleaned water (as opposed to ~~pay~~conventional ~~dividends~~reverse orosmosis ~~which~~systems that wecan ~~reasonably~~purify ~~believe~~only ~~are~~40% ~~likely~~to 50% of water) and send it back to ~~limit~~the ~~materially~~manufacturing plant for reuse in the ~~future~~industrial ~~payment~~process, thereby providing water usage efficiency as well as additional economic benefit to the industrial manufacturer in terms of ~~dividends~~savings onin ~~common~~water and ~~stock~~energy usage and disposal costs.

~~Our~~Utilizing ~~Board of Directors has~~ the ~~right~~BluFlow™ Treatment toSystem ~~authorize~~To ~~the~~Extract ~~issuance~~Valuable ofElements ~~preferred~~and ~~stock, without further stockholder approval, the holders of which may have preferences over the holders of the common stock as to payment of dividends.~~Compounds

~~Securities~~Fermentation ~~Authorized~~systems and separation technologies are widely used to produce a range of natural chemicals for ~~Issuance~~food, ~~Under~~cosmetics, ~~Equity~~toiletries, ~~Compensation~~industrial ~~Plans~~use and pharmaceuticals. The current fermentation and separation processes often limit productivity as they use significant amounts of energy, require large amounts of water for cleaning, must be shut down for repairs and experience buildup of biofilms; accordingly, the separation process can amount to 30% to 60% of the production costs. The unique capability of customizing the BluFlow™ Nanoparticles to target specific valuable elements and compounds will be of particular benefit to these potential customers. Because the BluFlow™ Nanoparticles don’t require the use of additional energy or water they allow the customer be more cost competitive and increase their profit margins. Additionally, the BluFlow™ AUT reduces corrosion and buildup of biofilms, thereby reducing the need for repairs and clean outs.

~~The~~Research ~~following table sets forth certain information regarding the common stock that may be issued upon the exercise of options, warrants~~ and ~~other rights that have been or may be granted to employees, directors or consultants under all of our existing equity compensation plans, as of December 31, 2010.~~Development

7Research and development costs represent costs incurred to develop our technologies and were incurred pursuant to our sponsored research agreements with University of California, Santa Barbara and another third party provider. These agreements include salaries and benefits for research and development personnel, allocated overhead and facility occupancy costs, contract services and other costs. Research and development costs are expensed when incurred, except for nonrefundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		-		-		22,250,000	(1)
Equity compensation plans not approved by security holders		-		-		-
Total		-		-		22,250,000

Research and development expense for the year ended December 31, 2011 and from the period October 14, 2010 to December 31, 2010, were $201,553 and $0, respectively.

~~(1) As of December 31, 2010, there are no stock options outstanding. This represents the number of stock options available for grant under our 2005 Stock Plan.~~Employees

~~ITEM~~As ~~7. MANAGEMENT'S~~of ~~DISCUSSION~~December ~~AND~~31, ~~ANALYSIS~~2011, OFwe ~~FINANCIAL~~did ~~CONDITION~~not ~~AND~~have any ~~RESULTS OF OPERATIONS~~employees.

~~Overview~~ITEM 2. PROPERTIES

~~The~~Our ~~following~~corporate ~~Management’s~~office ~~Discussion~~is ~~and~~located ~~Analysis~~at ~~(“MD&A”)~~430 Park isAvenue, ~~intended~~Suite to702, ~~help~~New ~~the~~York, ~~reader~~NY ~~understand~~10022. ~~our~~Complimentary ~~consolidated~~office ~~results~~space ofis ~~operations~~provided ~~and~~to ~~financial~~us ~~condition.~~by ~~The~~one ~~MD&A~~of isour ~~provided~~directors; aswe ado ~~supplement~~not ~~to,~~have any ~~and~~agreements ~~should~~in beplace ~~read~~regarding inour ~~conjunction~~office ~~with,~~space ~~our~~and ~~consolidated~~no ~~financial~~assurances ~~statements~~have ~~and~~been ~~the~~made ~~accompanying~~that ~~notes~~this tospace ~~the~~will ~~consolidated~~continue ~~financial~~to ~~statements~~be ~~included~~provided to inus ~~this~~on ~~Form~~a ~~10-K~~complimentary basis.

~~The~~ITEM ~~MD&A is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America~~3. ~~The~~LEGAL preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.PROCEEDINGS

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

We were incorporated in the State of Nevada on July 25, 2001. The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries PhytoMedical Technologies Corporation (“PhytoMedical Corp.”), PolyPhenol Technologies Corporation (“PolyPhenol”) and PhytoMedical Technologies Ltd. (“PhytoMedical Ltd.”).6

~~PhytoMedical~~PART ~~Corp. was incorporated on March 10, 2004 in the State of Nevada and has no assets and liabilities.~~II

8Our common stock is quoted on the OTC Markets Group, Inc.’s QB tier (the “OTCQB”) under the symbol “CEVE.” The OTCQB is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The OTCQB is a quotation medium for subscribing members, not an issuer listing service, and should not be confused with The NASDAQ Stock MarketSM or any other national exchange.

~~PhytoMedical~~As ~~Ltd.~~of ~~was incorporated on~~ April 1113, ~~2007~~2012, inthere ~~the~~were ~~Province~~85,031,557 shares of ~~British~~our ~~Columbia,~~common ~~Canada~~stock ~~for~~outstanding ~~providing~~and ~~administrative~~held ~~services~~by toapproximately ~~our~~544 ~~Canada~~stockholders ~~office. We~~of ~~ceased~~record; toa ~~conduct~~substantially ~~business~~greater innumber ~~Canada~~of holders onof ~~August~~our 31common stock are “street name” or beneficial holders, ~~2008~~whose shares are held of record by banks, brokers, and ~~closed~~other ~~this~~financial ~~office~~institutions. As aof ~~result~~April 13, 2012, we ~~dissolved~~had ~~PhytoMedical~~360,000 ~~Ltd.~~shares ~~and~~of ~~eliminated~~common ~~all~~stock ~~intercompany~~reserved ~~balances,~~for ~~effective~~issuance ~~January~~upon 1exercise of outstanding stock options and 270,000 ~~2009~~shares reserved for restricted stock grants which have not yet vested. We have no shares of preferred stock issued and outstanding.

~~Since~~Currently, there is only a very limited public market for our ~~incorporation~~stock weon ~~have~~the ~~focused~~OTCQB. You should also note that the OTCQB is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our ~~activities~~common stock is not quoted on the ~~development~~OTCQB or if a public market for our common stock does not develop, then investors may not be able to resell the shares of ~~new~~our ~~technologies~~common ~~(in~~stock ~~particular~~that ~~pharmaceutical~~they ~~technologies~~have purchased and ~~products)~~may ~~and,~~lose ~~where~~all ~~warranted~~of their investment. If we do establish a trading market for our common stock, ~~acquisition~~the market price of ~~rights~~our tocommon stock ~~obtain~~may ~~licenses~~be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to ~~technologies~~time experienced significant price and ~~products~~volume fluctuations that ~~are~~have ~~being~~particularly ~~developed~~affected bythe ~~third~~market ~~parties~~prices for the shares of developmental stage companies, ~~primarily~~which ~~universities~~may ~~and~~materially ~~government~~adversely affect ~~agencies~~the market price of our common stock. Accordingly, ~~through~~investors ~~sponsored~~may ~~research~~find that the price for our securities may be highly volatile and ~~development~~may ~~agreements~~bear no relationship to our actual financial condition, results of operation or value of our assets.

OnThe ~~May~~following ~~31,~~table ~~2010,~~sets ~~our~~forth ~~then~~the ~~President~~range of ~~and~~high ~~Chief Executive Officer, James Lynch, resigned both as an officer~~ and aslow aclosing ~~director,~~bid ~~and~~quotations ~~Mr.~~for ~~Amit~~our S.common ~~Dang~~stock ~~was~~during ~~appointed~~our inmost ~~his~~recent ~~place.~~two Onfiscal ~~June~~years 3,on ~~2010,~~the ~~Mr.~~OTC ~~Jeet~~Bulletin ~~Sidhu was appointed to our~~ Board ofand/or the ~~Directors~~OTCQB. In ~~June~~The ~~2010~~quotations ~~Messrs.~~represent ~~Gary~~inter-dealer ~~Branning,~~prices ~~Greg~~without ~~Wujek~~retail markup, ~~and~~markdown ~~Raymond~~or ~~Krauss resigned as directors. Mr. Krauss also resigned as our Chief Financial Officer~~commission, aand ~~position~~may ~~currently~~not ~~held~~necessarily represent byactual Mrtransactions. ~~Dang.~~

Following the management changes which occurred in June 2010, our Board of Directors determined that it was in our shareholders best interest to refocus our business in activities in a manner which may more fully enhance shareholder value. As a result, on August 25, 2010, we entered into a non-binding Memorandum of Intent (the “MOI”) with Standard Gold Corp., a Nevada corporation (“SGC”), relating to continuing discussions and the negotiation of a definitive agreement regarding our possible acquisition of all of the issued and outstanding shares of SGC.

	High		Low
Fiscal Year Ended December 31. 2011
First Quarter 2011 (January 1 – March 31, 2011)	$	0.50	$	0.01	⁽¹⁾
Second Quarter 2011 (April 1 – June 30, 2011)	$	0.50	$	0.01
Third Quarter 2011 (July 1 – September 30, 2011)	$	0.50	$	0.01
Fourth Quarter 2011 (October 1, - December 31, 2011)	$	0.44	$	0.01

Fiscal Year Ended December 31, 2010
First Quarter 2010 (January 1 – March 31, 2010)	$	2.50	$	1.00
Second Quarter 2010 (April 1 – June 30, 2010)	$	2.50	$	1.50
Third Quarter 2010 (July 1 – September 30, 2010)	$	2.00	$	1.00
Fourth Quarter 2010 (October 1, - December 31, 2010)	$	2.00	$	0.50

~~SGC~~(1) isShare aprices ~~natural resource exploration company engaged in the exploration~~ of ~~precious metals in the western United States on properties that may contain economic concentrations of mineralization~~$0. As01 ofinclude ~~the~~share ~~date~~prices ofless than ~~this report, none of SGC’s properties are known to contain any reserves. SGC’s strategy is to acquire properties that are prospective for mineral exploration~~ and ~~may~~including ~~have undergone some degree of mineral exploration and exploitation~~$0. ~~To date, SGC has acquired interests in gross acres of State Leases and Federal lode claims in the State of Nevada~~01.

~~Pursuant~~The toshare ~~the~~price ~~MOI,~~of ~~we loaned SGC $30,000 (~~the ~~“SGC~~Company’s common ~~Loan”)~~stock ~~so that it could maintain its mineral claims, in good standing, pending on-going negotiations. The SGC Loan bore interest~~ at anthe ~~annual~~close ~~rate~~ of ~~8.5%. Both~~business ~~the principal and the accrued interest~~ on ~~the~~April ~~SGC~~13, ~~Loan~~2012, ~~were~~was ~~repaid in January 2011~~$0.10.

OnDividend October 22, 2010 we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with SGC and its shareholders, pursuant to which we would acquire all of the issued and outstanding shares of SGC in exchange for 607,539,940 shares of our common stock (the “SGC Acquisition”). Consummation of the transactions contemplated by the Share Exchange Agreement were subject to the satisfaction of a number of conditions, including, but not limited to, our receipt of subscriptions for an aggregate of 150,000,000 Units being offered by us as at $0.01 per unit. If the conditions to closing were not satisfied by December 31, 2010 the Share Exchange Agreement would automatically terminate. Policy

~~Each~~We ofhave ~~the~~not ~~parties~~paid toany ~~the~~dividends ~~Share~~on ~~Exchange~~our ~~Agreement,~~common stock noand ~~longer~~our ~~believing~~board ~~that~~of ~~the~~directors ~~conditions~~presently intends to ~~closing~~continue ofa ~~the~~policy ~~transactions~~of ~~contemplated~~retaining byearnings, ~~the~~if ~~Share~~any, ~~Exchange~~for ~~Agreement~~use in ~~fact~~our ~~could~~operations. The bedeclaration ~~satisfied,~~and ~~entered~~payment ~~into~~of adividends ~~Termination~~in ~~Agreement and Mutual Release (~~the ~~“Termination Agreement”)~~future, ~~dated~~of aswhich ofthere ~~December~~can ~~24,~~be ~~2010. The~~no ~~Termination~~assurance, ~~Agreement~~will ~~provides~~be ~~for~~determined by the ~~earlier~~board ~~termination~~ of directors ~~the~~in ~~Share~~light ~~Exchange~~of ~~Agreement~~conditions ~~and~~then aexisting, ~~release~~including ~~(except~~earnings, asfinancial ~~otherwise~~condition, ~~provided)~~capital byrequirements ~~SGC~~ and ~~its~~other ~~shareholders~~factors. The onNevada ~~the~~Revised ~~one~~Statutes ~~hand,~~prohibit ~~and~~ us onfrom ~~the~~declaring ~~other~~dividends ~~hand~~where, ofif ~~any~~after ~~claims~~giving ~~arising~~effect ~~from or related~~ to the ~~Share~~distribution ~~Exchange~~of ~~Agreement~~the ~~and any agreements delivered pursuant thereto.~~dividend:

In anticipation that we would consummate the SGC Acquisition and pursue the exploration and development of the mineral claims held by SGC, we did not pay the $20,000 license maintenance fee that was due on September 1, 2010 to the Trustees of Dartmouth College (the “Dartmouth Trustees”). We had an exclusive license, granted pursuant to a license agreement dated September 1, 2008 (the “Dartmouth License Agreement”), between us and the Dartmouth Trustees, to develop, market and distribute a novel class of synthesized compounds known as bis-intercalators. Pursuant to Section 5.01(e) of the Dartmouth License Agreement, a $20,000 license maintenance fee was due and payable to the Dartmouth Trustees on September 1, 2010. Pursuant to Section 9.02 of the Dartmouth License Agreement, the Dartmouth Trustees provided us notice that it has terminated the Dartmouth License Agreement for a breach under Section 5.01(e).7

9· We would not be able to pay our debts as they become due in the usual course of business; or

We· ~~had~~Our ~~originally~~total ~~commenced~~assets ~~our~~would ~~research~~be ~~and~~less ~~development~~than ~~activities relating to D11B,~~ the ~~anti-cancer~~sum ~~compound licensed by us from Dartmouth College (“Dartmouth”), through a Sponsored Research Agreement (the “Sponsored Research Agreement”) with Dartmouth. As~~ of ~~September~~our ~~30,~~total ~~2009,~~liabilities ~~the~~plus ~~termination date of~~ the ~~Sponsored~~amount ~~Research~~that ~~Agreement,~~would ~~Dartmouth~~be ~~concluded~~needed its research and development activities, and provided us with, what it believes is, a key anti-cancer compound for glioblastoma, D11B. Based upon results of in vivo efficacy and toxicity tests, we had entered into a fee-for-services agreement with Latitude Pharmaceuticals, Inc. (“Latitude”) to ~~assist~~satisfy usthe inrights ~~our development~~ of anstockholders IVwho ~~formulation~~have ofpreferential ~~D11B,~~rights insuperior ~~order~~ to ~~conduct~~those ~~additional~~receiving ~~tests. Further development of~~ the ~~IV formulation for D11B was ceased in anticipation of the SGC Acquisition~~distribution.

AsExcept ofas ~~December~~set ~~31,~~forth ~~2010~~above, wethere ~~have~~are ~~paid~~no restrictions ~~$220,260~~that ~~pursuant~~currently tomaterially ~~the~~limit ~~Sponsored~~our ~~Research~~ability ~~Agreement~~to ~~with~~pay ~~Dartmouth~~dividends ~~and~~or ~~$10,017~~which ~~for~~we ~~reimbursement~~reasonably ofbelieve ~~expenses. Of~~are ~~the~~likely ~~total $230,277 paid~~ to ~~Dartmouth,~~limit ~~$8,764 is included in research and development expense for~~ materially the ~~year~~future ~~ended~~payment ~~December~~of ~~31,~~dividends ~~2010~~on ~~and~~common ~~$60,463 is included in research and development expense for the year ended December 31, 2009~~stock.

AsOur aBoard ~~result~~ of Directors has the ~~termination~~right ofto authorize the ~~Dartmouth~~issuance ~~License~~of ~~Agreement~~preferred stock, wewithout ~~recorded~~further anstockholder ~~impairment~~approval, ~~charge~~the holders of ~~$15,000~~which ~~during~~may ~~the~~have ~~year~~preferences ~~ended~~over the ~~December~~holders ~~31,~~of ~~2010~~the tocommon ~~write-off~~stock ~~the~~as ~~previously~~to ~~paid~~payment ~~license~~of ~~fee~~dividends.

AsSecurities ofAuthorized ~~December 31, 2010, we have paid $45,377 pursuant to the terms of the fee-~~for~~-services~~ ~~agreement~~Issuance Under ~~with~~Equity ~~Latitude,~~Compensation ~~all of which is included in research and development expense for the year ended December 31, 2009.~~Plans

~~Because~~On ~~the~~December ~~transactions~~29, ~~contemplated~~2011, by the ~~Share~~Company ~~Exchange~~cancelled its ~~Agreement~~2001 ~~were~~Stock ~~not~~Option ~~consummated,~~Plan weand ~~are~~its ~~undertaking~~2005 ~~efforts~~Stock toOption ~~identify~~Plan ~~new~~and ~~commercial~~approved ~~opportunities.~~the We2011 doLong ~~not~~Term ~~expect~~Stock toIncentive ~~generate~~Plan ~~any revenues for~~ (the ~~foreseeable~~“2011 Plan”), ~~future~~pursuant ~~and expect~~ to ~~continue~~which tothe ~~incur~~Board ~~losses.~~is ~~Our~~authorized ~~independent~~to ~~registered~~grant ~~public~~up ~~accountant~~to ~~has~~10,000,000 ~~issued~~shares anof ~~audit~~the ~~opinion~~Company’s common stock, which ~~includes~~have abeen ~~statement~~reserved ~~expressing~~for ~~substantial~~issuance. ~~doubt~~The as2011 toPlan ~~our~~has ~~ability~~not toyet ~~continue~~been asapproved aby ~~going~~the ~~concern~~Company’s stockholders.

~~Results~~The following table sets forth certain information regarding the common stock that may be issued upon the exercise of ~~Operations~~options, warrants and other rights that have been or may be granted to employees, directors or consultants under our existing equity compensation plans, as of December 31, 2011.

A summary of our operating expense (income) for the years ended December 31, 2010 and 2009 was as follows:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	0				0
Equity compensation plans not approved by security holders	630,000	⁽¹⁾	$	0.048	9,370,000
Total	630,000		$	0.048	9,370,000

	Year Ended
	December 31,					Increase /			Percentage
	2010			2009		(Decrease)			Change
Operating expense (income)
Director and management fees - related party	$	50,200		$	6,800	$	43,400			638	%
Investor relations and marketing		17,664			3,658		14,006			383
Wages and benefits		(2,566,016	)		263,052		(2,829,068	)		*
Research and development		8,764			113,826		(105,062	)		(92	)
Professional fees		284,158			136,423		147,735			108
Impairment of license fee		15,000			-		15,000			*
Other operating expenses		67,422			64,480		2,942			5
Total operating expense (income)	$	(2,122,808	)	$	588,239	$	(2,711,047	)		(461	)%

⁽¹⁾ Represents 360,000 issued options and 270,000 shares of common stock reserved for issuance pursuant to certain restricted stock awards that have been granted but not yet vested to our directors and officers which the Company assumed pursuant to the terms of the Reverse Merger.

*Recent ~~Not~~Sales ~~meaningful~~of Unregistered Securities

~~Director~~All ~~and~~funds ~~Management~~received ~~Fees~~from –the ~~Related~~sale ~~Party~~of our shares were used for working capital purposes. All shares bear a legend restricting their disposition. The foregoing securities may not be offered or sold in the United States unless registered under the Act, or pursuant to an exemption from registration.

OnThe ~~June~~shares 3,were ~~2010,~~issued in ~~order~~reliance toupon an ~~fill~~exemption ~~vacancies~~from ~~created~~registration bypursuant ~~the~~to ~~resignations~~Section 4(2) of ~~Mr.~~the ~~Lynch~~Securities ~~and Mr~~Act. ~~Branning,~~Each ~~the~~investor ~~Board~~took ofhis ~~Directors~~securities ~~appointed~~for ~~Mr.~~investment purposes ~~Amit~~without S.a ~~Dang~~view ~~and~~to ~~Mr.~~distribution ~~Jeet~~and S.had ~~Sidhu~~access to ~~our~~information ~~Board~~concerning ofus ~~Directors. The~~and ~~Board~~our ofbusiness ~~Directors~~prospects, ~~also~~as ~~approved~~required by the ~~terms~~Securities ofAct. anIn ~~Interim~~addition, ~~Executive~~there ~~Services~~was ~~Agreement~~no ~~between~~general ussolicitation ~~and~~or ~~Mr.~~advertising ~~Dang~~for (the ~~“Executive~~purchase ~~Services~~of ~~Agreement”) pursuant to which Mr. Dang was appointed~~ our ~~President and Chief Executive Officer~~shares. On ~~June~~Our ~~22,~~securities were ~~2010,~~sold inonly ~~order~~ to ~~fill~~an ~~the~~accredited ~~vacancy~~investor ~~created~~and bya ~~the~~limited ~~resignation~~number of ~~Mr.~~sophisticated ~~Krauss~~investors, ~~the~~as ~~Board~~defined ofin ~~Directors~~the ~~also~~Securities ~~appointed~~Act ~~Mr.~~with whom ~~Dang~~we tohad ~~serve~~a asdirect ~~our~~personal ~~Chief~~preexisting ~~Financial Officer~~relationship, ~~Treasurer,~~ and ~~Secretary. Mr.~~after ~~Dang~~a ~~receives~~thorough ~~compensation~~discussion. ~~of $5~~Finally,~~000~~ ~~per~~our ~~month~~stock ~~during~~transfer ~~the~~agent ~~term~~has been ofinstructed ~~the~~not ~~Executive~~to ~~Services~~transfer ~~Agreement. We~~any ~~may~~of ~~terminate~~such ~~the~~shares, ~~Executive~~unless ~~Services~~such ~~Agreement~~shares atare ~~any~~registered ~~time~~for ~~with~~resale or ~~without~~there ~~cause. During~~is ~~the~~an ~~year~~exemption ~~ended~~with respect ~~December 31, 2010, we incurred $35,000 pursuant~~ to ~~the~~their ~~Executive Services Agreement~~transfer.

108

~~Until~~Each ~~May~~purchaser ~~31,~~was ~~2010,~~provided ~~non-employee~~with ~~Board~~access to ~~members~~our ~~received~~filings ~~$250~~with ~~per~~the ~~month~~US ~~for~~Securities ~~services~~and ~~rendered~~Exchange inCommission (the ~~capacity of a Board member plus $100 per Board meeting attended. The Board approved an increase~~“SEC”), ~~effective~~including ~~June~~the ~~1, 2010, in non-employee Board fees to $750 per month.~~following:

~~During~~· ~~the~~Our ~~years~~annual ~~ended~~report ~~December~~to ~~31,~~stockholders ~~2010~~for ~~and~~the ~~2009,~~most werecent ~~incurred~~fiscal $9year,~~200~~ ~~and~~the ~~$6,800,~~definitive ~~respectively,~~proxy instatement ~~non-employee~~filed ~~director~~in ~~fees. Additionally,~~connection ~~during~~with ~~the~~that ~~year~~annual ~~ended December 31~~report, ~~2010~~and, weif ~~recorded~~requested ~~stock~~by ~~compensation of $6,000 (net of~~ the ~~reversal~~purchaser ~~of stock compensation discussed~~ in ~~“Note~~writing, ~~14.~~a ~~Stock~~copy ~~Options”~~of toour ~~the~~most ~~consolidated~~recent ~~financial statements contained in this~~ Form 10-K) ~~for~~under ~~stock~~the ~~options~~Exchange ~~previously~~Act ~~granted~~of to1934, ~~directors~~as ~~and~~amended ~~vesting~~(the ~~over~~“Exchange ~~time~~Act”).

· The ~~increase~~information contained in ~~director~~an ~~fees~~annual ofreport ~~$2,400~~on ~~for~~Form ~~the~~10-K ~~year~~under ~~ended December 31, 2010 compared to 2009 is primarily due to~~ the ~~increase~~Exchange ~~in the monthly fee paid to non-employee directors~~Act.

~~Investor~~· ~~Relations~~The information contained in any reports or documents required to be filed by the Company under sections 13(a), 14(a), 14(c), and ~~Marketing~~15(d) of the Exchange Act since the distribution or filing of the reports specified above.

~~Marketing~~· ~~and~~A ~~investor~~brief ~~relations~~description ~~costs~~of ~~represent~~the ~~fees~~securities ~~paid~~being tooffered, ~~publicize~~the ~~our~~use ~~technology~~of ~~within~~the proceeds from the ~~industry~~offering, and ~~investor~~any ~~community~~material ~~with~~changes ~~the~~that ~~purpose~~are ofnot ~~increasing~~disclosed ~~company~~in ~~recognition~~the documents furnished.

WePursuant ~~utilize~~to ~~various~~the ~~third~~terms ~~parties~~of the Merger Agreement the Company issued 71,794,860 shares of its common stock to ~~manage~~the ~~our~~stockholders ~~investor~~of ~~relations~~BluFlow for 23,931,620 shares of BluFlow common stock and ~~facilitate~~exchanged ~~our~~with ~~marketing~~BluFlow ~~programs~~stockholders who were also holders of common stock purchase warrants to purchase up to an aggregate of 1,527,500 shares of BluFlow common stock at an initial price of $0.50 per share, 4,582,500 Exchange Warrants, allowing the holders thereof to ~~increase~~purchase ~~company~~an ~~recognition~~equal ~~and~~number ~~branding~~of shares of the Company’s common stock at an initial exercise price of $0.16 per share, which expire on December 31, 2012. The exercise price of the Exchange Warrants and the number of shares issuable upon the exercise of the warrants are subject to ~~provide~~proportional ~~shareholder~~adjustment ~~communications~~in the event of stock splits, dividends, recapitalizations or similar transactions.

~~The~~BluFlow’s ~~increase~~stockholders inwere ~~investor~~issued the ~~relations~~shares ~~and~~of ~~marketing~~the ~~during~~Company’s common stock and the ~~year~~Exchange ~~ended~~Warrants ~~December~~in ~~31,~~reliance ~~2010~~upon ~~compared~~exemptions afforded to the ~~prior~~Company ~~year~~by, but isnot ~~substantially~~limited ~~due~~ to $5,~~500~~ ~~paid for~~ the ~~publication~~provisions of ~~our~~Regulation ~~financial~~D ~~statements~~ and ~~other~~Regulation ~~corporate~~S ~~information in various financial periodicals~~ and ~~$7,150~~upon ~~incurred~~representations ~~for~~made ~~the~~to ~~press release announcing that we were continuing negotiations for~~ the ~~acquisition~~Company ofby ~~Standard~~those ~~Gold~~stockholders that ~~Corp.~~they ~~and~~meet the ~~announcement~~exemption ofrequirements ~~the~~afforded ~~appointment~~by ofRegulation ~~Dr.~~D ~~James~~or ~~Lynch~~Regulation ~~as our President and Chief Executive Officer, effective March 15, 2010~~S.

~~Wages~~On December 29, 2011, the Company entered into the Rayat Settlement Agreement pursuant to which Mr. Rayat, our former Chief Financial Officer, director, and ~~Benefits~~majority stockholder, was issued 7,500,000 shares of the Company’s common stock as payment in full of the principal amount of the Rayat Convertible Note. Pursuant to the terms of the Rayat Settlement Agreement, Mr. Rayat agreed to forgive all accrued and unpaid interest due him under the Rayat Convertible Note, The carrying value of the note payable and interest was $167,584 at the time of conversion..

~~During~~On ~~the year ended~~ December 3129, ~~2010~~2011, wethe ~~incurred~~Company ~~$50,135~~entered into in wages and benefits expense for services rendered by Dr. Lynch and $50,997 in wages and benefits expense for services rendered by Mr. Wujek, both of whom served as our former President, Chief Executive Officer, and each as one of our Directors. Mr. Wujek resigned as our President and Chief Executive Officer, effective March 15, 2010 and as one of our directors, effective June 17, 2010. Simultaneously with his resignation as our President and Chief Executive Officer, the ~~employment~~Sidhu ~~agreement~~Settlement ~~between us and Mr. Wujek was terminated and all of the 2~~Agreement,~~000,000~~ ~~stock~~pursuant ~~options previously granted~~ to ~~Mr. Wujek, none of~~ which ~~had vested, were forfeited upon his resignation and termination of employment~~Mr. ~~Accordingly,~~ ~~during the year ended December 31~~Sidhu, ~~2010, we recorded~~ a ~~reversal~~director of ~~stock compensation expense previously recorded for~~ the ~~fair value of Mr. Wujek’s stock options of $2~~Company,~~667,500. The~~ ~~year~~was ~~ended~~issued ~~December 31~~30, ~~2010 also includes stock compensation of $6,310 for the amortization of the fair value of a stock option granted to Dr. Lynch to purchase up to 4,~~000~~,000~~ shares of ~~our~~the Company’s common stock atas anpayment ~~exercise~~in ~~price~~full of ~~$0.04~~director ~~per share. The stock option granted to Dr. Lynch was forfeited upon him tendering his resignation, effective May 31, 2010, and therefore we recorded a reversal of stock~~ compensation ofowed ~~$6,310 during the same twelve month period ending December 31, 2010 for a net $0 impact to the consolidated financial statements during the year ended December 31, 2010~~him.

~~Wages~~On ~~and~~December ~~benefits~~29, ~~incurred~~2011, ~~during~~the Company entered into the ~~year~~S&C ~~ended~~Settlement ~~December~~Agreement, 31pursuant to which Mr. Sierchio, ~~2009~~a ~~represents~~director ~~amounts~~of ~~incurred~~the ~~for~~Company ~~services~~and ~~rendered~~a bymanaging ~~Mr.~~partner ~~Wujek~~of Sierchio & Company, LLP was issued 876,825 shares of the Company’s common stock as payment in full of the accrued but unpaid legal fees due to Sierchio & Company, LLP.

11Additional Information

~~Research~~Copies of our annual reports, quarterly reports, current reports, and ~~Development~~any amendments to those reports, are available free of charge on the internet at www.sec.gov. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

Research and development costs represent costs incurred to develop our technologies and are incurred pursuant to our sponsored research agreement with Dartmouth and other third party contract research organizations. The sponsored research agreement includes salaries and benefits for research and development personnel, allocated overhead and facility occupancy costs, contract services and other costs. Research and development costs are expensed when incurred, except for nonrefundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed.9

~~Research~~ITEM ~~and~~7. ~~development~~MANAGEMENT’S ~~expense~~DISCUSSION ~~for~~AND ~~the~~ANALYSIS ~~year~~OF ~~ended~~FINANCIAL ~~December~~CONDITION ~~31,~~AND ~~2010~~RESULTS ~~consists~~OF ~~of payments made pursuant to the Sponsored Research Agreement with Dartmouth and a third party for furthering the development of the D11B compound.~~OPERATIONS

Research and development expense for the year ended December 31, 2009, consists of payments made pursuant to the Sponsored Research Agreement with Dartmouth, the fee-for-services agreement with Latitude, reimbursement of related expenses, and payments to other third party contractors.Overview

~~Professional~~The ~~Fees~~following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand our consolidated results of operations and financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements included in this Form 10-K.

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

During the year ended December 31, 2010, we incurred professional fees of $284,158, an increase of $147,735, from $136,423 during the prior year. The increase is substantially due to increases in legal fees of approximately $105,500, accounting related fees of approximately $25,500, and SEC filing costs of approximately $17,200. The increase in legal fees is due to the preparation and filing of our Form S-1, execution of stock option agreements for stock options granted on March 15, 2010 to Dr. Lynch and non-employee directors, fees incurred as a result of changes in the composition of our executive team and Board of Directors, services performed in connection with the receipt of $400,000 in May 2010 pursuant to a private placement offering, and the MOI between us and Standard Gold Corp. The increase in accounting related fees is substantially due to the filing of our Form S-1 and the increase in corporate activity previously described. The increase in SEC filing costs is due to the filing of our Form S-1 and related correspondence in addition to various Form 8-Ks.Background

~~Impairment~~We were incorporated in the State of ~~License~~Nevada on ~~Fee~~July 25, 2001, under the name “Enterprise Technologies, Inc.” and have focused our efforts on the development of new technologies and, where warranted, acquiring rights to obtain licenses to technologies and products that are being developed by third-parties, primarily universities and government agencies, through sponsored research and development agreements. On November 21, 2011, we changed our name to Ceres Ventures, Inc.

OnPrior ~~September~~to 1,our ~~2008,~~acquisition of BluFlow we had ~~entered~~been ~~into~~a “shell company,” as that term is defined in Rule 405 of the ~~Dartmouth~~Securities ~~License~~Act ~~Agreement~~and ~~pursuant~~had initiated our search for a commercially viable business. In order to ~~which~~facilitate weour ~~obtained~~efforts, ~~the~~on ~~exclusive~~November ~~rights~~21, 2011, we changed our name to ~~develop~~Ceres Ventures, Inc. ~~market~~and implemented the Reverse Split. The Reverse Split was declared effective by FINRA on December 12, 2011. All shares and share ~~distribute~~prices ahave ~~novel~~been ~~class~~retroactively ofchanged ~~synthesized~~to ~~compounds~~reflect ~~known~~the asReverse ~~bis-intercalators~~Split.

~~Under~~Reverse the terms of the Dartmouth License Agreement, we were obligated to pay annual license maintenance fees to the Dartmouth Trustees, in addition to an upfront payment of $15,000 within 30 days of execution of the agreement, with such payment already having been made.Merger

InOn ~~anticipation~~December ~~that we would consummate the SGC Acquisition and pursue the exploration and development of the mineral claims held by SGC~~29, ~~we did not pay the $20~~2011,~~000~~ ~~license~~Ceres ~~maintenance fee that was due on September 1~~Ventures, ~~2010 pursuant to Section 5~~Inc.~~01(e)~~ completed of the ~~Dartmouth~~Reverse ~~License~~Merger ~~Agreement.~~with AsBluFlow afurther ~~result~~described ofelsewhere ~~the~~in ~~intended~~this ~~termination~~Form ~~of the Dartmouth License Agreement, we recorded an impairment charge of $15,000 during the year ended December 31, 2010 to write~~10-~~off the previously paid license fee~~K. ~~Pursuant to Section 9.02 of the Dartmouth License Agreement, the Dartmouth Trustees provided us notice that it has terminated the Dartmouth License Agreement for a breach under Section 5.01(e).~~

~~Other~~Our ~~Operating~~current ~~Expenses~~strategy is, together with our wholly-owned subsidiary, to identify, acquire and develop a comprehensive portfolio of technologies relating to clean resources technologies which we believe have potential for global commercialization and application.

~~Other~~In ~~operating~~exploring ~~expenses~~potential ~~include~~business ~~patent~~opportunities, BluFlow ~~application~~identified ~~fees,~~and obtained the exclusive right to license ~~related~~certain ~~fees~~highly specialized magnetized nanoparticles, ~~travel~~initially ~~and~~developed at ~~entertainment~~the University of California, ~~rent~~Santa Barbara (“UCSB”) for, ~~office~~among ~~supplies~~other things, ~~printing~~potential water treatment applications and ~~mailing,~~solutions. ~~information~~These ~~technology~~highly ~~related~~specialized ~~fees~~magnetized ~~and~~nanoparticles ~~other~~are ~~administrative~~the ~~costs~~subject of three patent applications (the “UCSB Nanoparticles”).

12On December 9, 2010, we entered into a Sponsored Research Agreement (the “Research Agreement”) with UCSB, providing for the continuing development of the UCSB Nanoparticles.

~~During~~On ~~the~~October ~~year ended December 31~~11, ~~2010~~2011, we ~~incurred~~entered ~~other~~into ~~operating expenses of $67,422,~~ an Exclusive ~~increase~~License ofAgreement ~~$2,942,~~with ~~from~~UCSB ~~$64,480 during~~ (the ~~prior~~“License ~~year. The~~Agreement”), ~~increase~~pursuant ~~is partially due~~ to ~~increases~~which init ~~travel~~obtained ~~related~~a ~~expenses~~worldwide ofexclusive license ~~approximately~~to ~~$6,900,~~market ~~rent of approximately $4,300,~~ and ~~printing~~sell ~~and mailing costs of approximately $5,300 for~~ the ~~distribution~~BluFlow™ ofNanoparticles. ~~our~~After ~~Information~~entering ~~Statement~~into ~~pursuant to Section 14(c) of~~ the ~~Securities~~License ~~Exchange~~Agreement ~~Act of 1934, whereby in January 2010,~~ we ~~informed~~terminated our sponsored ~~investors~~research ~~that~~agreement ~~certain~~with ofUCSB ~~our stockholders, representing a majority of our issued~~ and ~~outstanding~~engaged ~~shares~~Applied ofPower ~~common stock~~Concepts, ~~voted~~Inc. ~~to increase the number of authorized shares of common stock issuable from 300~~(“APC”),~~000,000~~ to ~~2,000,000,000.~~further ~~Offsetting~~our ~~these~~research ~~increases~~and development inefforts. ~~other~~By ~~operating~~using ~~expenses~~APC ~~are~~to ~~decreases~~continue inresearch ~~patent filing fees of approximately $14,900~~ and ~~a $10~~development,~~000~~ ~~license~~we ~~maintenance~~can ~~fee~~now ~~paid~~develop toour ~~Dartmouth~~own inintellectual ~~the prior year~~property.

~~Other Income (Expense)~~10

AIn ~~summary~~response ofto the global water issue, we, through our ~~other~~agreement ~~income~~with ~~(expense)~~APC ~~for~~has developed the ~~years~~patent ~~ended~~pending ~~December~~BluFlow™ 31Treatment System, ~~2010~~a first of its kind clean tech water treatment solution, which incorporates IP directly or indirectly controlled by us, including the BluFlow™ Nanoparticles and ~~2009~~the ~~was~~BluFlow™ asAUT ~~follows:~~to target and remove valuable elements, compounds and pollutants from water, and to purify water so that it may be suitable for reuse.

	December 31,						Increase /			Percentage
	2010			2009			(Decrease)			Change
Other income (expense)
Interest expense	$	(95,877	)	$	(63,750	)	$	(32,127	)		50	%
Interest income		780			-			780			*
Change in fair value of warrant liability		-			(93,910	)		93,910			*
Gain on extinguishment of warrant liability		-			52,631			(52,631	)		*
Loss on dissolution of foreign subsidiary		-			(523	)		523			*
Total other income (expense)	$	(95,097	)	$	(105,552	)	$	10,455			(10	)%

Unlike conventional wastewater treatment technologies that utilize multiple systems and processes to remove target pollutants or target constituents, the patent pending BluFlow™ Treatment System provides a unique single integrated system that simultaneously permits the removal of target chemicals/pollutants or valuable elements and compounds while purifying the remaining water with minimal reject wastewater (5-15% compared to 40-50% for conventional systems such as reverse osmosis).

*We ~~Not~~do ~~meaningful~~not currently have any commercial products and there is no assurance that we will successfully be able to design, develop, manufacture, or sell any commercial products in the future. Our product development programs involve ongoing research and development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by our contract engineers, scientists, and consultants.

~~Interest~~Ultimately, ~~Expense~~we plan to market the BluFlow™ Treatment Systems, along with the BluFlow™ Nanoparticles and BluFlow™ AUT through co-marketing, co-promotion, licensing and distribution arrangements with third party collaborators. We believe that this approach could provide immediate access to pre-existing distribution channels, therefore potentially increasing market penetration and commercial acceptance of our products and enabling us to avoid expending significant funds for development of a large sales and marketing organization.

~~Interest~~We ~~expense~~cannot ~~for~~accurately predict the ~~year~~amount of ~~ended~~funding ~~December~~or ~~31,~~the ~~2010~~time ~~substantially~~required ~~represents~~to ~~interest~~successfully ~~accrued~~commercialize ofeither ~~$86~~the BluFlow™ Treatment Systems,~~129~~ the BluFlow™ Nanoparticles and/or BluFlow™ AUT The actual cost and time required to commercialize these technologies and business may vary significantly depending on, among other things, the ~~$750~~results of our research and development efforts,~~000~~ ~~note~~the ~~payable~~cost ~~(from~~of ~~January~~developing, 1acquiring, ~~through~~or ~~February~~licensing various 28enabling technologies, ~~2010)~~changes in the focus and $1direction of our research and development programs,~~067~~ competitive and technological advances,~~527~~ ~~convertible~~the ~~note~~cost ~~payable~~of ~~(from~~filing, ~~March~~prosecuting, 1defending ~~through~~and ~~December~~enforcing ~~31,~~claims ~~2010)~~with respect to ~~Mr.~~patents, ~~Harmel~~the S.regulatory ~~Rayat~~approval process and manufacturing, ~~interest~~marketing ~~accrued~~and other costs associated with commercialization of $2these technologies. Because of this uncertainty,~~832~~ even onif ~~the~~financing ~~$40~~is available to us,~~000~~ ~~convertible~~we ~~note~~may ~~payable~~not secure sufficient funding to aeffectuate ~~non-affiliated~~our ~~third~~business ~~party,~~plan or secure such funding on terms and $6conditions which may be commercially onerous. If adequate funds are not available on reasonable terms or at all,~~885~~ ~~for~~it would ~~the~~result ~~accretion~~in ofa ~~the~~material ~~discount~~adverse effect on ~~the~~our ~~convertible~~business, ~~notes~~operating ~~payable~~results, financial condition and prospects.

~~Interest~~Research ~~expense~~and ~~for~~Related ~~the year ended December 31, 2009 represents interest accrued on the $750,000 note payable to Mr. Rayat, at an annual rate of 8.5%.~~Agreements

~~Please~~We ~~refer~~are a party to ~~“Convertible~~certain ~~Note~~agreements ~~Payable~~related to –the ~~Current”~~development ~~and~~of ~~“Notes~~our ~~Payable~~BluFlow™ technologies. These agreements, and ~~Convertible~~certain ~~Note~~effects ~~Payable~~of –these ~~Long~~agreements ~~Term”~~on our financial statements for the periods presented in this Form 10-K, are summarized below.

~~Interest~~University ~~Income~~of California, Santa Barbara (“UCSB”)

~~Interest~~On ~~income~~December ~~for~~9, 2010, BluFlow, entered into the ~~year~~Research ~~ended~~Agreement ~~December~~with 31UCSB, ~~2010~~providing ~~represents~~for ~~interest~~the ~~earned~~continuing ondevelopment of the ~~SGC~~UCSB ~~Loan~~Nanoparticles. ~~Please~~On ~~refer~~October 11, 2011, BluFlow entered into the License Agreement pursuant to ~~“Background”~~which ~~above~~we ~~for~~obtained a worldwide exclusive license to market and sell the ~~terms~~UCSB ofNanoparticles. After entering into the ~~SGC~~License ~~Loan~~Agreement we terminated our sponsored research agreement with UCSB and engaged APC, to further our research and development efforts. By using APC to continue research and development, we can now develop our own intellectual property. Pursuant to SEC Rule 24b-2, certain portions of this agreement have been granted confidential treatment and therefore have not been disclosed

~~Change in Fair Value of Warrant Liability and Gain on Extinguishment of Warrant Liability~~11

OnApplied ~~January~~Power 1Concepts, ~~2009,~~Inc. ~~we adopted guidance which is now part of ASC 815-40, Contracts in Entity’s Own Equity~~ (~~ASC 815-40~~“APC”). We determined that our Class A Warrants contained a Dilutive Issuance provision. As a result, we reclassified 10,897,081 of our Class A Warrants to warrant liability, resulting in a cumulative adjustment to accumulated deficit as of January 1, 2009 of $1,174,576.

~~Our~~On ~~Class~~July A7, ~~Warrants~~2011, ~~were~~we ~~considered~~entered ~~derivative~~into ~~liabilities~~a services agreement with APC (the “Services Agreement”) and ~~were~~additional ~~therefore~~ancillary ~~required~~agreements pursuant to bewhich ~~adjusted~~APC toassists us ~~fair~~in ~~value~~the ~~each~~development ~~quarter. We~~of ~~valued~~the ~~our~~patent ~~warrant~~pending ~~liability~~BluFlow™ ~~using~~Treatment System, which incorporates the ~~Black-Scholes~~BluFlow™ ~~model. Our~~Nanoparticles and ~~stock~~BluFlow™ ~~price~~AUT, ~~remaining~~as ~~term~~well as research and development to determine additional applications for the BluFlow™ Nanoparticles. Pursuant to the terms of the ~~Class~~Services AAgreement ~~Warrants~~any ~~and~~technologies developed by APC for the ~~volatility~~Company, ofincluding ~~our~~any patents ~~stock~~arising ~~all~~therefrom, ~~impact~~belong to the ~~fair~~Company. ~~value~~Pursuant to SEC Rule 24b-2, certain portions of ~~our~~this ~~Class~~agreement Ahave ~~Warrants~~been granted confidential treatment and therefore have not been disclosed.

13Results of Operations

OnAs ~~September 29, 2009, we consummated~~ a ~~securities~~result ~~exchange~~of ~~agreement (“Securities Exchange Agreement”) with~~ the ~~holders~~ownership interests of ~~our~~the ~~Class~~former Ashareholders ~~Warrants~~of ~~whereby~~BluFlow, ~~the~~for ~~holders~~financial ~~and~~statement usreporting ~~agreed~~purposes, ~~to exchange~~ the ~~holders’~~merger ~~remaining~~between ~~Class~~Ceres ~~A Warrants~~Ventures, onInc. ~~the~~and BluFlow ~~basis~~has ofbeen ~~one~~treated ~~share~~as ~~for~~a ~~every~~reverse ~~ten~~acquisition ~~(10)~~with ~~Class~~BluFlow Adeemed ~~Warrants~~the ~~for~~accounting anacquirer ~~aggregate~~and ofCeres ~~1,089,705~~deemed ~~shares~~the ofaccounting ~~our~~acquiree under ~~common~~the ~~stock,~~purchase ~~$0.00001~~method ~~par~~of ~~value~~accounting ~~per~~in ~~share.~~accordance ~~The~~with ~~exchange~~section 805-10-55 of the ~~Class~~FASB AAccounting ~~Warrants~~Standards ~~for~~Codification. ~~common~~Accordingly, the ~~stock~~results ~~pursuant~~of tooperations ~~the~~presented ~~Securities~~in ~~Exchange~~this ~~Agreement~~Form ~~resulted~~10-K inrepresent anthe ~~extinguishment~~results of ~~the~~operations ~~warrant~~of ~~liability~~BluFlow.

~~The~~Year ~~fair~~Ended ~~value~~December ~~of our warrant liability at September 29~~31, ~~2009,~~2011 ~~the~~Compared with ~~effective date of~~ the ~~Securities~~Period ~~Exchange~~October ~~Agreement~~14, ~~using~~2010 ~~the~~(Inception) ~~Black-Scholes~~through model was $118,013, using the following assumptions: dividend yield of 0%, expected volatility of 156.43%, risk-free interest rate of 0.41%, and expected term of 1.0 year. We recorded a non-cash loss of $93,910 for the year ended December 31, ~~2009.~~2010

~~The~~A ~~fair~~summary ~~value~~ of ~~the 1,089,705 shares of common stock issued to settle the warrant liability was $65,382, based on the closing price of~~ our ~~common~~results ~~stock~~ of ~~$0.06~~operations for ~~per share on September 29, 2009 as quoted on~~ the ~~Over~~periods ~~the~~ended ~~Counter~~December ~~Bulletin Board. We recorded a gain on extinguishment of warrant liability of $52~~31,~~631~~ on2011 ~~September~~and ~~29,~~2010 ~~2009~~was as ~~a result of the excess of the Class A Warrant Liability over the fair value of the consideration provided the warrant holders, in the form of common stock.~~follows:

As of December 31, 2010 no Class A Warrants were outstanding.

	For the Fiscal Year Ended			For the Period from October 14, 2010 (Inception) through
	December 31, 2011			December 31, 2010
REVENUE	$	-		$	-
COSTS AND OPERATING EXPENSES
Research and development		201,553
Investor relations and marketing		20,303
Director and management fees		138,210
Professional fees		169,300			43,925
Travel, office and facilities expenses		41,167			6,741
Operating expenses		570,533			50,666
LOSS FROM OPERATIONS		(570,533	)		(50,666	)
OTHER EXPENSE
Interest expense		1,068			189
Total other expense		1,068			189
NET LOSS	$	(571,601	)	$	(50,855	)

~~Loss~~We onare ~~Dissolution~~still ofin ~~Foreign~~the ~~Subsidiary~~development stage and have no revenues to date.

~~PhytoMedical~~During ~~Ltd.~~the ~~provided~~twelve ~~administrative~~months ~~services~~ended toDecember 31, ~~our~~2011, ~~Canadian~~we ~~office.~~had Wea ~~ceased~~net toloss ~~conduct~~of ~~business in Canada~~$571,601 ~~effective~~compared ~~August~~to ~~31,~~a ~~2008~~net ~~and~~loss ~~closed~~of ~~this office. As a result~~$50,855 wefor ~~dissolved~~the ~~PhytoMedical~~period ~~Ltd.~~from ~~and~~inception ~~eliminated~~(October ~~all intercompany balances~~14, ~~effective~~2010) ~~January~~through December 131, ~~2009~~2010. We ~~recorded~~Explanations afor ~~loss on our investment in PhytoMedical Ltd. equal to~~ the ~~accumulated~~increase ~~other~~of ~~comprehensive~~$520,746 ~~income~~are atincluded ~~the time of the dissolution~~below.

~~Liquidity~~Research ~~and~~& ~~Capital Resources~~Development:

~~The accompanying consolidated financial statements have been prepared assuming we will continue as~~ a ~~going concern~~. We ~~have~~ incurred ~~cumulative losses of~~ $24162,~~112,661~~948 ~~through~~in ~~December~~research ~~31, 2010~~ and dodevelopment ~~not~~expenses ~~have~~related ~~positive~~to ~~cash~~the ~~flows~~sponsored ~~from~~research ~~operating~~agreement ~~activities. Additionally,~~with ~~we have expended a significant amount of cash in developing our technology. We face all~~ the ~~risks~~University ~~common to companies that are relatively new, including under capitalization and uncertainty~~ of ~~funding~~California ~~sources,~~– ~~high~~Santa ~~initial~~Barbara ~~expenditure levels, uncertain revenue streams, and difficulties~~ in ~~managing growth. These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order to meet our capital requirements~~2011, ~~and~~compared ~~continue~~ to ~~operate,~~$0 ~~additional financing will be necessary. We expect to raise additional funds through private or public equity investments~~ in ~~order to expand the range and scope of our business operations~~2010. We will seek access to private or public equity but there is no assurance that such additional funds will be available for us to finance our operations on acceptable terms, if at all. If we are unable to raise additional capital or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Our principal source of liquidity is cash in the bank~~b. At ~~December~~We ~~31,~~incurred ~~2010~~$13,385 wein ~~had~~research ~~cash~~ and ~~cash~~development ~~equivalents~~costs ofrelate ~~$44,551.~~to Weour ~~have~~sponsored ~~financed~~research ~~our~~agreement ~~operations~~with ~~primarily~~a ~~from~~third ~~$400,000~~party ~~received~~in ~~pursuant~~2011 tofor the ~~2010~~development ~~Offering~~of ~~(see~~the ~~“2010~~BluFlow™ ~~Offering”~~Treatment ~~below)~~System ~~and~~compared ato ~~private~~$0 ~~placement completed~~ in ~~September 2007, raising net proceeds of $3,109,500~~2010.

~~Net cash used in operating activities was $440,740 for the year ended December 31, 2010 compared to $590,542 for the prior year~~c. ~~The~~ ~~decrease~~We ofincurred $~~149~~6,~~802~~821 in cash used in operating activities is substantially due to decreases in payments made for research and development of approximately $121,000 (see “Research and Development” above), wages and benefits of approximately $162,000 (see “Wages and Benefits” above), patent ~~filing~~filings fees ofin ~~approximately $14~~2011,~~900~~ ~~and~~compared ato $~~10,000~~0 ~~license maintenance fee paid to Dartmouth~~ in ~~the prior year (see “Other Operating Expenses” above)~~2010. Offsetting these decreases are increases in the amounts paid for professional fees of approximately $105,000 (see “Professional Fees” above), director and management fees – related party of approximately $46,800 (see “Director and Management Fees – Related Party” above), investor relations and marketing of approximately $14,000 (see “Investor Relations and Marketing” above), and rent of approximately $4,300 (see “Other Operating Expenses” above).

14Investor Relations and Marketing

~~Net~~Investor ~~cash~~relations ~~used~~and inmarketing ~~investing~~expenses of ~~activities was~~ $3020,~~000~~303 ~~for~~in ~~the year ended December 31~~2011, ~~2010~~related ~~compared~~ to $0website ~~for the prior year. On August 25~~development, ~~2010,~~transfer ~~pursuant~~agent toand ~~the~~filing ~~MOI~~fees ~~with~~and ~~SGC,~~costs weincurred ~~loaned~~for ~~SGC~~a ~~$30,000~~consultant soto ~~that it could maintain its mineral claims,~~ assist in ~~good~~the ~~standing,~~development ~~pending~~of ~~on-going~~investor ~~negotiations~~relations materials. ~~The~~ ~~SGC~~There ~~Loan~~were ~~bore~~no ~~interest~~investor atrelations ~~an annual rate of 8.5%. Both the principal~~ and ~~the~~marketing ~~accrued~~expenses ~~interest on the SGC Loan were repaid~~ in ~~January 2011~~2010.

Net cash provided by financing activities was $440,000 for the year ended December 31, 2010 compared to $0 for the prior year. On May 19, 2010, we sold 40,000,000 Units pursuant to the 2010 Offering (see “2010 Offering” below) for gross receipts of $400,000. Additionally, on March 2, 2010 we issued a one year convertible promissory note in the amount of $40,000 to a non-affiliated third party. The convertible note bears interest at the rate of 8.5% per annum, which interest is accrued and payable on the maturity date of the convertible promissory note (see “Convertible Note Payable – Current” below.12

~~2010~~Director ~~Offering~~and Management Fees

OnDirector ~~May 4, 2010, our registration statement on Form S-1 (the “Registration Statement”) was declared effective by the United States Securities~~ and ~~Exchange~~management ~~Commission,~~fees ~~and~~of ~~we commenced our self directed public offering (the “2010 Offering”) in accordance with the Prospectus dated May 4~~$138, ~~2010 and included~~ 210 in ~~the Registration Statement~~2011, ofrelated up to afees ~~maximum~~payable ofto ~~200,000,000~~our ~~units~~executive ~~(the~~officers ~~"Units")~~and ofdirectors. ~~our~~There ~~securities~~were atno adirector ~~price~~and ofmanagement ~~$0.01~~fees ~~per~~paid ~~Unit. Each~~in ~~Unit consists of:~~2010.

·Professional ~~one (1) share of our common stock, $0.00001 par value per share; and,~~Fees

·Professional ~~one-half~~fees, which consist primarily of ~~one~~legal ~~Series~~and Baccounting fees, ~~Warrant~~were ~~(collectively~~$169,300 in 2011. The increase in professional fees was due primarily to legal services related the ~~“Series~~start-up Bnature of ~~Warrants”)~~the Company. Accounting, auditing and tax services fees were approximately $12,000 during 2011. The professional fees in 2010 were $43,925 representing legal fees.

~~Each full Series B Warrant entitles the holder to purchase one additional share of our common stock at an exercise price of $0.03 per share~~Travel, ~~expiring~~Office ~~two~~and ~~(2)~~Facilities ~~years from the date of issuance of the Series B Warrants.~~Expenses

~~The~~Travel, ~~2010~~office ~~Offering~~and ~~was~~facilities aexpenses ~~direct~~were ~~public~~$41,167 ~~offering~~in by2011. This ~~us,~~increase ~~without~~is ~~any~~due ~~involvement~~to ofincreased ~~underwriters~~travel orand ~~broker-dealers. The~~an operating conducting business for a full year compared to a few months in 2010. Travel, ~~Offering~~office ~~terminated~~and onfacilities ~~October~~expenses 31were $6,741 in 2010.

AsLiquidity of the termination date of the 2010 Offering, we sold 40,000,000 Units (all on May 19, 2010) for gross receipts of $400,000 pursuant to the terms of the 2010 Offering. Accordingly, we issued 40,000,000 shares of our common stock and ~~Series~~Capital ~~B Warrants to purchase up to 20,000,000 shares of common stock at an exercise price of $0.03 per share to the investors having subscribed for the 40,000,000 Units.~~Resources

AtWe ~~the~~have ~~time~~incurred cumulative losses of ~~grant~~$622,456 from ~~the~~inception ~~fair~~through ~~value~~December of31, ~~the~~2011, ~~Series~~and Bdo ~~Warrants~~not ashave ~~calculated~~positive ~~using~~cash flows from operating activities. We face all the ~~Black-Scholes~~risks ~~model~~common ~~was~~to ~~$607~~companies that are relatively new,~~995~~ ~~using~~including ~~the~~under ~~following~~capitalization ~~assumptions: dividend~~and ~~yield~~uncertainty of 0%funding sources, high ~~expected~~initial ~~volatility~~expenditure oflevels, ~~152~~uncertain revenue streams, and difficulties in managing growth.5% These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order to meet our capital requirements, and ~~risk-free~~continue ~~interest~~to ~~rate~~operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investments in order to expand the range and scope of 0our business operations.8% We will seek access to private or public equity but there is no assurance that such additional funds will be available for us to finance our operations on acceptable terms, ~~and~~if ~~expected~~at ~~term~~all. ofIf ~~two~~we ~~years~~are unable to raise additional capital or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The ~~portion~~financial ofstatements ~~the~~do ~~proceeds~~not ~~from~~include ~~the~~any ~~2010~~adjustments ~~Offering allocated~~that tomight result from the ~~Series~~outcome Bof ~~Warrants was~~this ~~$110,144~~uncertainty.

~~Convertible~~Our ~~Note~~principal ~~Payable~~source –of ~~Current~~liquidity is cash in the bank. At December 31, 2011, we had cash and cash equivalents of $113,937. We have financed our operations primarily from funds received pursuant to the BluFlow Offering as further described below.

OnNet ~~March~~cash 2,used ~~2010 we issued a one year convertible promissory note~~ in ~~the~~operating ~~amount~~activities was of $40222,~~000~~509 tofor ~~a non-affiliated third party. The convertible note bears interest at~~ the ~~rate~~year ofended ~~8.5%~~December ~~per annum~~31, ~~which interest is accrued and payable on the maturity date of the convertible promissory note. As long as the convertible promissory note remains outstanding and not fully paid~~2011, ~~the~~compared ~~holder has the right, but not the obligation,~~ to ~~convert~~$0 ~~all~~from orOctober ~~any portion of the aggregate outstanding principal amount of the convertible promissory note~~14, ~~together~~2010 ~~with~~(inception) ~~all or any portion of the accrued and unpaid interest into that number of shares, subject~~ to ~~certain~~December ~~terms and conditions~~31, ~~of our common stock equal to the amount of the converted indebtedness divided by $0~~2010.01 ~~per~~The increase ~~share.~~in Incash ~~the~~used ~~event of default, as defined~~ in ~~the~~operating ~~Convertible~~activities ~~Promissory~~reflects ~~Note agreement, the annual interest rate~~ increases toin ~~10%~~amounts ~~and~~paid isfor ~~due~~research on& ~~demand. We may~~development, ininvestor ~~our~~relations and ~~discretion,~~marketing ~~redeem the convertible promissory note at any time prior to the maturity date of the convertible promissory note. Certain events of default will result in all sums of principal~~ and ~~interest~~director ~~then remaining unpaid immediately due~~ and ~~payable,~~management ~~upon demand of the holder~~fees.

15Net cash used in investing activities was $37,054 for the year ended December 31, 2011 compared to $14,000 from October 14, 2010 (inception) to December 31, 2010, relating to the acquisition of patents and license agreements.

~~Since~~Net ~~the~~cash ~~book~~provided ~~value~~by offinancing ~~the~~activities was ~~convertible promissory note (~~$40246,~~000)~~500 ~~divided~~for by the ~~number~~year ofended ~~shares~~December to31, ~~which~~2011 ~~the~~compared ~~debt~~to ~~can be converted (4~~$141,000~~,000~~ ~~shares~~from ofOctober ~~common stock) is $0.01 per share~~14, ~~which~~2010 ~~was less than the fair value of the stock at the time the debt was issued~~ (~~$0.03 per share~~inception), ~~there~~to ~~was~~December a31, ~~beneficial conversion feature~~2010. ~~The~~ This ~~beneficial~~reflects ~~conversion~~amounts ~~feature~~received ~~was~~for ~~recorded as a discount against~~ the ~~convertible~~sale ~~promissory~~of ~~note,~~shares ~~which~~of ~~reduced~~our ~~the~~common ~~book~~stock ~~value~~and ofstock ~~the~~purchase ~~convertible~~warrants ~~promissory~~pursuant ~~note~~ to ~~not less than zero. We amortize~~ the ~~discount~~BluFlow Offering ~~using~~described ~~the effective interest method over the one-year life of the convertible promissory note~~below.

~~During~~BluFlow the year ended December 31, 2010, we recorded interest expense of $2,832 payable to the holder of the convertible promissory note. During the year ended December 31, 2010, we recorded interest expense related to the accretion of the discount on the convertible promissory note of $6,839. At December 31, 2010, the carrying value of the convertible promissory note was $6,839, net of unamortized discount of $33,161. At December 31, 2010, accrued interest related to the convertible promissory note was $2,832. Due to the unique nature of the terms of the convertible promissory note, it is not practicable to determine its fair value at December 31, 2010.Offering

~~Notes~~From ~~Payable~~November 2010 through May 2011, BluFlow conducted a private placement of up to 60,000,000 units of its securities at a price of $0.033 per unit. Each unit consisted on one share of common stock, $0.00001 par value per share and ~~Convertible~~one-half ~~Note~~of ~~Payable~~one –Series ~~Long~~C ~~Term~~Warrant. Each Series C Warrant entitled the holder to purchase one additional share of common stock at an exercise price of $0.16 per share, expiring on December 31, 2012. As of the termination date of the offering, BluFlow sold 8,865,000 units for gross receipts of $295,500. BluFlow issued 8,865,000 shares of its common stock and Series C Warrants to purchase up to 4,432,500 shares of common stock at an exercise price of $0.16 per share to the investors having subscribed for the units.

We had arranged with Mr. Harmel S. Rayat, our former Chief Financial Officer, Director, and majority shareholder, a loan amount up to $2,500,000 that may be drawn down on an “as needed basis” at a rate of prime plus 3%. Effective September 15, 2008, we terminated this loan agreement with Mr. Rayat. At December 31, 2009, we had an unsecured promissory note pursuant to this loan agreement in the amount of $750,000 payable to Mr. Rayat, which was due on March 8, 2006 and bore interest at an annual rate of 8.5%. At December 31, 2009, accrued interest on the $750,000 remaining promissory note was $307,223 and was included in interest payable. The entire principal and accrued interest was due and payable on demand.13

On ~~March~~December 115, ~~2010~~2011, ~~Mr.~~BluFlow ~~Rayat agreed to convert~~ completed the ~~then~~sale ~~outstanding balance~~ of ~~the note payable ($750,000) and accrued and unpaid interest ($317,527) thereon to a fixed three (3) year term convertible note, totaling $~~1,~~067~~500,~~527~~000 (the “Rayat Convertible Note”). The Rayat Convertible Note bears interest at the rate of 8.5% per annum, which interest is accrued and payable on the maturity date of the Rayat Convertible Note. As long as the Rayat Convertible Note remains outstanding and not fully paid, Mr. Rayat has the right, but not the obligation, to convert all or any portion of the aggregate outstanding principal amount of the Rayat Convertible Note, together with all or any portion of the accrued and unpaid interest into that number of shares, ~~subject to certain terms and conditions,~~ of ~~the Company’s~~ common stock ~~equal~~at ~~to the amount of the converted indebtedness divided by~~ $0.01033 per share. Infor ~~the~~total ~~event~~proceeds of ~~default~~$50, ~~as defined in the Convertible Promissory Note agreement, the annual interest rate increases to 10% and is due on demand~~000. WeThis ~~may,~~offering inwas ~~our~~exempt ~~discretion,~~from ~~redeem~~registration pursuant ~~the Rayat Convertible Note at any time prior~~ to the ~~maturity~~provisions ~~date~~ of ~~the~~Section ~~Rayat~~4(2) ~~Convertible Note. Certain events~~ of ~~default~~the ~~will~~Securities ~~result~~Act ~~in all sums of principal~~ and ~~interest~~Regulation ~~then~~D ~~remaining~~as ~~unpaid~~promulgated ~~immediately~~by the ~~due~~SEC ~~and~~under ~~payable,~~the ~~upon~~Securities ~~demand of Mr~~Act. ~~Rayat.~~

~~Since~~Upon ~~the~~completion ~~book value~~ of the ~~Rayat~~Reverse ~~Convertible~~Merger ~~Note ($1,067,527) divided by~~ the ~~number of~~ shares ofand ~~common~~warrants ~~stock~~issued toby ~~which~~BluFlow ~~the~~were ~~debt~~exchanged ~~can~~for beshares ~~converted~~and ~~(106,752,700)~~warrants ~~is $0.01 per share, which was less than the fair value~~ of the ~~stock~~Company ~~at the time the debt was issued ($0.03 per share), there was a beneficial conversion feature. The beneficial conversion feature was recorded~~ as afurther ~~discount~~described ~~against~~in ~~the~~this ~~Rayat~~Form ~~Convertible Note, which reduced the book value of the Rayat Convertible Note to not less than zero. We amortize the discount using the effective interest method over the three~~10-~~year life of the Rayat Convertible Note~~K.

~~During the years ended December 31, 2010 and 2009, we recorded interest expense of $86,129 and $63,750, respectively, payable to Mr. Rayat related to the original $750,000 note payable and the Rayat~~ Convertible ~~Note. During~~Notes ~~the~~Payable ~~year~~– ended December 31, 2010, we recorded interest expense related to the accretion of the discount on the Rayat Convertible Note of $46. At December 31, 2010, the carrying value of the Rayat Convertible Note was $46, net of unamortized discount of $1,067,481. At December 31, 2010, accrued interest related to the Rayat Convertible Note was $75,824. Due to the unique nature of the terms of the Rayat Convertible Note, it is not practicable to determine its fair value at December 31, 2010.Current

~~Accrued~~Sidhu ~~Payroll~~Convertible ~~Liabilities~~Note

On ~~March~~May 1520, ~~2010~~2011, ~~Mr.~~we ~~Greg~~issued ~~Wujek~~a ~~tendered~~one ~~his~~year ~~resignation~~convertible promissory asnote ~~our~~in ~~President~~the ~~and~~amount ~~Chief~~of ~~Executive~~$100,000 ~~Officer~~to Mr. Jeet Sidhu (the “~~CEO~~Sidhu Convertible Note”), one of our non-employee directors. On ~~June~~The ~~17,~~Sidhu ~~2010,~~Convertible MrNote bears interest at the rate of 8.5% ~~Wujek~~per ~~tendered~~annum, ~~his~~which ~~resignation~~interest asis ~~one~~accrued and payable on the maturity date of ~~our~~the ~~directors~~Sidhu Convertible Note. As oflong ~~his~~as ~~resignation~~the ~~date~~Sidhu asConvertible ~~our~~Note ~~President~~remains outstanding and ~~CEO~~not fully paid, wethe holder ~~owed~~has ~~Mr.~~the ~~Wujek~~right, ~~$30~~but not the obligation,~~277~~ ~~for~~to ~~salary~~convert all or any portion of the aggregate outstanding principal amount of the Sidhu Convertible Note, together with all or any portion of the accrued and ~~related~~unpaid ~~payroll~~interest ~~taxes~~into ~~earned~~that number of shares, ~~but~~subject to ~~not~~certain ~~paid~~terms and conditions, of our common stock equal to the amount of the converted indebtedness divided by $0. We50 ~~intend~~per share (after giving effect to ~~repay~~the MrReverse Split). ~~Wujek~~In the event of default, as defined in ~~full~~the ~~when~~Sidhu weConvertible ~~have~~Note agreement, the ~~capital~~annual interest ~~resources~~rate increases to do10% soand is due on demand. MrCertain events of default will result in all sums of principal and interest then remaining unpaid immediately due and payable, upon demand of the holder. ~~Wujek~~The ~~has~~issuance of the Sidhu Convertible Note did not result ~~made~~in ~~any~~a ~~demands~~beneficial ~~for~~conversion ~~payment~~feature.

16During the year ended December 31, 2011, we recorded interest expense of $70, payable to Mr. Sidhu related to the Sidhu Convertible Note. At December 31, 2011, accrued interest related to the Sidhu Convertible Note was $5,240.

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

AsAccrued ofPayroll December 31, 2010, we have the following contractual obligations: the Rayat Convertible Note of $1,067,527, the short term convertible note in the principal amount of $40,000, accrued interest of $78,656, $30,277 for accrued payroll owed to Mr. Wujek, $1,313 owed to a third party for investor and shareholder relations services, and $358 related to the three month operating lease agreement we have for our office space in Southfield, Michigan.Liabilities

~~Off-Balance~~On ~~Sheet~~March ~~Arrangements~~15, 2010, Mr. Greg Wujek tendered his resignation as Ceres Ventures’ President and Chief Executive Officer (“CEO”). On June 17, 2010, Mr. Wujek tendered his resignation as one of Ceres Ventures’ directors. As of his resignation date as the Company’s President and CEO, the Company owed Mr. Wujek $30,277 for salary and related payroll taxes earned, but not paid. Management intends to repay Mr. Wujek in full when it has the capital resources to do so. Mr. Wujek has not made any demand for payment.

WeEmployment ~~have no off-balance sheet arrangements.~~Agreements

~~Recently~~On ~~Issued~~January ~~Accounting~~1, ~~Pronouncements~~2011, BluFlow™ entered into a consulting agreement (the “CEO Consulting Agreement”) with Mr. Meetesh Patel, pursuant to which Mr. Patel served as BluFlow’s President and Chief Executive Officer. Pursuant to the terms of the CEO Consulting Agreement, Mr. Patel is paid an annual salary of $100,000 payable in 24 equal payments, which he may, at his sole discretion, elect to convert any of his salary or business expense reimbursements due to him into shares of our common stock at $0.10 per share. On July 1, 2011, the CEO Consulting Agreement was amended so that Mr. Patel is paid an annual salary of $120,000. The CEO Consulting Agreement may be terminated by either party at any time with or without cause. Through December 31, 2011, $85,000 have accrued in salary owed to Mr. Patel. Pursuant to the terms of the Merger Agreement, we assumed all salary owed to Mr. Patel and entered into a consulting agreement substantially identical to the CEO Consulting Agreement.

~~See “Note 3. Summary of Significant Accounting Policies” to the Consolidated Financial Statements in this Form 10-K.~~14

17On June 9, 2011, BluFlow entered into a consulting agreement (the “CFO Consulting Agreement”) with Mrs. Janet Bien, pursuant to which Mrs. Bien served as BluFlow’s Chief Financial Officer. Pursuant the CFO Consulting Agreement, Mrs. Bien is paid a monthly salary of $1,500, $500 of which is deferred until such time as we effect one or more transactions from which we receive net proceeds of no less than $500,000. The CFO Consulting Agreement may be terminated by either party at any time with or without cause. Through December 31, 2011, $6,500 have accrued as salary owed to Mrs. Bien, of which we subsequently paid $3,000. Pursuant to the terms of the Merger Agreement, we assumed all salary owed Mrs. Bien and entered into a consulting agreement substantially identical to the CFO Consulting Agreement.

~~ITEM~~Off-Balance ~~8. FINANCIAL~~Sheet ~~STATEMENTS~~Arrangements

~~INDEX~~We TOhave ~~FINANCIAL~~no ~~STATEMENTS~~off-balance sheet arrangements.

		Page
Report of Independent Registered Public Accounting Firm		19
Consolidated Balance Sheets as of December 31, 2010 and 2009		20
Consolidated Statements of Operations for the Years Ended December 31, 2010 and 2009		21
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2010 and 2009		22
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009		23
Notes to Consolidated Financial Statements		24

Recently Issued and Adopted Accounting Pronouncements

18We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our consolidated financial statements.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~15

ToITEM ~~the~~8. ~~Board~~FINANCIAL ~~of Directors~~STATEMENTS

~~PhytoMedical~~INDEX ~~Technologies,~~TO ~~Inc.~~FINANCIAL STATEMENTS

Princeton, New Jersey

		Page

Report of Independent Registered Public Accounting Firm		17

Consolidated Balance Sheets as of December 31, 2011 and 2010		18

Consolidated Statements of Operations for the Years Ended December 31, 2011 and for the period from October 14, 2010 (Inception) through December 31, 2010		19

Consolidated Statement of Stockholders’ Equity (Deficit) for the Year Ended December 31, 2011 and for the period from October 14, 2010 inception through December 31, 2010		20

Consolidated Statement of Cash Flows for the Year Ended December 31, 2011 and for the period from October 14, 2010 (Inception) through December 31, 2010		21

Notes to Consolidated Financial Statements		22

We have audited the accompanying consolidated balance sheets of PhytoMedical Technologies, Inc. and Subsidiaries ("the Company") as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.16

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

InCeres ~~our opinion~~Ventures, ~~the consolidated financial statements referred to above present fairly, in all material respects, the financial position of PhytoMedical Technologies,~~ Inc. and Subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~The~~New ~~accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements~~York, ~~the~~New Company has not generated any revenues, has an accumulated deficit of $24,112,661 as of December 31, 2010, and does not have positive cash flows from operating activities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.York

~~/S/~~We ~~PETERSON~~have ~~SULLIVAN~~audited ~~LLP~~the accompanying consolidated balance sheets of Ceres Ventures, Inc. (“the Company”) (a development stage company) as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2011, the period from October 14, 2010 (inception) through December 31, 2010, and for the cumulative period from October 14, 2010 (inception) through December 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

~~March~~In 28our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ceres Ventures, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the year ended December 31, 2011, the period from October 14, 2010 (inception) through December 31, 2010, and for the cumulative period from October 14, 2010 (inception) through December 31, 2011, in conformity with accounting principles generally accepted in the United States.

19The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has not generated any revenue since inception, has a substantial accumulated deficit, and does not have positive cash flows from operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~PHYTOMEDICAL~~/S/ ~~TECHNOLOGIES,~~PETERSON ~~INC.~~SULLIVAN LLP

~~CONSOLIDATED~~Seattle, ~~BALANCE SHEETS~~Washington

~~DECEMBER~~April 3113, ~~2010 AND 2009~~2012

~~(Expressed in U.S. Dollars)~~17

	December 31,			Decenber 31,
	2010			2009
ASSETS
Current assets
Cash and cash equivalents	$	44,551		$	75,291
Note receivable		30,000			-
Prepaid expenses and other current assets		6,377			278
Total current assets		80,928			75,569
Intangible assets - license fees		-			15,000
Total assets	$	80,928		$	90,569
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	77,138		$	19,112
Interest payable		2,832			307,223
Notes payable		-			750,000
Convertible note payable, net of unamortized discount of $33,161 and $0		6,839			-
Accrued payroll liabilities		30,277			-
Total current liabilities		117,086			1,076,335
Long term liabilities
Convertible note payable, net of unamortized discount of $1,067,481 and $0		46			-
Interest payable		75,824			-
Total long term liabilities		75,870			-
Total liabilities		192,956			1,076,335
Commitments and Contingencies
Stockholders' equity (deficit)
Preferred stock: $0.25 par value; 1,000,000 authorized, no shares issued and outstanding at December 31, 2010 and 2009		-			-
Common stock: $0.00001 par value; 2,000,000,000 authorized, 241,487,995 and 201,487,995 shares issued and outstanding at December 31, 2010 and 2009, respectively		2,415			2,015
Additional paid-in capital		23,998,218			25,152,591
Accumulated deficit		(24,112,661	)		(26,140,372	)
Total stockholders' equity (deficit)		(112,028	)		(985,766	)
Total liabilities and stockholders' equity (deficit)	$	80,928		$	90,569

CERES VENTURES, INC.

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

20CONSOLIDATED BALANCE SHEETS

PHYTOMEDICAL TECHNOLOGIES, INC.

	December 31, 2011			December 31, 2010

ASSETS
Current assets
Cash	$	113,937		$	127,000

Total current assets		113,937			127,000

Intangible assets		51,054			14,000
Total assets	$	164,991		$	141,000

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	120,378		$	-
Accounts payable - related party		290,242			50,666
Advances from investors		-			99,000
Convertible note payable		100,000			-
Accrued interest on convertible note payable		5,240			-
Accrued payroll liabilities		30,277			-

Total current liabilities		546,137			149,666

Promissory note payable		12,000			12,000
Accrued interest on promissory note payable		1,187			189

Total liabilities		559,324			161,855

Commitments and contingencies		-			-

Stockholders' deficit
Preferred stock, $0.25 par value, 1,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.00001 par value; 2,000,000,000 shares authorized; 85,031,557 shares and 60,300,000 shares issued and outstanding at December 31, 2011 and 2010, respectively		850			603
Additional paid-in capital		227,273			29,397
Deficit accumulated during the development stage		(622,456	)		(50,855	)
Total stockholders' deficit		(394,333	)		(20,855	)

Total liabilities and stockholders' deficit	$	164,991		$	141,000

~~CONSOLIDATED~~See ~~STATEMENTS~~accompanying OFnotes ~~OPERATIONS~~to the consolidated financial statements

~~FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009~~18

~~(Expressed~~CERES inVENTURES, UINC.~~S. Dollars)~~

	Years Ended
	December 31,
	2010			2009
Revenue	$	-		$	-
Operating expense (income)
Director and management fees - related party		50,200			6,800
Investor relations and marketing		17,664			3,658
Wages and benefits, net of reversal of stock-based compensation of $2,674,268 in 2010		(2,566,016	)		263,052
Research and development		8,764			113,826
Professional fees		284,158			136,423
Impairment of license fee		15,000			-
Other operating expenses		67,422			64,480
Total operating expense (income)		(2,122,808	)		588,239
Income (loss) from operations		2,122,808			(588,239	)
Other income (expense)
Interest expense		(95,877	)		(63,750	)
Interest income		780			-
Change in fair value of warrant liability		-			(93,910	)
Gain on extinguishment of warrant liability		-			52,631
Loss on dissolution of foreign subsidiary		-			(523	)
Total other income (expense)		(95,097	)		(105,552	)
Net income (loss)	$	2,027,711		$	(693,791	)
Net income (loss) per share - basic	$	0.01		$	(0.00	)
Net income (loss) per share - diluted	$	0.01		$	(0.00	)
Weighted average number of common shares outstanding
Basic		226,255,118			200,675,941
Dilutive		340,308,031			200,675,941

(A Development Stage Company)

~~(The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes are an integral part of these consolidated financial statements)~~OF OPERATIONS

				For the Period from			For the Period from
				October 14, 2010			October 14, 2010
	For the Year Ended			(Inception) through			(Inception) through
	December 31, 2011			December 31, 2010			December 31, 2011

REVENUE	$	-		$	-		$	-

COSTS AND OPERATING EXPENSES
Research and development		201,553						201,553
Investor relations and marketing		20,303						20,303
Director and management fees		138,210						138,210
Professional fees		169,300			43,925			213,225
Travel, office and facilities expenses		41,167			6,741			47,908
Costs and operating expenses		570,533			50,666			621,199

LOSS FROM OPERATIONS		(570,533	)		(50,666	)		(621,199	)

OTHER EXPENSE
Interest expense		1,068			189			1,257
Total other expense		1,068			189			1,257

LOSS BEFORE INCOME TAX		(571,601	)		(50,855	)		(622,456	)

INCOME TAX PROVISION		-			-			-

NET LOSS	$	(571,601	)	$	(50,855	)	$	(622,456	)

NET LOSS PER COMMON SHARE - Basic and Diluted	$	(0.01	)	$	(0.00	)

Weighted Average Shares Outstanding		68,465,720			60,300,000

~~PHYTOMEDICAL~~See ~~TECHNOLOGIES,~~accompanying ~~INC.~~notes to the consolidated financial statements

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)~~19

~~FOR~~CERES ~~THE YEARS ENDED DECEMBER 31~~VENTURES, ~~2010 AND 2009~~INC.

(~~Expressed~~A inDevelopment ~~U.S.~~Stage ~~Dollars~~Company)

								Accumulated Other									Total
	Common Stock				Additional			Comprehensive			Accumulated			Comprehensive			Stockholders'
	Shares		Amount		Paid-in Capital			Income (Loss)			Deficit			Income (Loss)			Equity (Deficit)
Balance, December 31, 2008		200,398,290	$	2,004	$	26,285,899		$	(523	)	$	(26,621,157	)	$	-		$	(333,777	)
Cumulative adjustment upon adoption of ASC 815-40		-		-		(1,198,679	)		-			1,174,576			-			(24,103	)
Extinguishment of warrant liability		1,089,705		11		65,371			-			-			-			65,382
Comprehensive income (loss)
Loss on dissolution of foreign subsidiary		-		-		-			523			-			523			523
Net loss, year ended December 31, 2009		-		-		-			-			(693,791	)		(693,791	)		(693,791	)
Total comprehensive loss															(693,268	)
Balance, December 31, 2009		201,487,995		2,015		25,152,591			-			(26,140,372	)					(985,766	)
Stock based compensation expense		-		-		12,768			-			-			-			12,768
Reversal of stock based compensation due to forfeiture of stock options		-		-		(2,674,268	)		-			-			-			(2,674,268	)
Beneficial conversion feature on convertible notes payable		-		-		1,107,527			-			-			-			1,107,527
Issuance of common stock related to the 2010 Offering		40,000,000		400		399,600			-			-			-			400,000
Net income, year ended December 31, 2010		-		-		-			-			2,027,711			2,027,711			2,027,711
Total comprehensive income														$	2,027,711
Balance, December 31, 2010		241,487,995	$	2,415	$	23,998,218		$	-		$	(24,112,661	)				$	(112,028	)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

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

								Deficit
								Accumulated
								during the			Total
	Common Stock				Additional			Development			Stockholders'
	Shares		Amount		Paid-in Capital			Stage			Deficit

Balance, October 14, 2010 (Inception)		-	$	-	$	-		$	-		$	-

Issuance of common stock at $0.00033 per share on October 14, 2010		60,000,000		600		19,400			-			20,000

Issuance of Units at $0.033 per share on October 14, 2010		300,000		3		9,997			-			10,000

Net loss		-		-		-			(50,855	)		(50,855	)

Balance, December 31, 2010		60,300,000		603		29,397			(50,855	)		(20,855	)

Issuance of Units at $0.033 per share on January 31, 2011		5,865,000		59		195,441			-			195,500

Issuance of Units at $0.033 per share on March 31, 2011		2,437,500		24		81,226			-			81,250

Issuance of Units at $0.033 per share on May 10, 2011		562,500		6		18,744			-			18,750

Conversion of accounts payable to common stock on July 1, 2011		844,860		8		28,154			-			28,162

Share based compensation		285,000		3		18,106			-			18,109

Issuance of common stock at $0.033 per share on December 15, 2011		1,500,000		15		49,985			-			50,000

Effect of reverse merger recapitalization on December 29, 2011		4,829,872		48		(451,963	)		-			(451,915	)

Conversion of accounts payable to common stock on December 29, 2011		906,825		9		90,673			-			90,682

Conversion of note payable to common stock on December 29, 2011		7,500,000		75		167,510			-			167,585

Net loss		-		-		-			(571,601	)		(571,601	)

Balance, December 31, 2011		85,031,557	$	850	$	227,273		$	(622,456	)	$	(394,333	)

22See accompanying notes to the consolidated financial statements

~~PHYTOMEDICAL TECHNOLOGIES, INC.~~20

~~CONSOLIDATED~~CERES ~~STATEMENTS~~VENTURES, ~~OF CASH FLOWS~~INC.

~~FOR~~(A ~~THE~~Development ~~YEARS~~Stage ~~ENDED DECEMBER 31, 2010 AND 2009~~Company)

~~(Expressed~~CONSOLIDATED inSTATEMENTS ~~U.S.~~OF ~~Dollars)~~CASH FLOWS

	Years Ended
				For the Period from			For the Period from
	December 31,
				October 14, 2010			October 14, 2010
	2010			2009
	For the Year Ended			(Inception) through			(Inception) through
Cash flows from operating activities
	December 31, 2011			December 31, 2010			December 31, 2011
Net income (loss)	$	2,027,711		$	(693,791	)
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net income (loss) to net cash used in operating activities
Net loss	$	(571,601	)	$	(50,855	)	$	(622,456	)
Accreted discount on convertible debt		6,885			-
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of warrant liability		-			93,910
Share based compensation		18,109			-			18,109
Gain on extinguishment of warrant liability		-			(52,631	)
Changes in operating assets and liabilities:
Impairment of license fee		15,000			-
Accounts payable		329,915			50,666			380,581
Stock based compensation		12,768			-
Accrued interest		1,068			189			1,257
Reversal of stock based compensation due to forfeiture of stock options		(2,674,268	)		-
Net cash used in operating activities		(222,509	)		-			(222,509	)
Loss on dissolution of foreign subsidiary		-			523
CASH FLOWS FROM INVESTING ACTIVITY
Changes in operating assets and liabilities:
Purchase of intangible assets		(37,054	)		(14,000	)		(51,054	)
(Increase) decrease in prepaid expenses and other current assets		(6,099	)		1,982
Net cash used in investing activity		(37,054	)		(14,000	)		(51,054	)
Increase (decrease) in accounts payable		58,026			(4,285	)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in interest payable		88,960			63,750
Advances from investors		-			99,000			99,000
Increase in accrued payroll liabilities		30,277			-
Proceeds from issuance of promissory note payable		-			12,000			12,000
Net cash used in operating activities		(440,740	)		(590,542	)
Proceeds from issuance of common stock and warrants		246,500			30,000			276,500
Cash flows from investing activity
Net cash provided by financing activities		246,500			141,000			387,500
Payment pursuant to the issuance of note receivable		(30,000	)		-
NET CHANGE IN CASH		(13,063	)		127,000			113,937
Net cash used in investing activity		(30,000	)		-
CASH
Cash flows from financing activities
BEGINNING OF PERIOD		127,000			-			-
Proceeds from convertible note payable to stockholder		40,000			-
END OF PERIOD	$	113,937		$	127,000		$	113,937
Allocated proceeds from issuance of common stock		289,856			-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Allocated proceeds from issuance of warrants attached to issuance of common stock		110,144			-
Liabilities assumed as part of reverse merger	$	451,915		$	-		$	451,915
Net cash provided by financing activities		440,000			-
Conversion of accounts payable to common stock	$	118,845		$	-		$	118,845
Decrease in cash and cash equivalents		(30,740	)		(590,542	)
Conversion of convertible note to common stock	$	167,585		$	-		$	167,585
Cash and cash equivalents at beginning of period		75,291			665,833
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Cash and cash equivalents at end of period	$	44,551		$	75,291
Interest paid	$	-		$	-		$	-
Supplemental disclosure of cash flow information:
Income tax paid	$	-		$	-		$	-
Interest paid in cash	$	-		$	-
Income tax paid in cash	$	-		$	-
Notes payable and accrued interest converted to convertible note payable	$	1,067,527		$	-
Debt discount recorded for beneficial conversion feature	$	1,107,527		$	-
Issuance of 1,089,705 shares of common stock to extinguish warrant liability of $118,013during the year ended December 31, 2009	$	-		$	118,013

~~(The~~See accompanying notes ~~are~~to anthe ~~integral part of these~~ consolidated financial statements)

2321

~~PHYTOMEDICAL~~CERES ~~TECHNOLOGIES~~VENTURES, INC.

~~NOTES~~(A TODevelopment ~~CONSOLIDATED~~Stage ~~FINANCIAL STATEMENTS~~Company)

~~December~~NOTES ~~31,~~TO ~~2010~~CONSOLIDATED ~~and~~FINANCIAL ~~2009~~STATEMENTS

~~(Expressed~~December in31, ~~U.S. Dollars)~~2011

~~Note~~NOTE 1. ~~Organization~~ ~~and~~NATURE ~~Description~~OF ofBUSINESS ~~Business~~AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~PhytoMedical~~Nature ~~Technologies, Inc. (the “Company”) was incorporated in the State~~ of ~~Nevada~~Business on July 25, 2001. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries PhytoMedical Technologies Corporation (“PhytoMedical Corp.”), PolyPhenol Technologies Corporation (“PolyPhenol”) and PhytoMedical Technologies Ltd. (“PhytoMedical Ltd.”).

~~PhytoMedical~~Ceres ~~Corp~~Ventures, Inc. ~~was~~(“Ceres ~~incorporated~~Ventures”, “the Company”), together with its wholly owned subsidiaries, BluFlow Technologies, Inc. (“BluFlow”) and Nascent Water Technologies Inc. (“Nascent”), is focused on ~~March~~the 10research, ~~2004~~development, and ineventual commercialization of emerging next-generation clean technologies for the ~~State~~remediation of ~~Nevada~~polluted water, soil, and air ~~has~~in noan ~~assets~~environmentally friendly and ~~liabilities~~cost effective manner.

~~PolyPhenol~~Ceres Ventures, formerly known as PhytoMedical Technologies, Inc., was incorporated in the State of Nevada on ~~August~~July 2425, ~~2004~~2001 inunder the name Enterprise Technologies, Inc. BluFlow was incorporated on October 14, 2010 under the laws of the State of ~~Nevada~~Delaware. ~~and~~Nascent ~~has~~was noincorporated ~~assets~~on ~~and~~October ~~liabilities~~10, 2010 under the laws of the State of California.

~~PhytoMedical~~BluFlow ~~Ltd.~~Reverse was incorporated on April 11, 2007 in the Province of British Columbia, Canada for providing administrative services to the Company’s Canada office. The Company ceased to conduct business in Canada on August 31, 2008 and closed this office. As a result, the Company dissolved PhytoMedical Ltd. and eliminated all intercompany balances, effective January 1, 2009.Split

~~Since~~On ~~its~~June ~~incorporation~~10, ~~the~~2010, ~~Company~~BluFlow ~~focused~~implemented ~~its~~a one-for-ten ~~efforts~~reverse onshare ~~the~~split. ~~development~~The ofpar ~~new~~value ~~technologies~~and ~~(in~~total ~~particular~~number ~~pharmaceutical~~of ~~technologies~~authorized ~~and~~shares ~~products)~~were ~~and,~~unaffected ~~where~~by ~~warranted,~~ the ~~acquisition~~reverse ofstock ~~rights~~split. All toshare ~~obtain~~and ~~licenses~~per toshare ~~technologies~~amounts ~~and~~in ~~products~~these ~~that~~financial ~~are~~statements ~~being~~and ~~developed~~notes bythereto ~~third~~have ~~parties,~~been ~~primarily~~retrospectively ~~universities~~adjusted ~~and~~to ~~government~~all ~~agencies,~~periods presented ~~through~~to ~~sponsored~~give ~~research~~effect ~~and~~to ~~development~~the ~~agreements~~reverse stock split.

OnCeres ~~May~~Ventures ~~31,~~Name ~~2010,~~Change ~~the Company’s then President~~ and ~~Chief~~Reverse Executive Officer, James Lynch, resigned both as an officer and as a director, and Mr. Amit S. Dang was appointed in his place. On June 3, 2010, Mr. Jeet Sidhu was appointed to the Company’s Board of Directors. In June 2010 Messrs. Gary Branning, Greg Wujek, and Raymond Krauss resigned as directors. Mr. Krauss also resigned as the Company’s Chief Financial Officer, a position currently held by Mr. Dang.Split

~~Following~~On ~~the~~November 21, ~~management~~2011, ~~changes~~PhytoMedical ~~which occurred in June 2010~~Technologies, ~~the~~Inc. ~~Company’s~~changed ~~Board~~its ofname ~~Directors~~to ~~determined~~Ceres ~~that~~Ventures, itInc. ~~was~~and inimplemented ~~its~~a ~~shareholders~~one-for-fifty ~~best~~reverse ~~interest~~share consolidation. toThe ~~refocus~~par ~~its~~value ~~business~~and intotal ~~activities~~number inof aauthorized ~~manner~~shares ~~which~~were ~~may~~unaffected ~~more~~by ~~fully~~the ~~enhance~~reverse ~~shareholder~~stock ~~value~~split. As aAll ~~result,~~shares and onper ~~August~~share ~~25,~~amounts ~~2010,~~in ~~the~~these ~~Company~~financial ~~entered~~statements ~~into~~and anotes ~~non-binding~~thereto ~~Memorandum~~have ofbeen ~~Intent~~retrospectively ~~(the~~adjusted ~~“MOI”)~~to ~~with~~all ~~Standard~~periods ~~Gold~~presented to ~~Corp.,~~give aeffect ~~Nevada corporation (“SGC”), relating~~ to ~~continuing discussions and~~ the ~~negotiation~~reverse ofstock asplit. ~~definitive~~The ~~agreement~~Reverse ~~regarding~~Split ~~its~~was ~~possible~~declared ~~acquisition~~effective ofby ~~all~~the ofFinancial ~~the~~Industry ~~issued~~Regulatory ~~and~~Authority (“FINRA”) ~~outstanding~~on ~~shares~~December of12, ~~SGC~~2011.

~~SGC~~Reverse is a natural resource exploration company engaged in the exploration of precious metals in the western United States on properties that may contain economic concentrations of mineralization. As of the date of this report, none of SGC’s properties are known to contain any reserves. SGC’s strategy is to acquire properties that are prospective for mineral exploration and may have undergone some degree of mineral exploration and exploitation. To date, SGC has acquired interests in gross acres of State Leases and Federal lode claims in the State of Nevada.Merger

~~Pursuant~~On toDecember ~~the~~29, ~~MOI~~2011, ~~the~~Ceres ~~Company~~Ventures, ~~loaned~~a public ~~SGC~~shell ~~$30~~company,~~000~~ and BluFlow entered into an agreement and plan of merger (the “~~SGC~~Merger ~~Loan~~Agreement”) sopursuant ~~that~~to which itBluFlow ~~could~~became ~~maintain~~a ~~its~~wholly-owned ~~mineral~~subsidiary ~~claims,~~of inCeres ~~good~~Ventures ~~standing,~~as ~~pending~~more ~~on-going~~fully ~~negotiations~~described in Note 2. The ~~SGC~~Merger ~~Loan~~is ~~bore~~being ~~interest~~accounted for atas ana ~~annual~~reverse-merger ~~rate~~and ofrecapitalization ~~8.5%. Both~~and BluFlow is considered the ~~principal~~acquirer for accounting purposes and Ceres Ventures the ~~accrued~~acquired ~~interest~~company. onThe ~~the~~business ~~SGC~~of ~~Loan~~BluFlow ~~were~~became ~~repaid~~the inbusiness ~~January~~of ~~2011~~Ceres Ventures.

24Significant Accounting Policies

OnBasis ~~October 22, 2010 the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with SGC and its shareholders, pursuant to which the Company would acquire all~~ of the issued and outstanding shares of SGC in exchange for 607,539,940 shares of its common stock (the “SGC Acquisition”). Consummation of the transactions contemplated by the Share Exchange Agreement were subject to the satisfaction of a number of conditions, including, but not limited to, the Company’s receipt of subscriptions for an aggregate of 150,000,000 Units that it was previously offering at $0.01 per unit. If the conditions to closing were not satisfied by December 31, 2010 the Share Exchange Agreement would automatically terminate.Presentation

~~Each~~These ofconsolidated ~~the~~financial ~~parties~~statements have tobeen ~~the~~prepared ~~Share~~in ~~Exchange~~accordance ~~Agreement,~~with noaccounting ~~longer~~principles ~~believing~~generally ~~that~~accepted ~~the conditions to closing of the transactions contemplated by the Share Exchange Agreement~~ in ~~fact could be satisfied, entered into~~ the ~~Termination~~United ~~Agreement~~States ~~and~~of ~~Mutual~~America ~~Release~~ (~~the~~ “~~Termination Agreement~~GAAP”)~~, dated as of December 24, 2010. The Termination Agreement provides for the earlier termination of the Share Exchange Agreement~~ and apursuant ~~release~~to ~~(except as otherwise provided) by SGC and its shareholders on~~ the ~~one~~rules ~~hand,~~ and ~~the~~regulations ~~Company on the other hand,~~ of ~~any claims arising from or related to~~ the ~~Share~~Securities ~~Exchange Agreement~~ and ~~any~~Exchange ~~agreements~~Commission ~~delivered~~(the ~~pursuant thereto~~“SEC”).

InPrinciples ~~anticipation that the Company would consummate the SGC Acquisition and pursue the exploration and development~~ of the mineral claims held by SGC, it did not pay the $20,000 license maintenance fee that was due on September 1, 2010 to the Trustees of Dartmouth College (the “Dartmouth Trustees”). The Company had an exclusive license, granted pursuant to a license agreement dated September 1, 2008 (the “Dartmouth License Agreement”), between the Company and the Dartmouth Trustees, to develop, market and distribute a novel class of synthesized compounds known as bis-intercalators. Pursuant to Section 5.01(e) of the Dartmouth License Agreement, a $20,000 license maintenance fee was due and payable to the Dartmouth Trustees on September 1, 2010. Pursuant to Section 9.02 of the Dartmouth License Agreement, the Dartmouth Trustees provided the Company notice that it has terminated the Dartmouth License Agreement for a breach under Section 5.01(e).Consolidation

The ~~Company~~accompanying ~~had~~consolidated ~~originally~~financial statements ~~commenced~~include ~~its research and development activities relating to D11B,~~ the ~~anti-cancer~~accounts ~~compound~~of ~~licensed from Dartmouth College (“Dartmouth”), through a Sponsored Research Agreement (~~the ~~“Sponsored~~Company ~~Research~~and ~~Agreement”)~~its ~~with~~wholly-owned ~~Dartmouth. As~~subsidiaries ofafter ~~September~~elimination ~~30, 2009, the termination date~~ of ~~the~~all ~~Sponsored~~material ~~Research Agreement~~intercompany accounts, ~~Dartmouth concluded its research and development activities~~transactions, and ~~provided the Company with, it believes, a key anti-cancer compound for glioblastoma, D11B~~profits. ~~Based~~The ~~upon~~consolidated ~~results~~financial ofstatements ininclude ~~vivo efficacy and toxicity tests,~~ the ~~Company~~accounts ~~had entered into a fee-for-services agreement with Latitude Pharmaceuticals, Inc. (“Latitude”) to assist it with its development~~ of anCeres Ventures IVas ~~formulation~~ of ~~D11B,~~the indate ~~order to conduct additional tests. Further development~~ of the IVreverse ~~formulation~~merger, ~~for~~and ~~D11B~~its ~~was~~wholly ~~ceased~~owned insubsidiaries, ~~anticipation~~BluFlow ofand ~~the SGC Acquisition~~Nascent.

Because the transactions contemplated by the Share Exchange Agreement were not consummated, the Company is undertaking efforts to identify new commercial opportunities. The Company does not expect to generate any revenues for the foreseeable future and expects to continue to incur losses. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to the Company’s ability to continue as a going concern.22

~~Note 2.~~ Going Concern ~~Uncertainties~~

The Company is ~~has~~a development stage company, and does not ~~generated~~currently have any ~~revenues,~~commercial ~~has~~products anand ~~accumulated~~there ~~deficit~~is ofno ~~$24,112,661~~assurance asthat ofit ~~December~~will successfully ~~31,~~be ~~2010~~able ~~and~~to ~~does~~design, ~~not~~develop, ~~have~~manufacture, ~~positive~~or ~~cash~~sell ~~flows~~any ~~from~~commercial ~~operating~~products ~~activities~~in the future. The ~~accompanying~~Company ~~consolidated~~has ~~financial~~not ~~statements~~generated ~~have~~any ~~been~~revenue ~~prepared~~since ininception. ~~conformity~~The ~~with~~Company ~~generally~~has ~~accepted~~an ~~accounting~~accumulated ~~principles~~deficit inof ~~the~~$622,456 ~~United~~as ~~States~~ of ~~America~~December 31, 2011, ~~which~~and ~~contemplates~~does ~~continuation~~not ofhave ~~the~~positive ~~Company~~cash asflows afrom ~~going~~operating ~~concern,~~activities. ~~which~~As isof ~~dependent~~December ~~upon~~31, 2011, the Company’s ~~ability~~had tocash ~~establish~~of ~~itself as a profitable business~~$113,937.

The Company ~~has~~will ~~expended~~remain aengaged ~~significant amount of cash~~ in ~~developing its technology~~ research and ~~expects~~product todevelopment ~~incur~~activities ~~additional~~at ~~losses~~least asthrough itDecember ~~continues~~31, ~~to develop its technologies~~2012. To ~~date,~~Based ~~the~~upon ~~Company’s~~its ~~cash~~current ~~flow~~and ~~requirements~~near ~~have~~term ~~primarily~~anticipated ~~been~~level ~~met by proceeds~~ of operations ~~$400,000 received pursuant to the 2010 Offering (as that term is defined in “Note 13. 2010 Offering” below)~~ and ~~net proceeds of $3~~expenditures,~~109,500~~ ~~received pursuant to~~ the ~~2007 Private Placement (as that term is defined in “Note 15. Warrants” below) which was completed by the~~ Company inbelieves ~~September 2007. Management recognizes~~ that ~~in order to meet the Company’s capital requirements~~, ~~and~~absent ~~continue~~any tomodification ~~operate, additional financing will be necessary. The Company expects to raise additional funds through private~~ or ~~public~~expansion ~~equity investments in order to support existing operations and expand the range and scope~~ of its ~~business~~existing operations. The Company will seek access to private or public equity but there is no assurance that such additional funds will be available for the Company to finance its operations on acceptable termsresearch, ifdevelopment and attesting ~~all. Furthermore~~activities, ~~there~~cash ison nohand ~~assurance~~should ~~that the net proceeds received from any successful financing arrangement will~~ be sufficient to ~~cover~~enable ~~cash requirements during the initial stages of the Company’s operations. If the Company is unable to raise additional capital or generate positive cash flow,~~ it ~~is unlikely that the Company will be able~~ to continue asoperations athrough ~~going~~June ~~concern~~30, 2012.

25Currently, the Company is seeking additional financing but has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all. If adequate funds are not available on reasonable terms or at all, it would result in a material adverse effect on the Company’s business, operating results, financial condition and prospects. In particular, the Company may be required to delay, reduce the scope of or terminate its research programs, sell rights to its BluFlow™ Treatment Systems, BluFlow™ Nanoparticles or BluFlow™ AUT.

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

~~Note~~Reverse ~~3. Summary of Significant Accounting Policies~~Merger

~~Basis~~On December 29, 2011, Ceres Ventures entered into an agreement and plan of ~~Presentation~~merger with its newly organized wholly-owned subsidiary, Ceres Ventures Acquisition Corp. (“CVA”), a Delaware corporation, and BluFlow. Pursuant to the merger agreement CVA merged with and into BluFlow, with BluFlow remaining as the surviving corporation and a wholly-owned subsidiary of the Company (the “Reverse Merger”). The former stockholders of BluFlow received shares of the Company that constituted a majority of the outstanding shares.

The ~~accompanying~~Reverse ~~consolidated~~Merger has been accounted for as a reverse acquisition under which BluFlow was considered the acquirer of Ceres Ventures. As such, the financial statements ~~have~~of BluFlow ~~been~~are ~~prepared~~treated inas ~~accordance~~the ~~with~~historical ~~accounting~~financial ~~principles~~statements ~~generally~~of ~~accepted~~the incombined company, with the ~~United~~results ~~States~~of ~~(“U.S.~~Ceres ~~GAAP”)~~Ventures being included from December 29, 2011.

~~Principles~~As a result of ~~Consolidation~~the Reverse Merger with Ceres Ventures, historical common stock amounts and additional paid in capital have been retroactively adjusted. See Note 2 for additional discussion of the Reverse Merger and the conversion ratio.

~~These~~Development ~~consolidated~~Stage ~~financial statements presented are those of the~~ Company ~~and its wholly-owned subsidiaries, PhytoMedical Corp., PolyPhenol, and PhytoMedical Ltd. All significant intercompany transactions and accounts have been eliminated in consolidation.~~

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

~~The~~Use ~~preparation~~ of ~~the~~Estimates ~~Company’s consolidated financial statements requires management to make estimates~~ and use assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies for the Company include accounting for research and development costs, accounting for stock-based compensation, and valuation of equity instruments. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions.Assumptions

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

~~Certain reclassifications have been made to prior fiscal year amounts or balances to conform to the presentation adopted in the current fiscal year.~~23

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

~~The~~Management ~~functional~~bases ~~currencies~~its ofestimates ~~the~~on ~~Company’s international subsidiaries are the local currency of the country in which the subsidiary is located. Assets~~ experience and ~~liabilities~~on ~~recorded~~various inassumptions ~~foreign~~that ~~currencies~~ are ~~translated~~believed atto ~~the~~be ~~exchange~~reasonable ~~rate~~under on the ~~balance~~circumstances, ~~sheet~~the ~~date. Translation~~results ~~adjustments~~of ~~resulting~~which ~~from~~form ~~this process are charged or credited to accumulated other comprehensive income. Revenues and expenses of~~ the ~~Company’s~~basis ~~consolidated~~for making ~~foreign~~judgments ~~operations~~about ~~are translated at~~ the ~~average~~carrying ~~rates~~values of ~~exchange~~assets ~~prevailing during the year. Gains~~ and ~~losses~~liabilities onthat ~~foreign currency transactions~~ are ~~included~~not inreadily ~~foreign~~apparent ~~exchange~~from ~~gain~~other ~~or loss~~sources.

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

~~Cash~~Fair and cash equivalents includes highly liquid investments with original maturities of three months or less. On occasion, the Company has amounts deposited with financial institutions in excess of federally insured limits.Value

26The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

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

~~Research~~Level ~~and~~2. ~~development~~Valuations ~~costs~~based ~~represent~~on ~~costs~~quoted ~~incurred~~prices tofor ~~develop~~similar assets ~~the~~or ~~Company’s technology~~liabilities, ~~including~~quoted ~~salaries~~prices ~~and benefits~~ for ~~research~~identical ~~and~~assets ~~development~~or ~~personnel,~~liabilities ~~allocated~~in ~~overhead~~markets ~~and~~that ~~facility~~are ~~occupancy~~not ~~costs~~active, ~~supplies,~~or ~~equipment purchase and repair and~~ other ~~costs. Research~~inputs ~~and~~that ~~development costs~~ are observable ~~expensed~~or ~~when~~can ~~incurred,~~be ~~except~~corroborated ~~for~~by ~~nonrefundable~~observable ~~advance~~data ~~payments~~ for ~~future~~substantially ~~research~~the ~~and~~full ~~development~~term ~~activities~~of ~~which~~the ~~are~~assets ~~capitalized~~or ~~and~~liabilities. ~~recognized~~The asCompany has ~~expense~~no asassets ~~the~~or ~~related~~liabilities ~~services~~valued ~~are~~with ~~performed~~Level 2 inputs.

~~During~~Level ~~the~~3. ~~years~~Valuations ~~ended~~based ~~December~~on inputs ~~31,~~that ~~2010~~are supported by little or no market activity and ~~2009,~~that are significant to the fair value of the assets or liabilities. The Company ~~incurred~~has ~~$8,794~~no ~~and~~assets ~~$113,826~~or onliabilities ~~research~~valued ~~and~~with ~~development~~Level ~~activities~~3 inputs.

Fair Value of Financial Instruments

The ~~Company~~carrying ~~measures fair~~ value asof ~~the~~cash, ~~price~~accounts ~~that~~payable, accrued ~~would~~interest, beaccrued ~~received~~payroll toliabilities, ~~sell~~and annotes ~~asset~~payable orapproximate ~~paid~~their tofair ~~transfer~~value abecause ~~liability~~of ~~(an~~the ~~exit~~short-term ~~price)~~nature of inthese aninstruments ~~orderly~~and ~~transaction~~their ~~between~~liquidity. ~~market~~Management ~~participants~~is atof the ~~reporting~~opinion ~~date.~~that ~~The~~the Company ~~utilizes~~is anot ~~three-tier~~exposed ~~hierarchy,~~to ~~which~~significant ~~prioritizes~~interest or ~~the~~credit ~~inputs~~risks ~~used~~arising infrom ~~the~~these ~~valuation~~financial ~~methodologies in measuring fair value:~~instruments.

~~Level~~Cash 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.Equivalents

~~Level~~The ~~2. Valuations~~Company ~~based~~considers onall ~~quoted~~highly ~~prices~~liquid investments ~~for~~with ~~similar~~maturities ~~assets~~of orthree ~~liabilities,~~months ~~quoted prices for identical assets~~ or ~~liabilities~~less inat ~~markets~~the ~~that~~time ~~are~~of ~~not~~purchase ~~active,~~to ~~or other inputs that are observable or can~~ be ~~corroborated~~cash byequivalents. ~~observable~~As ~~data~~of ~~for~~December ~~substantially~~31, ~~the~~2011 ~~full~~and 2010, ~~term of~~ the ~~assets or liabilities. The~~ Company ~~has~~had no ~~assets~~cash ~~or liabilities valued with Level 2 inputs~~equivalents.

~~Level~~Intangible 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Liabilities valued with Level 3 inputs are described below in “Note 12. Notes Payable and Convertible Notes Payable” and “Note 15. Warrants.”Assets

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

~~Due~~As toof ~~the~~December ~~unique~~31, ~~nature~~2011, the ofCompany ~~the~~had ~~terms~~$51,054 of ~~the~~intangible ~~Convertible~~assets ~~Note~~on ~~Payable~~the ~~and~~Consolidated ~~Rayat~~Balance ~~Convertible~~Sheet ~~Note,~~representing itthe iscosts ~~not~~for ~~practicable~~a tolicense ~~determine~~agreement ~~their~~and patent ~~fair~~usage ~~value~~rights. atThese ~~December~~costs ~~31,~~were ~~2010.~~not ~~Please~~subject ~~refer~~ to ~~“Note~~amortization ~~12. Notes~~as ~~Payable~~the ~~and~~patents ~~Convertible~~are ~~Notes Payable” below~~pending.

~~The carrying value of note receivable, interest payable, and accrued payroll liabilities approximate fair value because of the short-term nature of those instruments.~~24

~~Stock~~Impairment of Long-~~Based~~Lived ~~Compensation~~Assets

~~The~~Intangible ~~Company~~assets are ~~measures~~evaluated ~~all~~and ~~employee~~reviewed ~~stock-based~~for ~~compensation~~impairment ~~awards~~annually ~~using~~or amore ~~fair~~frequently ~~value~~whenever ~~method~~events onor ~~the~~changes in ~~date~~circumstances ofindicate ~~grant~~that ~~and~~the ~~recognizes~~carrying ~~such~~amount ~~expense~~may innot ~~its~~be ~~consolidated~~recoverable. ~~financial~~The ~~statements~~Company ~~over~~recognizes ~~the~~impairment ~~requisite~~of ~~service~~long-lived ~~period. The~~assets in ~~Company~~the ~~uses~~event the ~~Black-Scholes~~carrying ~~pricing~~amount ~~model~~exceeds ~~to determine~~ the fair value of ~~stock-based compensation awards on~~ the ~~date of grant~~assets. ~~The~~ ~~Black-Scholes~~An ~~pricing~~impairment ~~model~~loss ~~requires~~is ~~management~~recognized equal to ~~make assumptions regarding~~ the ~~warrant~~amount to ~~and~~that ~~option lives, expected volatility, and risk free interest rates~~excess. ~~See~~Such ~~“Note~~analyses ~~14.~~necessarily ~~Stock~~involve ~~Options”~~significant ~~and “Note 15~~judgment. ~~Warrants” for additional information on the Company’s stock-based compensation plans.~~

~~Impairment~~The Company determined there was no impairment of ~~Long~~long-~~Lived~~lived ~~Assets~~assets for the year ended December 31, 2011 and the period from October 14, 2010 (inception) to December 31, 2010.

~~Long-lived~~Research ~~assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held~~ and ~~used~~Development is measured by comparison of the carrying value of an asset to future net cash flows expected to be generated by the asset. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.Costs

27Research and development costs are charged to expense when incurred. Research and development includes costs such as contracted research and license agreement fees with no alternative future use, supplies and materials, salaries and employee benefits, equipment depreciation and allocation of various corporate costs, and amortization of intangible assets.

In anticipation that the Company would consummate the SGC Acquisition and pursue the exploration and development of the mineral claims held by SGC, it did not pay the $20,000 license maintenance fee that was due on September 1, 2010 pursuant to Section 5.01(e) of the Dartmouth License Agreement. Pursuant to Section 9.02 of the Dartmouth License Agreement, the Dartmouth Trustees provided the Company notice that it has terminated the Dartmouth License Agreement for a breach under Section 5.01(e). As a result of the Company’s intention to terminate the Dartmouth License Agreement, it recorded an impairment charge of $15,000 at September 30, 2010 to writeStock-~~off~~Based ~~the previously paid license fee.~~Compensation

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

~~The~~Loss ~~Company~~Per accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. See “Note 17. Income Taxes” for further discussion.Share

~~Segment~~The ~~Reporting~~computation of basic net income (loss) per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net income (loss) per common share is based on the weighted average number of shares used in the basic net income (loss) per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See “Note 3. Loss Per Share” for further discussion.

~~The~~Income Company’s business is considered as operating in one segment based upon the Company’s organizational structure, the way in which the operations are managed and evaluated, the availability of separate financial results and materiality considerations.Taxes

~~Net~~ Income ~~(Loss)~~taxes ~~Per~~are ~~Share~~accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. Should they occur, our policy is to classify interest and penalties related to tax positions as interest expense. Since our inception, no such interest or penalties have been incurred.

The ~~computation~~Company ofrecognizes ~~basic net~~ income ~~(loss)~~taxes ~~per~~on an ~~share~~accrual isbasis based on ~~the~~tax ~~weighted~~positions ~~average~~taken ~~number~~or ofexpected ~~shares~~to ~~that~~be ~~were~~taken ~~outstanding~~in ~~during~~our ~~the~~tax ~~year~~returns. ~~The~~A ~~computation~~tax ofposition ~~diluted~~is ~~net~~defined ~~income~~as ~~(loss)~~a ~~per~~position in ~~share~~a ispreviously ~~based~~filed ontax ~~the~~return ~~weighted~~or ~~average~~a ~~number~~position ofexpected ~~shares~~to ~~used~~be taken in ~~the~~a ~~basic~~future ~~net~~tax filing that is reflected in measuring current or deferred income ~~(loss)~~tax ~~per~~assets ~~share~~and ~~calculation~~liabilities. ~~plus~~Tax ~~the~~positions ~~number~~are recognized only when it is more likely than not (i.e., likelihood of ~~common~~greater ~~shares~~than 50%), based on technical merits, that the position would be ~~issued~~sustained ~~assuming~~upon ~~the~~examination ~~exercise~~by oftaxing ~~all~~authorities. ~~potentially~~Tax positions ~~dilutive~~that ~~common~~meet ~~shares~~the ~~outstanding~~more ~~using~~likely ~~the~~than ~~treasury~~not ~~stock~~threshold ~~method~~are ~~for~~measured ~~shares~~using ~~subject~~a toprobability-weighted ~~stock~~approach ~~options~~as ~~and~~the ~~warrants. See~~largest ~~“Note~~amount of 4.tax ~~Net~~benefit ~~Income~~that ~~(Loss)~~is ~~Per~~greater ~~Share”~~than ~~for~~50% ~~further~~likely ~~discussion~~of being realized upon settlement.

~~Related~~Recently ~~Party~~Issued ~~Transactions~~and Adopted Accounting Pronouncements

AThe ~~related~~Company ~~party~~reviews isnew ~~generally~~accounting ~~defined~~ standards as ~~(i)~~issued. ~~any~~Although ~~person~~some ~~that~~of ~~holds~~these ~~10%~~accounting standards issued or ~~more~~effective ofafter the ~~Company’s~~end ~~securities~~of ~~and their immediate families, (ii)~~ the Company’s ~~management,~~previous ~~(iii)~~fiscal year ~~someone~~may ~~that~~be ~~directly~~applicable orto ~~indirectly controls, is controlled by or is under common control with~~ the Company, orit ~~(iv)~~has ~~anyone~~not ~~who~~identified ~~can~~any ~~significantly~~standards ~~influence~~that ~~the~~it ~~financial~~believes ~~and~~merit ~~operating~~further ~~decisions~~discussion. ofThe ~~the~~ Company. believes Athat ~~transaction~~none isof ~~considered~~the tonew bestandards awill ~~related~~have ~~party transaction when there is~~ a ~~transfer~~significant ofimpact ~~resources~~on orits ~~obligations~~consolidated ~~between~~financial ~~related parties~~statements.

~~Recently Adopted Accounting Pronouncements~~25

~~The~~NOTE ~~Company reviews new accounting standards as issued~~2. ~~Although~~ ~~some~~REVERSE of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company believes that none of the new standards will have a significant impact on its consolidated financial statements.MERGER

28On December 29, 2011, the Effective Date of the Reverse Merger, each share of BluFlow common stock, par value $0.0001 per share, that was outstanding immediately prior to the Effective Date was converted into the right to receive three (3) shares of the Company’s common stock, par value $0.00001. Accordingly, the Company issued to the former holders of BluFlow common stock, in consideration of their capital stock of BluFlow, an aggregate of 71,794,860 shares of the Company’s common stock representing approximately 84% of the Company’s issued and outstanding shares of common stock, without giving effect to the exercise of outstanding Exchange Warrants or Exchange Options, as defined and described below, but after giving effect to Debt Conversions, as defined and described below.

~~Note~~On December 29, 2011, the Company exchanged with BluFlow stockholders who were also holders of common stock purchase warrants to purchase up to an aggregate of 1,527,500 shares of BluFlow common stock at an initial price of $0.50 per share, substantially identical warrants to purchase up to 4,582,500 shares of the Company’s common stock at an initial exercise price of $0. ~~Net~~16 ~~Income~~per share (~~Loss~~the “Exchange Warrants”). ~~Per~~The ~~Share~~expiration date of each Exchange Warrant is substantially identical to the BluFlow warrant for which it was exchanged, December 31, 2012. The exercise price of the Exchange Warrants and the number of shares issuable upon the exercise of the warrants are subject to proportional adjustment in the event of stock splits, dividends, recapitalizations or similar transactions.

~~Basic~~On ~~net~~December ~~income~~29, ~~(loss)~~2011, ~~per~~the ~~share~~Company isexchanged ~~computed~~with byholders ~~dividing~~of BluFlow ~~the~~stock ~~net~~options ~~income~~who ~~(loss)~~held byoptions to purchase, subject to the ~~weighted~~holders ~~average~~meeting ~~number~~certain vesting milestones, up to an aggregate of ~~common~~120,000 shares ~~outstanding~~of ~~during~~BluFlow ~~the~~common ~~period. Diluted~~stock ~~net~~at ~~income~~an ~~(loss)~~exercise price of $0.25 per share, issubstantially ~~computed~~identical byoptions ~~dividing~~to purchase up to 360,000 shares of the ~~net~~Company’s ~~income~~common stock at an initial exercise price of $0.083 per share (~~loss~~the “Exchange Options”). byThe exercise price of the ~~weighted~~Exchange ~~average~~Options and the number of ~~common~~shares ~~and~~issuable ~~dilutive~~upon ~~common~~the ~~equivalent~~exercise ~~shares~~of ~~outstanding~~the ~~during~~options are subject to proportional adjustment in the ~~period~~event of stock splits, dividends, recapitalizations or similar transactions.

~~There~~On ~~are~~December no29, ~~securities~~2011, each pre-merger issued and outstanding atshare ~~December~~of 31capital stock of Ceres Ventures was converted into and become one fully paid and nonassessable share of common stock of the Company for a total of 4,829,872 ~~2010~~shares ~~that~~of ~~are~~common ~~excluded~~stock. ~~from~~Additionally, Ceres Ventures had outstanding prior to the ~~computation~~merger 400,000 shares of ~~diluted~~Series ~~net~~B ~~income~~Common ~~per~~Stock ~~share~~Purchase ~~for~~Warrants which remained outstanding after the ~~year~~merger ~~ended~~with ~~December~~the ~~31,~~same terms ~~2010~~and conditions.

~~During~~As ~~the~~part ~~year~~of ~~ended~~the ~~December 31~~Merger, ~~2009,~~ the Company ~~recorded a net loss. Excluded from the computation of diluted net loss per share for the year ended December 31~~assumed $451,915 ~~2009,~~in ~~because~~Ceres ~~their~~Ventures ~~effect would be anti~~pre-~~dilutive~~merger ~~are~~liabilities ~~stock~~as ~~options and warrants to acquire 2,000,000 shares of common stock with a weighted-average exercise price of $0.52 per share.~~follows:

For purposes of earnings per share computations, shares of common stock that are issuable at the end of a reporting period are included as outstanding.

Liabilities Assumed	Balance at 12/29/2011

Accounts payable	$	58,201
Accrued payroll liabilities - see Note 7		30,277
Convertible note payable and accrued interest - see Note 6		105,170
Liabilities converted to stock at merger date (see below)		258,267
	$	451,915

~~Following~~On isDecember 29, 2011, as a precondition to the ~~computation~~Reverse ofMerger, ~~basic~~the Company entered into the Rayat Settlement Agreement pursuant to which Mr. Rayat, our former Chief Financial Officer, director, and ~~diluted~~majority ~~net~~stockholder, ~~income~~was ~~(loss)~~issued ~~per~~7,500,000 ~~share~~shares ~~for~~of the ~~years~~Company’s ~~ended~~common stock ~~December~~as 31payment in full of the principal amount of the Rayat Convertible Note. Pursuant to the terms of the Rayat Settlement Agreement, Mr. ~~2010~~Rayat agreed to forgive all accrued and ~~2009:~~unpaid interest due him under the Rayat Convertible Note. The carrying value of the note payable and interest was $167,584 at the time of conversion.

	Years Ended
	December 31,
	2010		2009
Basic Net Income (Loss) Per Share Computation
Numerator: net income (loss)	$	2,027,711	$	(693,791	)
Denominator:
Weighted average number of common shares outstanding		226,255,118		200,675,941
Basic net income (loss) per share	$	0.01	$	(0.00	)
Dilutive Net Income (Loss) Per Share Computation
Numerator: net income (loss)	$	2,027,711	$	(693,791	)
Add: convertible notes payable interest expense and accreted discount		85,541		-
Adjusted net income (loss)		2,113,252		(693,791	)
Denominator:
Weighted average number of common shares outstanding		226,255,118		200,675,941
Effect of dilutive securities:
Warrants		953,824		-
Assumed conversion of convertible notes payable		113,099,089		-
Total shares		340,308,031		200,675,941
Diluted net income (loss) per share	$	0.01	$	(0.00	)

On December 29, 2011, as a precondition to the Reverse Merger, the Company entered into the Sidhu Settlement Agreement, pursuant to which Mr. Sidhu, a director of the Company, was issued 30,000 shares of the Company’s common stock as payment in full for $3,000 of director compensation owed him.

~~Note 5. Iowa State University Sponsored Research Agreement~~26

On ~~February~~December 129, ~~2007~~2011, ~~the~~as ~~Company,~~a ~~through~~precondition to ~~its~~the ~~wholly~~Reverse ~~owned subsidiary~~Merger, ~~PolyPhenol,~~the Company entered into athe ~~Sponsored~~S&C ~~Research~~Settlement Agreement, ~~with~~pursuant ~~Iowa~~to ~~State~~which ~~University (“ISU”)~~Mr. ~~Under~~Sierchio, ~~terms~~a ofdirector of the ~~agreement, the~~ Company ~~continued~~and toa ~~undertake~~managing ~~its~~partner ~~research at ISU for development~~ of ~~the~~Sierchio ~~Company’s~~& ~~novel~~Company, ~~synthesized~~LLP ~~type~~was ~~A-1~~issued ~~‘polyphenolic’ compounds. On January 6~~876,825 ~~2009,~~shares of the Company’s ~~provided~~common ~~written~~stock as ~~notice~~payment toin ~~ISU~~full ~~terminating~~of the ~~Sponsored~~accrued ~~Research~~but ~~Agreement~~unpaid ~~between~~legal ~~the~~fees ~~Company~~of ~~and~~$87,682 ~~ISU.~~due ~~The~~to ~~termination~~Sierchio ~~was~~& ~~effective March 6~~Company, ~~2009~~LLP.

29NOTE 3. LOSS PER SHARE

~~Upon~~Basic ~~written~~net ~~notice~~income of(loss) ~~termination~~per ofshare is computed by dividing the ~~Sponsored~~net ~~Research~~income ~~Agreement~~(loss) toby ~~ISU~~the onweighted ~~January~~average 6,number ~~2009,~~of common shares outstanding during the ~~Company~~period. ~~was~~Diluted ~~current~~net ~~with~~income (loss) ~~respect~~per toshare ~~all~~is ~~contractual~~computed ~~obligations~~by ~~owed~~dividing tothe ~~ISU~~net ~~pursuant~~income to(loss) by the ~~Sponsored~~weighted ~~Research~~average ~~Agreement~~number of common and dilutive common equivalent shares outstanding during the period.

AsThe computation of ~~December~~loss per share for the year ended December 31, ~~2010,~~2011 and for the ~~Company~~period ~~had~~from ~~paid~~October a14, ~~total~~2010 of(Inception) ~~$114~~through December 31,~~972~~ ~~pursuant~~2010 toexcludes the ~~terms~~following ofpotentially ~~the~~dilutive securities ~~ISU~~because ~~Sponsored~~their ~~Research~~inclusion ~~Agreement~~would be anti-dilutive: 360,000 and ~~have~~nil, ~~reimbursed~~respectively, ~~ISU~~of ~~$673~~stock ~~for~~options ~~other~~issued ~~out-of-pocket~~during ~~costs~~those periods; 4,982,500 ~~none~~and of150,000, ~~which~~respectively, isof ~~included~~warrants outstanding in ~~research~~each of those periods; and ~~development~~210,480 ~~expense~~and ~~for~~nil, ~~the~~respectively, of ~~years~~shares ~~ended~~of ~~December~~common ~~31,~~stock ~~2010~~(equivalent common shares) from convertible notes payable and ~~2009~~accrued interest issued.

~~Note~~The ~~6. Iowa~~loss ~~State~~per ~~University~~share ~~Research~~is ~~Foundation~~as ~~License Agreement~~follows:

On June 12, 2006, the Company, through its wholly owned subsidiary, PolyPhenol, entered into an exclusive license agreement with Iowa State University Research Foundation Inc. (“ISURF”) to develop, market and distribute novel synthesized compounds derived from type A-1 polyphenols, which have been linked to insulin sensitivity by the USDA's Agricultural Research Service. On January 6, 2009, the Company gave written notice to ISURF, terminating the License Agreement between the Company and ISURF, effective April 6, 2009.

	Year Ended			Period Ended
	December 31, 2011			December 31, 2010
Numerator - net loss	$	(571,601	)	$	(50,855	)

Denominator for basic loss per share - weighted average shares outstanding		68,465,720			60,300,000
Dilutive effective of shares issuable under warrants		-			-
Denominator for dilutive loss per share - adjusted weighted average shares outstanding		68,465,720			60,300,000

Net loss per share
Basic	$	(0.01	)	$	(0.00	)
Diluted	$	(0.01	)	$	(0.00	)

~~Upon~~NOTE ~~written~~4. ~~notice~~SPONSORED ofRESEARCH ~~termination of the license agreement to ISURF on January 6, 2009, the Company was current with respect to all contractual obligations owed to ISURF pursuant to the license agreement.~~AGREEMENT

AsUniversity of ~~December 31~~California, ~~2010,~~Santa the Company had paid a total of $20,000 to ISURF for the license fee and $31,223 for reimbursement of patent costs and research expenses as per agreement with ISURF, none of which is included in research and development expense for the years ended December 31, 2010 and 2009.Barbara

~~Note~~On ~~7. Dartmouth~~December ~~Sponsored~~9, 2010, the Company entered into the sponsored Research Agreement with the University of California, Santa Barbara (“UCSB”) providing for the continuing development of the UCSB Nanoparticles. The research agreement was effective for the period January 1, 2011 through December 31, 2014. The terms of the agreement were on a “cost reimbursement” basis. The agreement could be terminated by either party, without cause, with a 60-day written notice. Pursuant to SEC Rule 24b-2, certain portions of this agreement have been granted confidential treatment and therefore have not been disclosed.

On ~~May~~October 2524, ~~2007~~2011, the Company ~~entered into~~ provided a ~~Sponsored Research Agreement with Dartmouth College (“Dartmouth”), in the area of cancer research, specifically furthering research and development of anti~~60-~~tumor~~day ~~bis-acridines.~~written ~~The~~termination ~~Sponsored~~notice ~~Research~~to ~~Agreement~~UCSB ~~with~~as ~~Dartmouth~~management ~~was~~believes ~~amended on October 1, 2008 extending~~ it tocan ~~September~~further ~~30,~~the ~~2009. As of September 30, 2009, Dartmouth had concluded their~~ research and development ~~and~~of ~~provided~~ the ~~Company~~technology on ~~with~~ a ~~key~~more ~~anti-cancer~~cost ~~compound~~effective ~~for~~manner ~~glioblastoma. The~~than ~~Company entered into a fee-for-services agreement with Latitude Pharmaceuticals, Inc~~UCSB. (“Latitude”) to develop an intravenous (“IV”) formulation for its lead anti-cancer compound for glioblastoma (see “Note 9. Latitude Agreement”). Further development of the IV formulation for D11B was ceased in anticipation of the SGC Acquisition.

AsApplied ofPower ~~December 31~~Concepts, ~~2010, the Company has paid $220,260 pursuant to the Sponsored Research Agreement with Dartmouth and $10,017 for reimbursement of expenses~~Inc. ~~Of the total $230,277 paid to Dartmouth, $8,764 and $60,463 is included in research and development expense for the years ended December 31, 2010 and 2009.~~

~~Note~~On 8July 7, 2011, the Company entered into a services agreement (the “Services Agreement”) with Applied Power Concepts, Inc. ~~Dartmouth~~ ~~License~~(“APC”) and additional ancillary agreements pursuant to which APC assists the Company in the development of the patent pending BluFlow™ Treatment System, which incorporates the BluFlow™ Nanoparticles and BluFlow™ AUT, as well as research and development to determine additional applications for the BluFlow™ Nanoparticles. Pursuant to the terms of the Services Agreement any technologies developed by APC for the Company, including any patents arising therefrom, belong to the Company. Pursuant to SEC Rule 24b-2, certain portions of this agreement have been granted confidential treatment and therefore have not been disclosed.

On September 1, 2008, the Company entered into the Dartmouth License Agreement pursuant to which the Company obtained the rights to develop, market and distribute a novel class of synthesized compounds known as bis-intercalators. These anti-cancer agents, which have a ‘cytotoxic’ or poisonous affinity for cancer cells, are designed to bind tightly to cancer cell DNA (deoxyribonucleic acid), the blueprint of life for the cancer cell.27

~~Under~~Payment ~~the~~under ~~terms of~~ the ~~Dartmouth~~Services ~~License~~ Agreement, ~~the~~is based ~~Company~~upon ~~was~~time ~~obligated~~and tomaterials ~~pay~~and ~~annual~~includes ~~license~~a ~~maintenance~~bonus ~~fees~~of tostock ~~the~~options ~~Dartmouth Trustees, in addition~~ to anpurchase ~~upfront~~the ~~payment~~Company’s ofcommon ~~$15,000~~stock ~~within 30 days of execution of the agreement,~~ with ~~such~~vesting ~~payment~~based on ~~already~~performance ~~having been made~~milestones. ~~Additionally,~~ ~~the~~The ~~Company~~Services isAgreement ~~required~~can tobe ~~make~~terminated ~~milestone~~at ~~payments~~any totime ~~the~~by ~~Dartmouth~~either ~~Trustees if, and only when, specific clinical and regulatory approval milestones are achieved~~party.

~~Throughout~~NOTE the duration of the Dartmouth License Agreement, the Company was obligated to make royalty payments to the Dartmouth Trustees based on the net sales of products derived from the Dartmouth License Agreement, if any5. ~~The~~ ~~Company~~LICENSE was also obligated to reimburse the Dartmouth Trustees all costs incurred for filing, prosecuting and maintaining any licensed patents related to the Dartmouth License Agreement, throughout the duration of the agreement. The Company was required to undertake the development, regulatory approval, and commercialization, of products derived from the Dartmouth License Agreement, if any, and pursue collaborative commercial partnerships, if viable.AGREEMENT

30On October 11, 2011, the Company entered into the License Agreement with UCSB pursuant to which the Company obtained a worldwide exclusive license to market and sell the UCSB Nanoparticles. The License Agreement includes an execution fee and non-refundable and non-cancellable royalty payments over the life of the patents. Pursuant to SEC Rule 24b-2, certain portions of this agreement have been granted confidential treatment and therefore have not been disclosed.

~~Pursuant~~NOTE to Rule 24b-2, the Company submitted a request for confidential treatment of certain portions of the Dartmouth License Agreement, relating to the payment terms and certain provisions under the Dartmouth License Agreement6. ~~The~~ ~~Company’s~~CONVERTIBLE ~~request~~NOTE ~~was granted on March 9, 2009. Accordingly, certain terms of the Dartmouth License Agreement do not need to be released to the public until August 5, 2013.~~PAYABLE

InOn ~~anticipation~~May ~~that~~20, 2011, Ceres Ventures issued a one year convertible promissory note in the ~~Company~~amount ~~would~~of ~~consummate~~$100,000 to Mr. Jeet Sidhu (the ~~SGC~~“Sidhu ~~Acquisition~~Convertible ~~and~~Note”), one ~~pursue~~of Ceres Ventures’ non-employee directors. The Sidhu Convertible Note bears interest at the ~~exploration~~rate of 8.5% per annum, which interest is accrued and ~~development~~payable on the maturity date of the ~~mineral~~Sidhu ~~claims~~Convertible ~~held~~Note. byAs ~~SGC,~~long itas ~~did~~the Sidhu Convertible Note remains outstanding and not ~~pay~~fully paid, the ~~$20~~holder has the right,~~000~~ ~~license~~but ~~maintenance~~not ~~fee~~the ~~that~~obligation, ~~was~~to ~~due~~convert onall ~~September~~or 1,any ~~2010~~portion ~~pursuant~~of tothe ~~Section~~aggregate outstanding ~~5.01(e)~~principal amount of the ~~Dartmouth~~Sidhu ~~License~~Convertible ~~Agreement.~~Note, ~~Pursuant~~together towith ~~Section~~all ~~9.02~~or any portion of the ~~Dartmouth~~accrued ~~License~~and ~~Agreement~~unpaid interest into that number of shares, ~~the~~subject ~~Dartmouth~~to ~~Trustees~~certain ~~provided~~terms ~~the~~and ~~Company~~conditions, ~~notice~~of ~~that~~our itcommon ~~has~~stock ~~terminated~~equal to the ~~Dartmouth~~amount ~~License~~of ~~Agreement~~the ~~for~~converted aindebtedness divided ~~breach~~by ~~under~~$0.50 ~~Section~~per ~~5.01~~share (eafter giving effect to the Reverse Split). As aIn ~~result~~the event of default, as defined in the ~~Company’s~~Sidhu ~~intention~~Convertible Note agreement, the annual interest rate increases to ~~terminate~~10% ~~the~~and ~~Dartmouth~~is ~~License~~due ~~Agreement,~~on itdemand. ~~recorded~~Certain anevents ~~impairment~~of ~~charge~~default will result in all sums of ~~$15,000~~principal atand ~~September~~interest 30then remaining unpaid immediately due and payable, ~~2010~~upon todemand ~~write-off~~of the ~~previously~~holder. ~~paid~~The ~~license~~issuance ~~fee~~of the Sidhu Convertible Note did not result in a beneficial conversion feature.

Pursuant to an amendment dated December 29, 2011, the Sidhu Convertible Note 9.is ~~Latitude~~payable ~~Agreement~~as follows: (a) $50,000 plus accrued and unpaid interest thereon on or before January 31, 2012 and (b) the balance of $50,000 plus accrued and unpaid interest thereon on or before April 30, 2012.

OnAt ~~July~~December 631, ~~2009~~2011, ~~the~~accrued ~~Company entered into a fee-for-services agreement with Latitude, which was amended~~ interest on ~~October 23, 2009 (~~the ~~“Latitude~~Sidhu ~~Agreement”),~~Convertible toNote ~~develop~~was an IV formulation of the Company’s anti-cancer compound for glioblastoma, D11B, for use in ongoing and future testing to determine the compound’s efficacy and toxicology, and if warranted, future early stage human clinical trials. As of December 31, 2010, the Company has paid $455,~~377 pursuant to the terms of the Latitude Agreement, all of which is included in research and development expense for the year ended December 31, 2009~~240.

~~Note~~On ~~10.~~January ~~Note~~31, ~~Receivable~~2012, we made the first $50,000 installment payment plus accrued interest on that amount according to the terms of the amended agreement for a total payment of $53,086.

OnNOTE August 25, 2010, the Company entered into the non-binding MOI with SGC, relating to the continuing discussions and the negotiation of a definitive agreement regarding its possible acquisition of all of the issued and outstanding shares of SGC7. ~~Pursuant~~ toACCRUED ~~the~~PAYROLL MOI, the Company funded the SGC Loan in the amount of $30,000 so that SGC could maintain its mineral claims, in good standing, pending on-going negotiations. The SGC Loan bore interest at an annual rate of 8.5%. During the year ended December 31, 2010, the Company recorded interest income of $780 related to the SGC Loan. Both the principal and the accrued interest on the SGC Loan were repaid in January 2011.LIABILITIES

~~Note~~On 11March 15, 2010, Mr. ~~Accrued~~ ~~Payroll~~Greg ~~Liabilities~~Wujek tendered his resignation as Ceres Ventures’ President and Chief Executive Officer (“CEO”). On June 17, 2010, Mr. Wujek tendered his resignation as one of Ceres Ventures’ directors. As of his resignation date as the Company’s President and CEO, the Company owed Mr. Wujek $30,277 for salary and related payroll taxes earned, but not paid. Management intends to repay Mr. Wujek in full when it has the capital resources to do so. Mr. Wujek has not made any demand for payment.

OnNOTE ~~March 15, 2010, Mr~~8. ~~Greg~~PROMISSORY Wujek tendered his resignation as the Company’s President and Chief Executive Officer (“CEO”). On June 17, 2010, Mr. Wujek tendered his resignation as one of our directors. As of his resignation date as our President and CEO, the Company owed Mr. Wujek $30,277 for salary and related payroll taxes earned, but not paid. We intend to repay Mr. Wujek in full when we have the capital resources to do so. Mr. Wujek has not made any demand for payment.NOTE

~~Note~~On 12October 20, 2010, the Company identified and obtained the exclusive right to license certain highly specialized magnetized nanoparticles, initially developed at UCSB for, among other things, potential water treatment applications and solutions. ~~Notes~~ ~~Payable~~These highly specialized magnetized nanoparticles are the subject of three patent applications. BluFlow obtained the option for the exclusive license rights from Appeal Capital Corp. (“Appeal”), a privately held corporation controlled by the president of the Company and ~~Convertible~~a ~~Notes~~director. ~~Payable~~Pursuant to SEC Rule 24b-2, certain portions of this agreement have been granted confidential treatment and therefore have not been disclosed.

~~Convertible Note Payable – Current~~28

OnConsideration ~~March~~given 2,to ~~2010~~Appeal ~~the~~for ~~Company issued a one year convertible promissory note in~~ the ~~amount~~license rights ofwas $4012,000 ~~to a non-affiliated third party. The convertible note bears interest at the rate of 8.5% per annum,~~ which ~~interest~~was ispaid ~~accrued~~through ~~and payable on~~ the ~~maturity~~issuance ~~date~~ of ~~the~~a ~~convertible~~ promissory note. As ~~long~~The ~~as the convertible promissory~~ note ~~remains~~bears outstanding and not fully paid, the holder has the right, but not the obligation, to convert all or any portion of the aggregate outstanding principal amount of the convertible promissory note, together with all or any portion of the accrued and unpaid interest ~~into that number~~ of ~~shares,~~8% ~~subject~~per toannum ~~certain terms~~ and ~~conditions,~~is ~~of the Company’s common stock equal to the amount of the converted indebtedness divided by $0~~compounded quarterly.01 ~~per share.~~ In the event of default, ~~as defined in~~ the ~~Convertible Promissory Note agreement, the annual~~ interest rate ~~increases~~shall increase to 1018% ~~and~~per isannum due on demand. The Company may, in its discretion, redeem the convertible promissory note at any time prior to the maturity date of the convertible promissory note. Certain events of default will result in all sums of principal and ~~interest~~be ~~then remaining unpaid immediately~~ due ~~and~~on ~~payable, upon~~ demand ~~of the holder~~.

31On October 11, 2011, we entered into an Exclusive License Agreement with UCSB to exclusively license the technologies. For further details of the license agreement refer to Note 6 – License Agreement.

~~Since~~During the ~~book~~year ~~value~~end ofDecember ~~the convertible promissory note ($40~~31,~~000)~~ ~~divided by the number of shares to which the debt can be converted (4~~2011,~~000,000~~ we ~~shares~~recorded ofinterest ~~common~~expense ~~stock) is $0.01 per share, which was less than the fair value~~ of ~~the stock at the time the debt was issued (~~$~~0.03~~998 ~~per~~related ~~share),~~to ~~there~~this ~~was~~promissory anote ~~beneficial conversion feature~~payable. ~~The~~ ~~beneficial~~At ~~conversion~~December ~~feature~~31, ~~was recorded as a discount against the convertible promissory note~~2011, ~~which~~accrued ~~reduced~~interest ~~the~~related ~~book value of~~ to the ~~convertible~~ promissory note topayable ~~not~~was ~~less than zero~~$1,187. ~~The Company amortizes the discount using the effective interest method over the one-year life of the convertible promissory note.~~

~~During~~NOTE ~~the year ended December 31, 2010, the Company recorded interest expense of $2,832 payable to the holder of the convertible promissory note~~9. ~~During~~ ~~the~~STOCKHOLDERS’ year ended December 31, 2010, the Company recorded interest expense related to the accretion of the discount on the convertible promissory note of $6,839. At December 31, 2010, the carrying value of the convertible promissory note was $6,839, net of unamortized discount of $33,161. At December 31, 2010, accrued interest related to the convertible promissory note was $2,832.DEFICIT

~~Notes~~Shares ~~Payable and Convertible Note Payable – Long Term~~Authorized

The Company’s ~~had~~authorized ~~arranged~~capital consists ~~with~~of ~~Mr. Harmel S. Rayat~~1, ~~former Chief Financial Officer~~000,000 ~~Director,~~shares ~~and majority shareholder~~ of ~~the~~preferred ~~Company~~stock, apar ~~loan~~value ~~amount up to~~ $~~2,500,000 that may be drawn down on an “as needed basis” at a rate of prime plus 3%~~0. ~~Effective September 15~~25, ~~2008, Mr. Rayat~~ and ~~the Company terminated this loan agreement. At December 31~~2, ~~2009~~000, ~~the Company had an unsecured promissory note pursuant to this loan agreement in the amount of $750~~000,000 ~~payable~~shares toof ~~Mr.~~common ~~Rayat~~stock, ~~which~~par ~~was~~value ~~due on March 8, 2006 and bore interest at an annual rate~~ of 8$0.5%00001. At As of December 31, ~~2009~~2011, ~~accrued~~there ~~interest~~were onzero ~~the~~shares ~~$750,000~~of ~~remaining~~preferred ~~promissory~~stock ~~note~~issued ~~was~~and ~~$307,223~~outstanding and ~~was~~85,030,982 ~~included~~shares inof ~~interest~~common ~~payable. The~~stock issued ~~entire principal~~ and ~~accrued interest was due and payable on demand~~outstanding.

OnCommon March 1, 2010, Mr. Rayat agreed to convert the then outstanding balance of the note payable ($750,000) and accrued and unpaid interest ($317,527) thereon to a fixed three (3) year term convertible note, totaling $1,067,527 (the “Rayat Convertible Note”). The Rayat Convertible Note bears interest at the rate of 8.5% per annum, which interest is accrued and payable on the maturity date of the Rayat Convertible Note. As long as the Rayat Convertible Note remains outstanding and not fully paid, Mr. Rayat has the right, but not the obligation, to convert all or any portion of the aggregate outstanding principal amount of the Rayat Convertible Note, together with all or any portion of the accrued and unpaid interest into that number of shares, subject to certain terms and conditions, of the Company’s common stock equal to the amount of the converted indebtedness divided by $0.01 per share. In the event of default, as defined in the Convertible Promissory Note agreement, the annual interest rate increases to 10% and is due on demand. The Company may, in its discretion, redeem the Rayat Convertible Note at any time prior to the maturity date of the Rayat Convertible Note. Certain events of default will result in all sums of principal and interest then remaining unpaid immediately due and payable, upon demand of Mr. Rayat.Stock

~~Since~~BluFlow ~~the~~was ~~book~~incorporated ~~value~~on ofOctober ~~the Rayat Convertible Note ($1~~14,~~067~~ 2010,~~527)~~ ~~divided~~with by the ~~number~~issuance of 60,000,000 shares of common stock at $0.00033 per share to ~~which~~two ~~the~~investors ~~debt~~and ~~can~~the beissuance ~~converted~~of ~~(106~~300,~~752,700)~~000 Units isat $0.01033 per ~~share,~~Unit ~~which~~to ~~was~~one ~~less~~investor ~~than~~for ~~the~~total ~~fair~~proceeds ~~value~~of $30,000. A Unit equals one share of ~~the~~common stock atand ~~the~~a ~~time~~Series ~~the~~C Warrants ~~debt~~to ~~was~~purchase ~~issued~~one-half ~~($0.03~~share ~~per~~of ~~share),~~common ~~there~~stock ~~was~~at aan ~~beneficial~~exercise ~~conversion~~price ~~feature~~of $0. ~~The~~16 ~~beneficial~~per ~~conversion~~share, ~~feature~~with ~~was~~an ~~recorded~~exercise asperiod acommencing January ~~discount~~1, ~~against~~2011 ~~the~~and ~~Rayat~~expiring ~~Convertible~~on ~~Note~~December 31, ~~which~~2012. ~~reduced~~The ~~the~~portion ~~book value~~ of the ~~Rayat~~Unit ~~Convertible~~proceeds ~~Note~~allocated to ~~not~~common ~~less~~stock ~~than~~and ~~zero. The~~warrants ~~Company~~was $8,308 ~~amortizes~~and ~~the~~$1,692, ~~discount~~respectively, ~~using~~and ~~the~~was ~~effective~~determined ~~interest~~using ~~method over~~ the ~~three~~Black-~~year~~Scholes ~~life~~model ofas ~~the~~described ~~Rayat Convertible Note~~below.

~~During~~From ~~the~~November ~~years~~2010 ~~ended~~through ~~December~~May 312011, ~~2010~~we conducted ~~and~~a ~~2009,~~private ~~the~~placement ~~Company~~of ~~recorded~~up ~~interest~~to ~~expense~~60,000,000 units of ~~$86,129~~its ~~and~~securities ~~$63,750,~~at ~~respectively,~~a ~~payable~~price toof Mr$0.033 ~~Rayat~~per ~~related~~unit. toEach ~~the~~unit ~~original~~consisted ~~$750,000~~of one ~~note~~share ~~payable~~of ~~and~~common ~~the~~stock, ~~Rayat~~$0.00001 ~~Convertible~~par ~~Note. During~~value ~~the~~per ~~year~~share ~~ended~~and ~~December~~one-half ~~31,~~of ~~2010,~~one ~~the~~Series ~~Company~~C ~~recorded~~Warrant. ~~interest~~Each ~~expense~~Series ~~related~~C toWarrant entitled the holder ~~accretion~~to purchase one additional share of ~~the~~common ~~discount~~stock onat ~~the~~a ~~Rayat~~an ~~Convertible~~exercise ~~Note~~price of $460. At16 per share, expiring on December 31, ~~2010,~~2012. As of the ~~carrying~~termination ~~value~~date of the ~~Rayat~~Offering, ~~Convertible~~we ~~Note~~sold ~~was $46~~8,865,000 ~~net~~units offor ~~unamortized~~gross ~~discount~~receipts of $1295,~~067,481~~500. AtThe ~~December~~Company 31issued 8,865,000 shares ~~2010~~of its common stock and Series C Warrants to purchase up to 4,432,500 ~~accrued~~shares ~~interest~~of ~~related~~common stock at an exercise price of $0.16 per share to the ~~Rayat~~investors ~~Convertible~~having ~~Note~~subscribed for the units. The portion of the proceeds allocated to common stock and warrants was $75194,~~824~~460 and $101,040, respectively, and was determined using the Black-Scholes model as described below.

32On December 15, 2011, we completed a subscription agreement for the sale of 1,500,000 shares of common stock at $0.033 per share for total proceeds of $50,000. This offering was exempt from registration pursuant to the provisions of Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Regulation D as promulgated by the SEC under the 1933 Act.

~~Note 13. 2010 Offering~~Warrants

OnAs ~~May~~part 4,of ~~2010,~~ the ~~Company’s~~private ~~registration~~placement ~~statement~~discussed onabove, ~~Form~~BluFlow ~~S-1~~issued a ~~(the~~total ~~“Registration~~of ~~Statement”)~~4,582,500 ~~was~~Series ~~declared~~C ~~effective~~Common byStock ~~the~~Purchase ~~United~~Warrants. ~~States~~On ~~Securities~~December ~~and~~29, ~~Exchange Commission~~2011, ~~and~~ the ~~Company~~date ~~commenced~~of ~~its self directed public offering (~~the ~~“2010 Offering”) in accordance with the Prospectus dated May 4~~merger, ~~2010~~Ceres ~~and~~Ventures ~~included~~had warrants inoutstanding ~~the Registration Statement, of up~~ to apurchase ~~maximum of 200~~400,000~~,000~~ ~~units~~shares ~~(the "Units")~~ of ~~its~~common ~~securities~~stock at aan exercise price of $01.0150 per ~~Unit~~share. ~~Each~~ ~~Unit~~The ~~consists~~Ceres ~~of:~~Ventures’ warrants expire on May 19, 2012.

~~· one (1) share of the Company’s common stock, $0.00001 par value per share; and,~~29

·The ~~one-half~~table ofbelow ~~one~~summarizes ~~Series~~the BCompany’s warrant ~~Warrant~~activities ~~(collectively,~~through ~~the~~December ~~“Series~~31, ~~B Warrants”).~~2011:

Each full Series B Warrant entitles the holder to purchase one additional share of the Company’s common stock at an exercise price of $0.03 per share, expiring two (2) years from the date of issuance of the Series B Warrants.

	Number of Warrants		Weighted Average Exercise Price per Share
Outstanding at December 31, 2009		-	$	-
Granted		150,000	$	0.16
Outstanding at December 31, 2010		150,000	$	0.16
Granted		4,432,500	$	0.16
Effect of reverse merger		400,000		1.50
Outstanding at December 31, 2011		4,982,500	$	0.27

The ~~2010~~Company ~~Offering~~estimated ~~was~~the afair ~~direct~~value ~~public~~of the ~~offering~~warrants byon the ~~Company,~~date ~~without~~of ~~any~~grant ~~involvement~~using ofthe ~~underwriters~~Black-Scholes ~~or broker~~option-~~dealers. The~~pricing ~~2010~~model ~~Offering~~with ~~terminated~~the onfollowing ~~October~~weighted-average ~~31, 2010~~assumptions:

As of the termination date of the 2010 Offering, the Company sold 40,000,000 Units (all on May 19, 2010) for gross receipts of $400,000 pursuant to the terms of the 2010 Offering. Accordingly, the Company issued 40,000,000 shares of its common stock and Series B Warrants to purchase up to 20,000,000 shares of common stock at an exercise price of $0.03 per share to the investors having subscribed for the 40,000,000 Units.

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

At* ~~the~~As ~~time~~a ofnewly ~~grant,~~formed ~~the~~entity ~~fair~~it is ~~value~~not ofpracticable ~~the~~for ~~Series~~it Bto ~~Warrants~~estimate asthe ~~calculated~~expected ~~using~~volatility ~~the~~of ~~Black-Scholes~~its ~~model~~share ~~was~~price. ~~$607,995~~The ~~using~~Company ~~the~~selected ~~following~~two ~~assumptions: dividend~~(2) ~~yield~~comparable ofpublic companies ~~0%,~~listed ~~expected~~on ~~volatility~~NYSE ofAmex ~~152.5%,~~or ~~risk-free~~NASDAQ ~~interest~~Capital ~~rate~~Market ofengaged ~~0.8%,~~in ~~and~~similar ~~expected~~activities ~~term~~to ofcalculate ~~two~~the ~~years~~expected volatility. The Company ~~portion~~calculated of the ~~proceeds~~comparable ~~from~~companies’ historical volatility over the ~~2010~~expected ~~Offering allocated~~life toand ~~the~~averaged ~~Series~~them Bas ~~Warrants was~~its ~~$110,144~~expected volatility.

~~Note~~NOTE 1410. ~~Stock~~ ~~Options~~SHARED BASED COMPENSATION

OnAs ~~July~~of ~~12,~~December ~~2001~~31, ~~the Company approved its 2001 Stock Option Plan (the “2001 Plan”)~~2011, ~~which~~we ~~has~~had ~~10,000,000 shares reserved for issuance thereunder, all of which were registered under Form S~~share-~~8 on October 2~~based compensation, ~~2003. On July 25, 2005, the Company approved its 2005 Stock Option Plan (the “2005 Plan”),~~ which ~~has~~includes ~~15,000,000~~both ~~shares~~stock ~~reserved~~options ~~for issuance thereunder. The 2001 Plan~~ and ~~2005~~restricted ~~Plan~~stock ~~provide~~awarded ~~shares available for options granted~~ to employees, directors and ~~others.~~consultants ~~The~~that ~~options~~were either ~~granted~~performance torelated ~~employees under the Company’s option plans generally vest over two to five years~~ or asgranted ~~otherwise~~upon ~~determined~~initial ~~by the plan administrator~~employment. ~~Options to purchase shares expire no later than ten years after the date of grant.~~

~~The~~Incentive Company measures all stock-based compensation awards using a fair value method on the date of grant and recognizes such expense in its consolidated financial statements over the requisite service period. The grant date fair value of stock options is based on the price of a share of the Company’s common stock on the date of grant. In determining grant date fair value of stock options, the Company uses the Black-Scholes option pricing model which requires management to make assumptions regarding the option lives, expected volatility, and risk free interest rates all of which impact the fair value of the option and, ultimately, the expense that will be recognized over the life of the option.Plan

~~The~~On ~~risk-free~~December ~~interest~~29, ~~rate~~2011, isthe ~~based~~Company on approved the ~~U.S.~~2011 ~~Treasury~~Long ~~yield~~Term ~~curve~~Stock inIncentive ~~effect~~Plan at (the ~~time~~“2011 ofPlan”), ~~grant~~pursuant ~~for~~to awhich ~~bond with a similar term. The Company does not anticipate declaring dividends in~~ the ~~foreseeable~~Board ~~future. Volatility~~ is ~~calculated~~authorized ~~based~~to ongrant ~~the~~up ~~historical~~to 10,000,000 ~~weekly~~shares ~~closing stock prices for the same period as the expected life~~ of the ~~option. The~~ Company’s ~~uses~~common ~~the “simplified” method for determining the expected term of its “plain vanilla”~~ stock, ~~options. The~~which ~~Company~~have ~~recognizes~~been ~~compensation~~reserved ~~expense~~ for ~~only~~issuance. ~~the~~The ~~portion~~2011 ofPlan ~~stock~~has ~~options~~not ~~that~~yet ~~are~~been ~~expected~~approved by ~~to vest. Therefore,~~ the Company’s ~~applies an estimated forfeiture rate that is derived from historical employee termination data and adjusted for expected future employee turnover rates~~stockholders.

AIn ~~summary~~accordance with the 2011 Plan, shares issued may be either authorized but unissued shares, treasury shares or any combination of these shares. Additionally, the ~~Company’s~~2011 Plan permits the reuse or reissuance of shares of common stock ~~option~~which ~~activity~~were ~~for~~canceled, expired, forfeited or, in the ~~years~~case ~~ended~~of ~~December~~stock appreciation 31rights ("SARs"), ~~2010~~paid out in the form of cash. Awards include non-qualified and incentive ~~2009~~stock options, stock appreciation rights, restricted stock, other stock-based awards, and ~~related~~performance-based ~~information~~compensation awards, ~~follows:~~any or all of which may be subject to time-based or performance-based vesting requirements. The compensation committee has the discretionary authority to determine the type, vesting requirements, and size of an award with a maximum of 2,000,000 shares to be granted to any participate in any plan year. As of December 31, 2011, 9,370,000 shares remain available for issuance pursuant to the 2011 Plan.

3330

						Remaining		Aggregate
				Weighted Average		Contractual		Intrinsic
	Number of Options			Exercise Price		Term		Value
Outstanding at December 31, 2009		2,000,000		$	0.52
Grants		4,800,000			0.04
Forfeitures		(6,600,000	)		0.19
Expirations		(200,000	)		0.04
Outstanding at December 31, 2010		-		$	-		-	$	-
Exercisable at December 31, 2010		-		$	-		-	$	-
Available for grant at December 31, 2010		22,250,000

Stock Options

~~The~~On ~~aggregate~~June ~~intrinsic~~10, ~~value~~2011, in the ~~table~~Company ~~above~~granted ~~represents the total pretax intrinsic value for all “in-the-money”~~ options to ~~(i.e.~~purchase ~~the~~180,000 ~~difference~~shares ~~between~~of the Company’s ~~closing~~common stock ~~price~~to oneach ~~the~~of ~~last~~two ~~trading~~individuals ~~day~~at ofan ~~its~~exercise ~~fourth~~price ~~quarter~~ of ~~its~~$0.033 ~~fiscal~~per ~~year~~share. On ~~2010~~June ~~and~~10, 2011, the ~~exercise~~Company ~~price,~~granted ~~multiplied~~options byto ~~the~~purchase ~~number~~180,000 shares of ~~shares)~~the ~~that~~Company’s ~~would~~common ~~have~~stock ~~been~~to ~~received~~each byof ~~the~~three ~~option~~(3) individuals ~~holders~~at ~~had~~an ~~all~~exercise ~~option~~price ~~holders~~of ~~exercised~~$0.037 ~~their~~per share. The options granted on ~~December~~June 3110, ~~2010.~~2011 ~~The~~vest ~~intrinsic~~as ~~value~~follows: ofone-third ~~the~~vested ~~options~~on grant ~~changes~~date, ~~based~~one-third onvesting ~~the~~one ~~fair~~year ~~market~~from ~~value~~grant ofdate, and the ~~Company’s~~final ~~common~~one-third ~~stock~~vesting two years from grant date.

~~Stock~~On ~~Option~~November ~~Grants~~10, ~~Forfeitures~~2011, in connection with the resignation of one of the Company’s directors, Arturo Keller, management canceled 180,000 stock options granted to him on June 10, 2011 in accordance with the Long Term Incentive Plan, and ~~Expirations~~awarded him 150,000 shares of restricted common stock. The fair value of the options exchanged, calculated using the Black-Scholes valuation model, was $3,370 immediately prior to the exchange and the fair value of the new awards was calculated at $5,000. Therefore, the $1,630 incremental value of the new award over the exchanged options and the $2,184 of unrecognized compensation expense for the original award, or $3,814, was recognized immediately.

On ~~May~~November 3114, ~~2010~~2011, ~~Dr.~~the ~~James~~Company ~~Lynch~~entered into ~~tendered~~option ~~his~~exchange ~~resignation~~agreements aswith athree ~~Director~~of ~~and as~~ the ~~President~~five ~~and~~individuals ~~Chief~~granted ~~Executive~~stock ~~Officer~~options ofon ~~the~~June ~~Company~~10, ~~effective~~2011 ~~May~~whereby ~~31,~~the ~~2010.~~stock ~~The~~options were ~~resignation~~exchanged ~~constituted~~for a ~~termination~~lesser number of ~~the~~shares ~~employment~~of ~~agreement~~restricted ~~between~~common Drstock. ~~Lynch~~The ~~and~~restricted ~~the~~stock ~~Company~~was ~~dated~~granted ~~March~~with ~~15, 2010 (~~the ~~“Lynch~~same ~~Employment~~vesting terms ~~Agreement”). None~~as of the ~~4,000,000~~ stock options ~~previously~~which ~~granted~~is toone-third ~~Dr.~~vesting ~~Lynch~~ on ~~March~~grant 15date, ~~2010,~~one-third ~~pursuant~~vesting toone ~~the~~year ~~Lynch~~from ~~Employment~~grant ~~Agreement~~date, ~~had vested~~ and the ~~options~~final one-third ~~have~~vesting ~~been~~two ~~forfeited~~years from grant date. ~~Accordingly,~~ ~~during~~As ~~the~~a ~~year~~result ~~ended~~of ~~December~~this 31agreement, ~~2010~~540,000 ~~the~~stock ~~Company~~options ~~recorded~~were ~~stock~~cancelled ~~compensation~~and ~~of $6~~405,~~310~~000 ~~for the amortization~~ shares of ~~the~~restricted ~~fair~~common ~~value of the~~ stock ~~option~~were ~~granted~~issued towith ~~Dr. Lynch and~~ a ~~reversal~~vesting ofschedule ~~stock~~as ~~compensation~~follows: ~~expense~~one-third ofvesting $6immediately,~~310~~ ~~for~~one-third ~~the~~vesting ~~same~~on each ~~stock~~June ~~option~~10, ~~for~~2012 aand ~~net $0 impact to the consolidated financial statements during the year ended December 31, 2010~~2013.

OnThe ~~June~~fair 1,value ~~2010, Mr. Gary Branning tendered his resignation as a Director~~ of the ~~Company~~options ~~effective~~exchanged, calculated asusing ofthe ~~that~~Black-Scholes ~~date.~~valuation ~~None~~model, ofwas ~~the 200~~$10,~~000~~230 ~~stock~~immediately ~~options~~prior ~~previously granted~~ to ~~Mr.~~the ~~Branning~~exchange ~~on March 15, 2010 had vested~~ and the ~~options~~fair ~~have~~value ~~been~~of ~~forfeited. Accordingly, during~~ the ~~year~~new awards ~~ended~~was ~~December~~calculated 31at $13,500. ~~2010~~Therefore, the ~~Company recorded stock compensation of~~ $~~153~~3,270 ~~for~~incremental ~~the~~value ~~amortization~~ of the ~~fair~~new ~~value~~awards ofover the ~~stock~~exchanged ~~option~~options ~~granted to Mr. Branning~~ and athe $6,895 ~~reversal~~ of ~~stock~~unrecognized compensation expense ~~of $153~~ for the ~~same~~original ~~stock~~award, ~~option~~or ~~for a net~~ $010,165, ~~impact~~will tobe ~~the~~amortized ~~consolidated~~on ~~financial~~a ~~statements~~straight ~~during~~line basis, over the ~~year~~remaining ~~ended~~vesting ~~December 31, 2010~~period.

On ~~June~~November 1714, ~~2010~~2011, ~~Mr. Raymond Krauss tendered his resignation as a Director and as~~ the ~~Chief~~stock ~~Financial~~options for ~~Officer, Secretary and Treasurer of~~ the ~~Company~~fifth ~~effective~~individual asissued ~~of that date. None of the 200,000~~ stock ~~options previously granted to Mr. Krauss~~ on ~~March~~June 1510, ~~2010~~2011 ~~had~~were ~~vested and the options have been forfeited~~cancelled. ~~Accordingly,~~ ~~during~~As ~~the~~no ~~year~~replacement ~~ended~~award ~~December~~was 31granted, ~~2010,~~all ~~the~~remaining ~~Company recorded stock~~ unamortized compensation ofexpense ~~$153~~was ~~for~~recognized ~~the~~immediately ~~amortization~~in of the ~~fair~~amount ~~value~~ of ~~the stock option granted to Mr. Krauss and a reversal of stock compensation expense of~~ $~~153 for the same stock option for a net $0 impact to the consolidated financial statements during the year ended December 31~~2, ~~2010~~623.

OnThe ~~March~~table ~~15,~~below ~~2010,~~summarizes ~~Mr. Greg Wujek tendered his resignation as~~ the Company’s President and Chief Executive Officer effective as of that date. Simultaneously with his resignation as the Company’s President and Chief Executive Officer the employment agreement between the Company and Mr. Wujek was terminated and all of the 2,000,000 stock ~~options~~option ~~previously~~activities ~~granted~~through ~~to Mr. Wujek, none of which had vested, were forfeited. Accordingly, during the year ended~~ December 31, ~~2010, the Company recorded a reversal of stock compensation expense previously recorded for the fair value of Mr. Wujek’s stock options of $2,667,500, which is included in wages and benefits.~~2011:

	Number of Options			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at December 31, 2010		-
Granted		1,260,000		$	0.050			$	-
Exercised		-
Cancelled or expired		(900,000	)
Outstanding at December 31, 2011		360,000		$	0.083		9.52	$	-

Exercisable at December 31, 2011		120,000		$	0.083		9.52	$	-

OnThe ~~June~~Company ~~17,~~estimated ~~2010, Mr. Greg Wujek tendered his resignation as a Director of~~ the ~~Company~~fair ~~effective~~value as of ~~that date. Of~~ the ~~400,000~~ stock options ~~previously granted to Mr. Wujek~~ on ~~March 15, 2010, 200,000 had vested and were exercisable through September 19, 2010. All 400,000 stock options granted to Mr. Wujek on March 15, 2010 expired unexercised. During~~ the ~~year~~date ~~ended December 31, 2010, the Company recorded stock compensation~~ of ~~$6,152~~grant ~~for~~using the ~~amortization~~Black-Scholes ~~of the 400,000 stock options granted to Mr. Wujek and a reversal of stock compensation expense of $152 for the same stock~~ option-pricing ~~for~~model awith ~~net $6,000 recorded as stock compensation expense during~~ the ~~year~~following ~~ended~~weighted-average ~~December 31, 2010.~~assumptions:

~~The weighted average grant date fair value of the 4,800,000 stock options granted during the fiscal year ended December~~ 31, 2010 was estimated at $0.04 each, for a total of $184,000, using the Black-Scholes option pricing model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 114.74%, risk-free interest rate of 3.15%, and expected life of 7.4 years.

During the year ended December 31, 2010, stock-based compensation expense of $12,768 was recorded for stock options previously granted and vesting over time, offset by the reversal of stock-based compensation of $2,674,268 recorded for unvested stock options that were forfeited during the same time. Of the net stock-based compensation income of $2,661,500 recorded during the year ended December 31, 2010, stock-based compensation expense of $6,000 is included in director and management fees – related party and stock-based compensation income of $2,667,500 is included in wages and benefits. As of December 31, 2010, the Company did not have any unrecognized compensation cost related to unvested stock options and there were no stock options issued and outstanding.

	Stock Options
	Granted 6/10/2011	Granted 7/7/2011
Weighted average fair value of awards	$0.077	$0.027
Black-Scholes option pricing model assumptions:
Risk-free interest rate	0.41%	0.18%
Expected term (in years)	2.0	.25 - 1.82
Expected volatility (*)	171.05%	139.57%
Dividend per share	$0	$0

* As a newly formed nonpublic entity it is not practicable for it to estimate the expected volatility of its share price. The Company ~~did~~selected ~~not~~two ~~recognize~~(2) ~~any~~comparable public ~~stock-based~~companies ~~compensation~~listed ~~expense~~on ~~during~~NYSE Amex or NASDAQ Capital Market engaged in similar activities to calculate the ~~year~~expected ~~ended~~volatility. The ~~December~~Company ~~31,~~calculated ~~2009~~the comparable companies’ historical volatility over the expected life and averaged them as its expected volatility.

~~The~~We ~~Company~~recorded ~~does~~$399 ~~not~~and ~~repurchase~~$nil ~~shares~~in tostock ~~fulfill~~option compensation expense for the ~~requirements~~years ofended ~~stock~~December ~~options~~31, ~~that~~2011, ~~are~~and ~~exercised~~2010, respectively, in research and development expenses. ~~Further~~An estimated $2,804 ~~the~~will ~~Company~~be ~~issues~~expensed ~~new~~over ~~shares~~the ~~when~~remaining ~~stock~~vesting ~~options~~period ~~are~~of ~~exercised~~1 year.

~~Note~~Restricted ~~15. Warrants~~Stock

~~Series~~The Btable ~~Warrants~~below summarizes the Company’s restricted stock activities through December 31, 2011:

On May 4, 2010, the Company commenced its 2010 Offering of up to a maximum of 200,000,000 Units of its securities at a price of $0.01 per Unit. Please refer to “Note 13. 2010 Offering.” Each Unit consists of:

	Number of Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2010		-
Granted		555,000		$	0.033
Vested		(285,000	)		0.033
Cancelled or expired		-
Nonvested at December 31, 2011		270,000		$	0.033

·We ~~one~~recorded ~~(1)~~$17,710 ~~share~~and of$nil in restricted stock compensation expense for the ~~Company’s~~years ~~common~~ended ~~stock~~December 31, ~~$0.00001~~2011, ~~par~~and ~~value~~for ~~per~~the ~~share;~~period ~~and~~from October 14, 2010 (inception) through December 31, 2010, respectively. An estimated $9,399 will be expensed over the remaining vesting period of 1.44 years.

·NOTE ~~one-half~~11. ofRELATED ~~one~~PARTY ~~Series B Warrant.~~TRANSACTIONS

~~Each~~Legal full Series B Warrant entitles the holder to purchase one additional share of the Company’s common stock at an exercise price of $0.03 per share, expiring two (2) years from the date of issuance of the Series B Warrants.Services

The ~~2010~~Company ~~Offering~~ was aprovided ~~direct~~legal ~~public~~services by ~~offering~~a company owned by ~~the~~a director. The Company recorded $160,100 ~~without~~and ~~any~~$43,925 ~~involvement~~for ofthese ~~underwriters~~services orfor ~~broker-dealers. The~~the ~~2010~~year ~~Offering~~ended ~~terminated~~December on31, 2011 and the period from October 14, 2010 (inception) through December 31, 2010, respectively.

AsOffice of the termination date of the 2010 Offering, the Company sold 40,000,000 Units (all on May 19, 2010) for gross receipts of $400,000 pursuant to the terms of the 2010 Offering. Accordingly, the Company issued 40,000,000 shares of its common stock and Series B Warrants to purchase up to 20,000,000 shares of common stock at an exercise price of $0.03 per share to the investors having subscribed for the 40,000,000 Units.Space

AtThe ~~the~~Company ~~time~~has ofbeen ~~grant,~~provided ~~the~~office ~~fair~~space at ~~value~~no ofcost ~~the~~by ~~Series~~an Bentity ~~Warrants~~under ascommon ~~calculated~~control ~~using~~of ~~the~~a ~~Black-Scholes~~director ~~model~~of ~~was~~the ~~$607~~Company,~~995~~ ~~using~~which holds a formal lease to the ~~following~~premises. ~~assumptions: dividend~~No ~~yield~~formal lease ofexists ~~0%,~~with ~~expected~~the ~~volatility~~Company ofand ~~152.5%,~~the ~~risk-free~~director ~~interest~~may ~~rate~~choose ofto ~~0.8%,~~cease ~~and~~providing ~~expected~~the ~~term~~Company ofwith ~~two~~office ~~years~~space at any time. The ~~portion~~management determined ofthat ~~the~~such ~~proceeds~~cost ~~from~~is ~~the~~nominal ~~2010~~and ~~Offering allocated~~did tonot ~~the~~recognize ~~Series~~rent Bexpense ~~Warrants was~~in ~~$110,144~~its financial statements.

3532

~~Class~~NOTE A12. ~~Warrants~~COMMITMENTS

OnConsulting September 25, 2007, PhytoMedical completed a $3,205,000 private placement (the “2007 Private Placement”), for which Palladium Capital, LLC (“Palladium"), acted as the exclusive placement agent. The 2007 Private Placement consisted of the sale of 10,683,331 units (the "Units") at a price of $0.30 per Unit (the "Unit Issue Price") or $3,205,000 in the aggregate. The Units were offered and sold to 13 accredited investors (the “Investors”) as defined in Regulation D as promulgated under the Securities Act of 1933, as amended. Each Unit consisted of one share of common stock and one Class A warrant (“Class A Warrant”) at an exercise price of $0.40 per share, expiring September 25, 2010. The Company issued 10,683,331 Class A Warrants pursuant to the terms of the 2007 Private Placement and 213,750 to the agent as commission (under the same terms), for a total of 10,897,081 Class A Warrants.Agreements

~~The~~On ~~terms~~January of1, 2011, the ~~Class~~Company Aentered into ~~Warrants~~an ~~that~~At-Will ~~were~~Consulting ~~issued~~Agreement ~~pursuant~~with toits ~~the~~President ~~2007~~and ~~Private~~Chief ~~Placement~~executive ~~contained~~officer awhich ~~provision~~requires ~~such~~ that ~~upon~~he ~~subsequent~~be ~~equity~~paid ~~sales~~an annual salary of ~~common~~$100,000. ~~stock~~On orJuly ~~common~~1, ~~stock~~2011, ~~equivalents~~the atannual ansalary ~~effective~~to ~~price~~be ~~per~~paid ~~share~~was ~~(the~~amended ~~“Base~~to ~~Share Price”) less than the~~ $0120,000.40 ~~exercise~~The ~~price~~agreement ~~per~~is ~~share~~at ofwill ~~the~~and ~~Class~~can Abe ~~Warrants~~terminated by ~~then~~either ~~the~~party, ~~exercise~~at ~~price~~any oftime, ~~the~~with ~~Class~~or Awithout ~~Warrants~~cause, ~~would~~by ~~have~~providing ~~been~~written ~~reduced~~notice. toThe officer has the ~~Base~~right, ~~Share~~but ~~Price~~is ~~and~~not ~~the~~obligated, to ~~number~~convert ofall ~~Class~~compensation Aowed ~~Warrants~~into ~~would~~the ~~have~~Company’s ~~been~~common ~~increased~~stock ~~such~~at ~~that~~a ~~the~~price ~~aggregate~~of ~~exercise~~$0.01 ~~price~~per ~~payable~~share, ~~after~~adjusted ~~taking~~for ~~into~~any ~~account~~increase or ~~the~~ decrease in the ~~exercise~~number ~~price~~of ~~would~~issued ~~have~~shares ~~been~~of ~~equal~~stock toof the ~~aggregate~~Company ~~exercise~~resulting ~~price~~from ~~prior~~a tostock ~~such~~split, ~~adjustment~~stock ~~(“Dilutive~~dividend ~~Issuance”).~~combination, ~~The~~subdivision or ~~potential~~reclassification ~~adjustment~~of toshares. ~~the~~On ~~Class~~June A10, ~~Warrant~~2011, ~~exercise~~the ~~price~~officer ~~and~~was ~~number~~granted ofoptions ~~underlying~~to purchase 180,000 shares of the Company’s common stock ~~resulted~~at in$0.033 aper ~~settlement~~share, ~~amount~~with ~~that~~60,000 ~~did~~options ~~not~~vesting ~~equal~~immediately, ~~the~~60,000 ~~difference~~vesting ~~between~~on the ~~fair~~one ~~value~~year ofanniversary aand ~~fixed~~60,000 vesting ~~number~~on of the ~~Company’s~~2 ~~common~~year ~~stock~~anniversary. ~~and~~On aNovember ~~fixed~~14, ~~exercise price. Accordingly~~2011, the ~~Class~~180,000 Astock ~~Warrants~~options were ~~not~~exchanged ~~considered~~for ~~indexed~~135,000 toshares ~~the~~of ~~Company’s~~restricted common ~~own~~ stock ~~and~~with ~~therefore~~the ~~needed~~same tovesting ~~be accounted for as a derivative~~schedule.

AtOn June 9, 2011, the ~~time~~Company entered into an At-Will Consulting Agreement with its chief financial officer which requires that she be paid on a monthly basis of ~~grant~~$1,500 ~~the~~per month. ~~fair~~One ~~value~~third of this monthly fee is to be deferred without accruing interest until the ~~Class~~Company Ashall ~~Warrants~~effect asone ~~calculated~~or ~~using~~more financing transactions from which the ~~Black-Scholes~~Company ~~model~~receives ~~was~~net proceeds of not less than $2500,~~724,270~~000. The ~~proceeds~~officer ~~from~~was granted, at signing, options to purchase 180,000 shares of the ~~2007~~Company’s ~~Private~~common ~~Placement~~stock ~~allocated~~at to$0.033 per share, with 60,000 options vesting at signing, 60,000 vesting on the ~~Class~~one Ayear ~~Warrants~~anniversary and 60,000 vesting on the 2 year anniversary. On November 14, 2011, the 180,000 stock options were $1exchanged for 135,~~198~~000 shares of restricted common stock with the same vesting schedule. The agreement is at will and can be terminated by either party,~~679~~ at any time, with or without cause, by providing written notice.

~~Class~~Note A13 ~~Warrant~~– ~~Liability~~INCOME ~~and Securities Exchange Agreement~~TAXES

OnDeferred ~~January~~income 1,taxes ~~2009,~~reflect the ~~Company~~net ~~adopted~~tax effects ~~guidance which is now part~~ of ~~ASC~~temporary ~~815-40,~~differences ~~Contracts~~between inthe ~~Entity’s~~carrying ~~Own~~amounts ~~Equity~~of ~~(ASC~~assets ~~815-40). The~~and ~~Company~~liabilities ~~determined~~for ~~that~~financial ~~its~~reporting ~~Class~~purposes Aand ~~Warrants~~the amounts ~~contained~~used afor ~~Dilutive~~income ~~Issuance~~tax ~~provision~~purposes. As aSignificant ~~result,~~components of the Company’s ~~reclassified~~deferred ~~10,897,081~~tax ofassets ~~its~~at ~~Class~~December ~~A Warrants to warrant liability~~31, ~~under~~2011 ~~long-term~~and 2010 ~~liabilities,~~are ~~resulting in a cumulative adjustment to accumulated deficit~~ as ~~of January 1, 2009 of $1,174,576.~~follows:

The Company’s Class A Warrants were considered derivative financial instruments and were therefore required to be adjusted to fair value each quarter. Fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company used a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

	2011			2010
Deferred tax assets:
Net operating loss carryforwards	$	7,254,627		$	17,290
Capitalized research and development		328,447			-
Stock based compensation		6,157			-
Accrued interest		136,454			-
Research and development credit carry forward		63,738			-
Other		85			-
Total deferred tax assets		7,789,508			17,290

Less: valuation allowance		(7,789,508	)		(17,290	)

Net deferred tax asset	$	-		$	-

OnThe ~~September~~deferred ~~29,~~tax ~~2009,~~asset ~~the~~increased ~~Company~~during 2011 ~~consummated~~due ato ~~securities exchange agreement (“Securities Exchange Agreement”) with~~ the ~~holders~~assumption of the ~~Company’s~~deferred ~~Class~~tax Aasset ~~Warrants~~from ~~whereby~~Ceres ~~the~~Ventures ~~holders~~as ~~and~~part of the ~~Company~~reverse ~~agreed~~merger toeffective ~~exchange~~December ~~the~~29, ~~holders’~~2011. The ~~remaining~~Company ~~Class~~evaluates Aits ~~Warrants,~~valuation onallowance ~~the~~requirements ~~basis~~on ofan ~~one~~annual ~~share~~basis ~~for~~based ~~every~~on ~~ten~~projected ~~(10)~~future ~~Class~~operations. AWhen ~~Warrants~~circumstances change ~~for~~and anthis ~~aggregate~~causes ofa ~~1,089,705~~change ~~shares~~in ~~of the Company~~management’s ~~common~~judgment ~~stock~~about ~~$0.00001~~the ~~par~~realizability ~~value~~of ~~per~~deferred ~~share.~~tax ~~The~~assets, ~~exchange~~the impact of the change ~~Class~~on ~~A Warrants for common stock pursuant to~~ the ~~Securities~~valuation ~~Exchange~~allowance ~~Agreement~~is ~~resulted~~reflected in ancurrent ~~extinguishment of the warrant liability~~operations.

The fair value of the Company’s warrant liability at September 29, 2009, the effective date of the Securities Exchange Agreement, using a Black-Scholes model (Level 3 inputs) was $118,013, using the following assumptions: dividend yield of 0%, expected volatility of 156.43%, risk-free interest rate of 0.41%, and expected term of 1.0 year.33

~~The~~For ~~fair~~federal ~~value~~income oftax ~~the 1~~purposes,~~089,705~~ ~~shares~~the ofCompany has ~~common~~net ~~stock~~U.S. ~~issued~~operating toloss ~~settle~~carry ~~the~~forwards ~~warrant~~at ~~liability~~December ~~was $65~~31,~~382,~~ ~~based~~2011 onavailable ~~the~~to ~~closing~~offset ~~price~~future offederal ~~the~~taxable ~~Company’s~~income, ~~common~~if ~~stock~~any, of $~~0.06~~21,337,138, which ~~per~~will ~~share~~fully onexpire ~~September~~by ~~29,~~the ~~2009~~fiscal asyear ~~quoted~~ended onDecember ~~the~~31, ~~Over~~2031. ~~the~~Accordingly, ~~Counter~~there ~~Bulletin~~is ~~Board. The~~no ~~Company~~current ~~recorded~~tax aexpense ~~gain~~for onthe ~~extinguishment~~years ended ofDecember ~~warrant~~31, ~~liability~~2011 ofand ~~$52~~2010. In addition,~~631~~ onthe ~~September~~Company ~~29,~~has ~~2009~~research asand adevelopment ~~result~~tax ofcredit ~~the~~carry ~~excess~~forwards of ~~the~~$63,738 ~~Class~~at December A31, ~~Warrant~~2011, ~~Liability~~which ~~over~~are ~~the~~available ~~fair~~to ~~value~~offset offederal ~~the~~income ~~consideration~~taxes ~~provided~~and ~~the~~begin ~~warrant~~to ~~holders,~~expire induring the ~~form~~year ofending ~~common~~December ~~stock~~31, 2026.

36The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock and the reverse merger.

~~Prior~~The toeffects ~~the consummation~~ of ~~the~~state ~~Securities~~income ~~Exchange~~taxes ~~Agreement,~~were insignificant ~~the Company adjusted the Class A Warrants to fair value each quarter. As a result the Company recorded a non-cash loss related to the Class A Warrants of $93,910~~ for the ~~year~~years ended December 31, ~~2009~~2011 and 2010.

AsThe offollowing ~~December~~is ~~31,~~a ~~2010~~reconciliation between expected income tax benefit and actual, ~~there~~using ~~are~~the noapplicable ~~Class~~statutory Aincome ~~Warrants~~tax ~~outstanding.~~rate of 34% for the years ended December 31, 2011 and 2010:

~~Note~~The ~~16. Related~~fiscal ~~Party~~years ~~Transactions~~2008 through 201 remain open to examination by federal authorities and other jurisdictions of which the Company operates.

~~Wages~~The following is a reconciliation between expected income tax benefit and ~~benefits~~actual, using the applicable statutory income tax rate of 34% for the years ended December 31, 2011 and 2010:

During the year ended December 31, 2010, the Company incurred $101,484, net of the reversal of stock compensation of $2,667,500, as compensation for services that executive officers provided to the Company. During the year ended December 31, 2009, the Company incurred $263,052, as compensation for services that executive officers provided to the Company

				For the Period from
				October 14, 2010
	Year Ended			(Inception) through
	December 31,			December 31,
	2011			2010

Income tax benefit at statutory rate	$	194,344		$	17,290
Non-deductible fund raising costs		(5,848	)		-
Non-deductible meals and entertainment		(1,490	)		-
Change in valuation allowance		(187,006	)		(17,290	)

	$	-		$	-

~~Director~~NOTE ~~and~~14. ~~Management~~SUBSEQUENT ~~fees- related party~~EVENTS

On June 3, 2010, in order to fill vacancies created by the resignations of Dr. Lynch and Mr. Branning, the Board of Directors appointed Mr. Amit S. Dang and Mr. Jeet S. Sidhu to the Company’s Board of Directors. The ~~Board of Directors also approved the terms of an Interim Executive Services Agreement between the~~ Company ~~and~~has ~~Mr.~~evaluated ~~Dang~~all ~~(the~~events ~~“Executive~~that occurred ~~Services~~after ~~Agreement”) pursuant to which Mr. Dang was appointed~~ the ~~Company’s~~balance ~~President~~sheet ~~and~~through ~~Chief Executive Officer. On June 22, 2010, in order to fill~~ the ~~vacancy~~date ~~created~~when by the ~~resignation~~financial ofstatements ~~Mr.~~were ~~Krauss,~~issued ~~the~~for ~~Board~~possible ofadjustment ~~Directors also appointed Mr. Dang~~ to ~~serve as~~ the ~~Company’s~~financial statements ~~Interim~~or ~~Chief Financial Officer, Treasurer, and Secretary~~disclosures. ~~Mr.~~ ~~Dang~~Management ~~receives compensation~~ of ~~$5,000 per month during~~ the ~~term of the Executive Services Agreement. The Executive Services Agreement may be terminated at any time with or without cause by the~~ Company~~. During~~ ~~the~~determined ~~year~~that ~~ended~~there ~~December~~were ~~31,~~certain ~~2010,~~reportable ~~the~~subsequent ~~Company~~events ~~incurred $35,000 pursuant~~ to ~~the~~be ~~Executive~~disclosed as ~~Services Agreement which is included in director and management fees – related party.~~follows:

~~Until~~· ~~May~~On 31February 1, ~~2010~~2012, ~~non-employee~~Mr. ~~Board~~Amit ~~members~~S. ~~received~~Dang ~~$250~~resigned ~~per~~as ~~month for services rendered in the capacity of~~ a ~~Board~~ member ~~plus~~of ~~$100~~the ~~per~~Company’s Board ~~meeting~~of ~~attended~~Directors. ~~The Board approved an increase, effective June 1, 2010, in non-employee Board fees to $750 per month.~~

~~During~~· On February 13, 2012, the ~~years~~Company ~~ended~~began ~~December~~offering ~~31,~~for ~~2010~~sale ~~and~~up ~~2009~~to 15,000,000 ~~the~~units ~~Company~~of ~~incurred~~its securities on a best efforts basis no with minimum at a price of $~~9,200~~0.20 ~~and~~per unit ($63,~~800~~000,000 in ~~non-employee~~the ~~director fees~~aggregate). ~~Additionally,~~ ~~during~~Each ~~the~~unit ~~year~~consists ~~ended~~of: ~~December~~(i) ~~31,~~one ~~2010,~~share ~~the~~of ~~Company~~its ~~recorded~~common stock, ~~compensation~~$0.00001 ofpar ~~$6,000~~value per share; and (~~net~~ii) one-half of one Series D Stock Purchase Warrant. Each full Series D Warrant entitles the ~~reversal~~holder to purchase one additional share of our common stock ~~compensation~~at ~~discussed~~a inprice ~~“Note~~of 14$0.30 ~~Stock~~for ~~Options”)~~a ~~for~~period ~~stock~~commencing ~~options~~on ~~previously~~the ~~granted~~date toof ~~directors~~issuance and ~~vesting~~terminating ~~over~~on ~~time~~December 31, 2013.

~~Notes payable and convertible note payable~~34

~~The~~ITEM ~~Company had arranged with Mr~~9. ~~Harmel~~CHANGES S.IN ~~Rayat,~~AND ~~former~~DISAGREEMENTS ~~Chief~~WITH ~~Financial~~ACCOUNTANTS ~~Officer,~~ON ~~Director,~~ACCOUNTING ~~and~~AND ~~majority~~FINANCIAL shareholder of the Company, a loan amount up to $2,500,000 that may be drawn down on an “as needed basis” at a rate of prime plus 3%. Effective September 15, 2008, Mr. Rayat and the Company terminated this loan agreement. At December 31, 2009, the Company had an unsecured promissory note pursuant to this loan agreement in the amount of $750,000 payable to Mr. Rayat, which was due on March 8, 2006 and bore interest at an annual rate of 8.5%.DISCLOSURE

37None.

OnITEM ~~March 1, 2010, Mr~~9A. ~~Rayat~~CONTROLS ~~agreed~~AND to convert the then outstanding balance of the note payable ($750,000) and accrued and unpaid interest ($317,527) thereon to the Rayat Convertible Note. The Rayat Convertible Note bears interest at the rate of 8.5% per annum, which interest is accrued and payable on the maturity date of the Rayat Convertible Note. As long as the Rayat Convertible Note remains outstanding and not fully paid, Mr. Rayat has the right, but not the obligation, to convert all or any portion of the aggregate outstanding principal amount of the Rayat Convertible Note, together with all or any portion of the accrued and unpaid interest into that number of shares, subject to certain terms and conditions, of the Company’s common stock equal to the amount of the converted indebtedness divided by $0.01 per share. In the event of default, as defined in the Convertible Promissory Note agreement, the annual interest rate increases to 10% and is due on demand. The Company may, in its discretion, redeem the Rayat Convertible Note at any time prior to the maturity date of the Rayat Convertible Note. Certain events of default will result in all sums of principal and interest then remaining unpaid immediately due and payable, upon demand of Mr. Rayat.PROCEDURES

~~During~~(a) ~~the~~Evaluation ~~year ended December 31, 2010, the Company recorded interest expense~~ of ~~$86,129~~Disclosure ~~and~~Controls ~~$63,750, respectively, payable to Mr. Rayat related to the original $750,000 note payable~~ and the Rayat Convertible Note. Please refer to “Note 12. Notes Payable and Convertible Notes Payable”. At December 31, 2010, accrued interest on the Rayat Convertible Note was $75,824 and is included in interest payable.Procedures

~~All~~Under ~~related~~the ~~party~~supervision ~~transactions~~and ~~are~~with ~~recorded~~the atparticipation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the ~~exchange~~effectiveness of ~~amount~~the ~~established~~design and ~~agreed~~operation toof ~~between~~our ~~related~~disclosure ~~parties~~controls and ~~are~~procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the ~~normal~~Exchange Act, ~~course~~as of ~~business~~the end of the period covered by this annual report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2011, that our disclosure controls and procedures were effective such that the information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~Note~~(b) ~~17. Income~~Management’s ~~Taxes~~Report on Internal Control over Financial Reporting

~~Deferred~~Our ~~income~~management ~~taxes~~is ~~reflect~~responsible ~~the~~for ~~net~~establishing and ~~tax~~maintaining ~~effects~~adequate ofinternal ~~temporary~~control ~~differences~~over ~~between~~financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the ~~carrying~~supervision ~~amounts~~and with the participation of ~~assets~~our management, including our Chief Executive Officer and ~~liabilities~~Chief ~~for~~Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting ~~purposes~~based ~~and~~on the ~~amounts~~framework ~~used~~in ~~for~~Internal Control ~~income~~- ~~tax~~Integrated ~~purposes. Significant~~Framework ~~components~~issued ofby the ~~Company’s~~Committee ~~deferred~~of ~~tax~~Sponsoring ~~assets~~Organizations atof ~~December~~the 31Treadway Commission. Based on this evaluation, management ~~2010~~concluded ~~and~~that ~~2009~~our ~~are~~internal control over financial reporting was effective as ~~follows:~~of December 31, 2011.

	Year Ended
	December 31,
	2010			2009
Deferred tax assets:
Net operating loss carryforwards	$	7,067,537		$	6,869,861
Capitalized research and development		315,654			364,705
Stock based compensation		—			1,221,110
Accrued interest		136,091			104,456
Research and development credit carry forward		63,738			63,368
Other		85			85
Total deferred tax assets		7,583,105			8,623,585
Less: valuation allowance		(7,583,105	)		(8,623,585	)
Net deferred tax asset	$	—		$	—

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permanently exempts non-accelerated filers (generally issuers with a public float under $75 million) from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002.

~~The~~(c) ~~net~~Changes ~~decrease~~ in ~~the~~Internal ~~valuation~~Control ~~allowance~~over ~~for~~Financial deferred tax assets was $1,040,480 for the year ended December 31, 2010. The net increase in the valuation allowance for deferred tax assets was $226,663 for the year ended December 31, 2009. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.Reporting

~~For~~There ~~federal~~were ~~income~~no ~~tax~~changes ~~purposes,~~in ~~the~~our ~~Company~~internal ~~has~~control over ~~net~~financial ~~U.S.~~reporting ~~operating~~(as ~~loss~~defined ~~carry~~in ~~forwards~~Rules at13a-15(f) ~~December~~and ~~31,~~15d-15(f) ~~2010~~under ~~available to offset future federal taxable income, if any, of $20,786,873, which will fully expire by~~ the ~~fiscal~~Exchange ~~year~~Act) ~~ended~~that ~~December~~occurred ~~31,~~during ~~2030. Accordingly, there is no current tax expense for~~ the ~~years~~period ~~ended~~covered by ~~December~~this ~~31,~~report ~~2010~~that ~~and 2009. In addition, the Company~~ has ~~research~~materially ~~and development tax credit carry forwards of $63~~affected,~~738~~ ator ~~December~~is ~~31,~~reasonably ~~2010,~~likely ~~which are available~~ to ~~offset~~materially ~~federal~~affect, ~~income~~our ~~taxes~~internal ~~and~~control ~~begin~~over ~~to expire during the year ended December 31, 2026~~financial reporting.

38ITEM 9B. OTHER INFORMATION

~~The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock~~None.

~~The effects of state income taxes were insignificant for the years ended December 31, 2010 and 2009.~~35

~~The~~ITEM ~~following~~10. ~~is a reconciliation between expected income tax benefit and actual~~DIRECTORS, ~~using~~EXECUTIVE ~~the~~OFFICERS ~~applicable~~AND ~~statutory~~CORPORATE ~~income tax rate of 34% for the years ended December 31, 2010 and 2009:~~GOVERNANCE

	Year Ended
	December 31,
	2010			2009
Income tax (expense) benefit at statutory rate	$	(689,422	)	$	235,889
Non-deductible fund raising costs		(10,634	)		-
Non-deductible meals and entertainment		(163	)		-
Liquidation of Canadian subsidiary - permanent difference		(26,471	)		-
Expiration of vested stock options		(314,160	)		-
Change in fair value of warrant liability		-			(31,929	)
Gain on extinguishment of warrant liability		-			17,894
Research and development credit		370			4,809
Change in valuation allowance		1,040,480			(226,663	)
	$	-		$	-

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of all of our directors and executive officers for our fiscal ~~years~~year ~~2007~~ended ~~through~~December ~~2010~~31, ~~remain~~2011. ~~open~~We tohave ~~examination~~a Board comprised of four members. Each director holds office until a successor is duly elected or appointed. Executive officers serve at the discretion of the Board and are appointed by ~~federal~~the ~~authorities~~Board. Also provided herein are brief descriptions of the business experience of each of the directors and ~~other~~officers ~~jurisdictions~~during the past five years, and an indication of ~~which~~directorships held by each director in other companies subject to the ~~Company~~reporting ~~operates~~requirements under the Federal securities law.

Name	Age	Current Position With Us	Director or Officer Since
Meetesh Patel ⁽¹⁾	37	President, Chief Executive Officer and Director	December 29, 2011
Janet Bien ⁽²⁾	48	Chief Financial Officer	December 29, 2011
Amit S. Dang ⁽³⁾	30	Director; Former President and Chief Executive, Chief Financial Officer, Treasurer and Secretary	June 3, 2010
Jeet Sidhu	38	Director	June 3, 2010
Joseph Sierchio ⁽⁴⁾	62	Director	December 29, 2011

~~ITEM~~(1) 9Mr. ~~CHANGES~~Patel INwas ~~AND~~appointed the ~~DISAGREEMENTS~~President, ~~WITH~~Chief ~~ACCOUNTANTS~~Executive ONOfficer ~~ACCOUNTING~~and ~~AND~~a ~~FINANCIAL~~director ~~DISCLOSURE~~of BluFlow on October 14, 2010. Pursuant to the terms of the Reverse Merger Agreement Mr. Patel was appointed to the same positions in the Company on December 29, 2011.

~~None~~(2) Ms. Bien was appointed the Chief Financial Officer of BluFlow on June 9, 2011. Pursuant to the terms of the Reverse Merger Ms. Bien was appointed to the same positions in the Company on December 29, 2011.

~~ITEM~~(3) Mr. 9ADang was appointed the Company’s President and Chief Executive Officer on June 3, 2010, and assumed his position as our Chief Financial Officer, Treasurer and Secretary on June 22, 2010. ~~CONTROLS~~Pursuant ~~AND~~to ~~PROCEDURES~~the Reverse Merger Mr. Dang stepped down from his executive positions and remained a director of the Company. Mr. Dang resigned as a director of the Company on February 1, 2012.

(a4) ~~Evaluation~~Mr. Sierchio was appointed director of ~~Disclosure~~BluFlow ~~Controls~~on ~~and~~October ~~Procedures~~14, 2010. Pursuant to the terms of the Reverse Merger Mr. Sierchio was appointed a director of the Company on December 29, 2011.

~~Under~~Biographical the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this annual report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2010, our disclosure controls and procedures were effective such that the information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.Information

~~(b)~~Set ~~Management’s~~forth ~~Report~~below onare ~~Internal~~the ~~Control~~names ~~over~~of ~~Financial~~all ~~Reporting~~of our directors and executive officers, all positions and offices held by each person, the period during which each has served as such, and the principal occupations and employment of such persons during at least the last five years, and other director positions held currently or during the last five years:

~~Our~~Meetesh ~~management~~V. Patel. Mr. Patel is ~~responsible~~our President ~~for~~and ~~establishing~~Chief Executive Officer and ~~maintaining~~a ~~effective~~member ~~internal~~of ~~control~~our ~~over~~Board. ~~financial~~Mr. ~~reporting~~Patel earned his Juris Doctor degree from American University, Washington asCollege ~~such~~of ~~term~~Law, isWashington, ~~defined~~D.C. in ~~Exchange~~2000, ~~Act~~and ~~Rule~~a ~~13a-15(f)~~Bachelor of Arts Degree in Political Science with an emphasis on International Relations from the University of Maryland, College Park in 1997. ~~Under~~Mr. Patel is the ~~supervision~~founder and ~~with~~ the ~~participation~~senior counsel of ~~our~~the ~~management~~MVP Law Group, ~~including~~P.A., ~~our~~an innovative e-law firm that represents businesses within the United States and throughout the world. From October 2008 to August 2010, Mr. Patel served as President, Chief Executive Officer, and ~~Chief~~Director ~~Financial~~of ~~Officer~~New Energy Technologies, weInc., ~~conducted~~a anpublicly traded ~~evaluation~~company ofthat focuses on the ~~effectiveness~~research, development, and eventual commercialization of ~~our~~emerging ~~internal~~next ~~control~~generation ~~over~~alternative and ~~financial~~renewable ~~reporting~~energy ~~based~~technologies. onWhile at New Energy Technologies, Mr. Patel spearheaded the ~~framework~~development inof ~~Internal~~the ~~Control~~company’s MotionPowerTM -and ~~Integrated~~SolarWindowTM ~~Framework~~technologies. ~~issued~~New Energy’s MotionPowerTM energy harvesting systems are designed to generate sustainable electricity by capturing the ~~Committee~~excess ofkinetic ~~Sponsoring~~energy ~~Organizations~~from moving vehicles. New Energy’s SolarWindowTM technology is a first-of-its-kind ~~the~~innovation ~~Treadway~~that ~~Commission~~enables see-thru windows to generate electricity by spraying their surfaces with electricity generating coatings. ~~Based~~ onFrom ~~this~~September ~~evaluation~~2008 to August 2010, ~~management~~Mr. ~~concluded~~Patel ~~that~~also ~~our~~has ~~internal~~served ~~control~~as the ~~over~~President, ~~financial~~Chief ~~reporting~~Executive ~~was~~Officer ~~effective~~and asa director of ~~December~~Microchannel ~~31,~~Technologies ~~2010~~Corporation. Mr. Patel’s experience in managing public technology companies make him particularly qualified to be on our Board.

Janet Bien. Ms. Bien is our Chief Financial Officer. Ms. Bien earned her Bachelor of Arts in Business Administration and Finance from Washington State University in 1985 and her Accounting Degree from the University of Washington in 1989. In 1989 Ms. Bien began practicing as a Certified Public Accountant (c“CPA”) ~~Changes~~while working at Ernst & Young in both the Seattle and San Jose offices where she worked for seven years. In addition to her experience with Ernst & Young as a CPA, Ms. Bien has worked for both Arthur Anderson and Ernst & Young as a Management Consultant. Ms. Bien has 20 years of experience in finance and business process improvement. From 2001 to 2004, Ms. Bien worked at AT&T Wireless as an Internal ~~Control~~Auditor ~~over~~and ~~Financial~~Business ~~Reporting~~Process Management Consultant developing business process improvement and reporting directly to Senior Management and the Board’s Audit Committee. Since 2005, Ms. Bien has been working as an independent consultant functioning as a Controller to small public companies and preparing SEC reporting documentation.

~~There~~Amit ~~were~~S. noDang. ~~changes~~Mr. inDang is a member of our ~~internal~~Board. ~~control~~Mr. ~~over~~Dang ~~financial~~holds ~~reporting~~a ~~(as~~Bachelors ~~defined~~degree (B.B.A.) in ~~Rules~~Finance ~~13a-15~~from Wayne State University (f2003), with advanced academic studies in contract, criminal, civil, and ~~15d~~policy law; management, finance, logistics, and strategy; and audit theory; from Michigan State University (2003-152004), The University of Michigan (f2004-2006), ~~under~~and the ~~Exchange~~Institute ~~Act~~of Internal Auditors (2006-2008), ~~that~~respectively. From ~~occurred~~February ~~during~~2006 to June 2006, Mr. Dang was employed as a Business Process and Development Consultant for Sterling Solutions and Systems. From June 2006 to May 2008, Mr. Dang worked as a Risk and Performance Services Consultant at Crowe Horwath, where he specialized in identifying high-risk areas for public and private companies and helped develop and re-engineer core business processes for greater efficiency and control. From October 13, 2009 through May 11, 2010, Mr. Dang served as the ~~period~~President ~~covered~~and Chief byExecutive ~~this~~Officer ~~report~~and ~~that~~Chief ~~has~~Financial ~~materially~~Officer ~~affected~~of HepaLife Technologies, orInc. Mr. Dang is ~~reasonably~~also ~~likely~~providing executive services to ~~materially~~NDB ~~affect~~Energy, Inc. as it Chief Financial Officer and director. Since May 2008, Mr. Dang has served as the Managing Director for Infinitus Ventures, facilitating the early incubation, capital funding, and development of client companies. In addition, Mr. Dang provides consulting services to companies in the process of transitioning into alternative business ventures. In light of our ~~internal~~current circumstances, ~~control~~Mr. ~~over~~Dang’s financial ~~reporting~~and accounting background and his experience with companies transitioning to other business ventures make him particularly qualified to serve on our Board.

~~ITEM~~Jeet 9BS. ~~OTHER~~Sidhu. Mr. ~~INFORMATION~~Sidhu is a member of our Board. Mr. Sidhu graduated from the British Columbia Institute of Technology with a Diploma in Corporate Finance in 1995. From 2002 to 2008, Mr. Sidhu was Vice-President of Montgomery Asset Management Corporation, a privately held firm providing financial and management consulting services to emerging growth corporations. From 2008, Mr. Sidhu has worked as consultant providing services to various companies. Since September of 2008, Mr. Sidhu has served as a director of Janus Resources, Inc. (formerly Entheos Technologies, Inc.) an oil and gas exploration company. We believe that Mr. Sidhu’s financial background and business development experience make him particularly qualified to serve on our Board.

~~None~~Joseph Sierchio. Mr. Sierchio is a member of our Board. Mr. Sierchio earned his Juris Doctor degree at Cornell University Law School in 1974, and a Bachelor of Arts degree, with Highest Distinction in Economics, from Rutgers College at Rutgers University, in 1971. Mr. Sierchio has been engaged in the practice of law as a member of Sierchio & Company, LLP since May of 2007. Mr. Sierchio was engaged in the practice of law as a member of Sierchio Greco & Greco, LLP from January 2003 through May of 2007. Since 1975, Mr. Sierchio has continuously practiced corporate and securities law in New York City, representing and offering counsel to domestic and foreign corporations, investors, entrepreneurs, and public and private companies in the United States, Canada, United Kingdom, Germany, Italy, Switzerland, Australia, and Hong Kong. Mr. Sierchio is admitted in all New York state courts and federal courts in the Eastern, Northern, and Southern Districts of the State of New York as well as the federal Court of Appeals for the Second Circuit. Mr. Sierchio is also a member of Sierchio & Company, LLP, counsel to the Company. Mr. Sierchio is also a Director of Alliqua, Inc. (formerly HepaLife Technologies, Inc.), Janus Resources, Inc. (formerly, Entheos Technologies, Inc.), and New Energy Technologies, Inc. each of which is a public company. We believe that Mr. Sierchio’s extensive legal experience representing public and private companies makes him particularly qualified to serve on our Board.

40Family Relationships and Other Matters

~~PART~~There ~~III~~are no family relationships among or between any of our officers and directors.

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~37

~~DIRECTORS~~Legal ~~AND EXECUTIVE OFFICERS~~Proceedings

~~The~~None ~~following table sets forth the names and ages~~ of ~~all~~or ofDirectors ~~our directors and executive officers. We have a board of directors comprised of two members. Each director holds office until a successor is duly elected~~ or ~~appointed. Executive~~ officers ~~serve at the discretion of the Board of Directors and~~ are ~~appointed~~involved byin ~~the~~any ~~Board~~legal ofproceedings as ~~Directors. Also~~described ~~provided herein are brief descriptions of the business experience of each of the directors and officers during the past five years, and an indication of directorships held by each director~~ in ~~other~~Regulation ~~companies~~S-K ~~subject~~(§ ~~to the reporting requirements under the Federal securities law~~229.401(f)).

Name	Age	Position With Company	Director Since
Amit S. Dang (1)	30	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Director	June 3, 2010
Jeet S. Sidhu	38	Director	June 3, 2010

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our common stock is registered pursuant to Section 12(1g) Mr of the Securities Exchange Act of 1934. ~~Dang~~The ~~was~~officers ~~appointed~~and ~~President~~directors of the Company and ~~Chief~~beneficial ~~Executive~~owners ~~Officer~~of greater than 10% of our shares of common stock are required to file reports on ~~June~~Forms 3, ~~2010~~4 and ~~assumed~~5 ~~his~~with ~~position~~the asSEC disclosing beneficial ownership and changes in beneficial ownership. SEC rules require disclosure in our ~~Chief~~Proxy ~~Financial~~Statement ~~Officer~~and Annual Report on Form 10-K of the failure of an officer, ~~Treasurer~~director ~~and~~or ~~Secretary~~10% beneficial owner of the shares of common stock to file a Form 3, 4 or 5 on ~~June~~a 22timely basis. Based on our review of such ownership reports, ~~2010~~no officer, director or 10% beneficial owner of the Company failed to file such ownership reports on a timely basis for the year ended December 31, 2011.

~~Former~~CODE ~~Directors~~OF ~~and Officers~~ETHICS

~~Set~~We ~~forth~~have ~~below~~adopted ~~are~~a ~~the~~Code ~~names~~ of Ethics that applies to all of our ~~former~~officers, directors and ~~executive officers~~employees, ~~all~~including ~~positions~~our Chief Financial Officer and ~~offices~~Chief ~~held~~Executive byOfficer. ~~each~~The ~~person~~Code of Ethics is designed to deter wrongdoing, ~~the~~and ~~period~~to ~~during~~promote, ~~which~~among ~~each~~other ~~has~~things, ~~served~~honest asand ~~such~~ethical conduct, full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to the ~~principal~~SEC, ~~occupations~~compliance with applicable governmental laws, rules and ~~employment~~regulations, the prompt internal reporting of ~~such~~violations ~~persons~~of ~~during~~the atCode ~~least~~of Ethics, and accountability for adherence to the ~~last~~Code ~~five~~of ~~years~~Ethics.

Name	Age	Former Positions With Company	Date Assumed Position(s)	Date Resigned Position(s)
Dr. James F. Lynch (1)	49	Former President, Chief Executive Officer, and Director	March 15, 2010	May 31, 2010
Greg Wujek (2)	48	Former President, Chief Executive Officer, and Director	April 3, 2006	June 17, 2010
Gary Branning (3)	56	Former Chief Financial Officer and Director	September 13, 2006	June 1, 2010
Raymond Krauss (4)	47	Chief Financial Officer, Secretary, Treasurer, Director	October 11, 2007	June 17, 2010

CORPORATE GOVERNANCE

~~(1) Dr.~~We ~~Lynch~~have ~~was~~adopted ~~appointed~~Corporate aGovernance ~~Director~~Guidelines applicable ~~and~~ to ~~the~~our ~~position of President and Chief Executive Officer on March 15, 2010~~Board. ~~He resigned from all of his positions with us on May 31, 2010.~~

41Director Independence

~~(2)~~We ~~Mr.~~are ~~Wujek~~not ~~was~~listed ~~appointed~~on a ~~director~~major U.S. securities exchange and, therefore, are not subject to the ~~positions~~corporate governance requirements of ~~President~~any ~~and~~such ~~Chief~~exchange, ~~Executive~~including ~~Officer~~those onrelated to ~~April~~the 3,independence ~~2006~~of directors. However, at this time, after considering all of the relevant facts and circumstances, our Board has determined Mr. ~~Wujek~~Sidhu ~~resigned~~is ~~his~~independent ~~position~~from asour ~~President~~management and ~~Chief~~qualifies ~~Executive~~as ~~Officer~~an ~~effective~~“independent asdirector” under the standards of ~~March~~independence ~~15,~~of ~~2010~~the FINRA listing standards. HeWe ~~resigned~~do asnot currently have a ~~Director~~majority of independent directors as required by the FINRA listing standards. Upon our listing on ~~June~~any 17national securities exchange or any inter-dealer quotation system, ~~2010~~we will elect such independent directors as is necessary under the rules of any such securities exchange.

~~(3)~~Board ~~Mr.~~Leadership Branning was appointed a director on September 13, 2006 and to the position of Chief Financial Officer on September 5, 2008. Mr. Branning resigned as our Chief Financial Officer, effective December 11, 2008 and as one of our directors on June 1, 2010.Structure

~~(4)~~We ~~Mr.~~currently ~~Krauss~~have ~~was~~two ~~appointed~~executive aofficers and ~~Director~~three ondirectors. ~~October~~Our ~~11,~~Board ~~2007. He~~has ~~was~~reviewed ~~appointed~~the toCompany’s ~~the~~current ~~positions~~Board leadership structure — which consists of a President and Chief Executive Officer and a Chief Financial Officer and no Chairman of the Board— in light of the composition of the Board, ~~Secretary~~the ~~and~~Company’s ~~Treasurer~~size, onthe ~~December~~nature 11of the Company’s business, ~~2008~~the toregulatory ~~fill~~framework under which the ~~vacancy~~Company operates, ~~created~~the byCompany’s stockholder base, the ~~resignation~~Company’s ofpeer ~~Mr.~~group ~~Branning~~and ~~from~~other ~~these~~relevant ~~positions~~factors, and has determined that this structure is currently the most appropriate Board leadership structure for our company. HeNevertheless, ~~resigned~~the asBoard intends to carefully evaluate from ~~all~~time ofto ~~his~~time whether our Chief Executive Officer and Chairman positions ~~with~~should usbe combined based on ~~June~~what the ~~17,~~Board ~~2010~~believes is best for us and our stockholders.

~~Biographical~~Board ~~Information~~Role in Risk Oversight

~~Set~~Risk ~~forth~~is ~~below~~inherent ~~are~~in ~~the~~every ~~names~~business, ofand how ~~all~~well a business manages risk can ultimately determine its success. We face a number of ~~our~~risks, ~~directors~~including ~~and~~strategic ~~executive~~risks, ~~officers~~enterprise risks, ~~all~~financial ~~positions~~risks, and ~~offices~~regulatory ~~held~~risks. byWhile ~~each~~our ~~person,~~management ~~the~~is ~~period~~responsible ~~during~~for ~~which~~day ~~each~~to ~~has~~day ~~served~~management of various risks we face, the Board, as ~~such~~a whole, is responsible for evaluating our exposure to risk and to satisfy itself that the ~~principal~~risk ~~occupations~~management processes designed and ~~employment~~implemented ofby ~~such~~management ~~persons~~are ~~during~~adequate atand ~~least~~functioning ~~the~~as ~~last~~designed. ~~five~~The ~~years,~~Board reviews and ~~other~~discusses ~~director~~policies with ~~positions~~respect ~~held~~to ~~currently~~risk orassessment ~~during~~and risk management. The Board also has oversight responsibility with respect to the ~~last~~integrity of ~~five~~the ~~years:~~Company’s financial reporting process and systems of internal control regarding finance and accounting, as well as its financial statements.

Amit Singh Dang. Mr. Dang holds a Bachelors degree (B.B.A.) in Finance from Wayne State University (2003), with advanced academic studies in contract, criminal, civil, and policy law; management, finance, logistics, and strategy; and audit theory; from Michigan State University (2003-2004), The University of Michigan (2004-2006), and the Institute of Internal Auditors (2006-2008), respectively. From February 2006 to June 2006, Mr. Dang was employed as a Business Process and Development Consultant for Sterling Solutions and Systems. From June 2006 to May 2008, Mr. Dang worked as a Risk and Performance Services Consultant at Crowe Horwath, where he specialized in identifying high-risk areas for public and private companies and helped develop and re-engineer core business processes for greater efficiency and control. From October 13, 2009 through May 11, 2010, Mr. Dang served as the President and Chief Executive Officer and Chief Financial Officer of HepaLife Technologies, Inc. Since May 2008, Mr. Dang has served as the Managing Director for Infinitus Ventures, facilitating the early incubation, capital funding, and development of client companies. In addition, Mr. Dang provides consulting services to companies in the process of transitioning into alternative business ventures. In light of our current circumstances, Mr. Dang’s financial and accounting background and his experience with companies transitioning to other business ventures make him particularly qualified to serve on our board of directors during this important transitional period in our corporate history.38

Jeet S. Sidhu. Mr. Sidhu graduated from the British Columbia Institute of Technology with a Diploma in Corporate Finance in 1995. From 2002-2009, Mr. Sidhu was Vice-President of Montgomery Asset Management Corporation, a privately held firm providing financial and management consulting services to emerging growth corporations. Mr. Sidhu served as a member of the board of directors for U.S. Petroleum Corporation from August 2003 until August 2006. Mr. Sidhu served as a director of Entheos Technologies, Inc. from September 8, 2008 to August 26, 2010. Mr. Sidhu currently serves as a member of the Board of Directors ~~of MicroChannel Technologies~~Meetings, ~~Inc. Mr.~~Committees ~~Sidhu~~of ~~was invited to join~~ the Board of Directors ~~due to his experience with public companies in the matters relating to business development~~, ~~financial reporting~~ and ~~legal~~Annual ~~compliance.~~Meeting Attendance

~~Family~~During ~~Relationships~~the fiscal year ended December 31, 2011, the Board held a total of 2 meetings. All members of the Board attended all meetings of the Board. We do not maintain a policy regarding director attendance at annual meetings and ~~Other~~we ~~Matters~~held an annual meeting for the fiscal year ended December 31, 2011, on November 10, 2011.

~~There~~We ~~are~~do nonot ~~family~~currently ~~relationships~~have ~~among~~any orstanding ~~between~~committees of ~~any~~the Board. The full Board is responsible for performing the functions of: ~~our~~(i) ~~officers~~the Audit Committee, (ii) the Compensation Committee and ~~directors~~(iii) the Nominating Committee.

~~Legal~~Audit ~~Proceedings~~Committee

~~During~~The ~~the~~Board ~~past~~does ~~ten~~not ~~years~~currently ~~none~~have a standing Audit Committee. The full Board performs the principal functions of ~~our~~the ~~directors,~~Audit ~~executive~~Committee. ~~officers,~~The orfull ~~promoters~~Board ~~have~~monitors ~~been~~our ~~involved~~financial reporting inprocess ~~any~~and ofinternal control system and reviews and appraises the ~~following~~audit ~~legal~~efforts ~~proceedings:~~of our independent accountants.

1.Compensation A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;Committee

42The Board does not currently have a standing Compensation Committee. The full Board establishes our overall compensation policies and reviews recommendations submitted by our management.

2.Nominating ~~Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);~~Committee

3The Board does not currently have a standing Nominating Committee. ~~Such~~We ~~person~~do ~~was~~not maintain a policy for considering nominees. Our Bylaws provides that the ~~subject~~number of ~~any~~Directors ~~order,~~shall be ~~judgment,~~fixed orfrom ~~decree~~time to time by the Board, but in no event shall be less than the minimum required by law. The Board of Directors shall be large enough to maintain our required expertise but not ~~subsequently~~too ~~reversed,~~large ~~suspended~~to orfunction ~~vacated~~inefficiently. Director nominees are recommended, reviewed ofand ~~any~~approved ~~court~~by the entire Board. The Board believes that this process is appropriate due to the relatively small number of ~~competent~~directors ~~jurisdiction,~~on ~~permanently~~the orBoard ~~temporarily~~and ~~enjoining~~the ~~him~~opportunity to benefit from, ora ~~otherwise~~variety ~~limiting,~~of opinions and perspectives in determining director nominees by involving the ~~following~~full ~~activities:~~Board.

a.While ~~Acting~~the asBoard ais ~~futures~~solely ~~commission~~responsible ~~merchant,~~for the ~~introducing~~selection ~~broker,~~and ~~commodity~~nomination ~~trading~~of ~~advisor~~directors, ~~commodity~~the ~~pool~~Board ~~operator,~~may ~~floor~~consider ~~broker,~~nominees ~~leverage~~recommended ~~transaction~~by ~~merchant,~~stockholders ~~any~~as ~~other~~it ~~person~~deems ~~regulated~~appropriate. The byBoard ~~the~~evaluates ~~Commodity~~each ~~Futures~~potential ~~Trading~~nominee ~~Commission,~~in orthe ansame ~~associated~~manner ~~person~~regardless of ~~any~~the source of the ~~foregoing~~potential nominee’s recommendation. Although we do not have a policy regarding diversity, orthe asBoard andoes ~~investment~~take ~~adviser~~into consideration the value of diversity among Board members in background, ~~underwriter~~experience, ~~broker~~education orand ~~dealer~~perspective in ~~securities,~~considering orpotential asnominees anfor ~~affiliated~~recommendation ~~person,~~to ~~director~~the orBoard for ~~employee~~selection. ofStockholders ~~any~~who ~~investment~~wish ~~company~~to recommend a nominee should send nominations to our President Chief Executive Officer, ~~bank~~Meetesh Patel, ~~savings~~430 ~~and~~Park ~~loan~~Avenue, ~~association~~Suite or702, ~~insurance~~New ~~company~~York, orNY ~~engaging~~10022, inthat orinclude ~~continuing~~all ~~any~~information ~~conduct~~relating orto ~~practice~~such person that is required to be disclosed in ~~connection~~solicitations ~~with~~of ~~such~~proxies ~~activity;~~for the election of directors. The recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected.

b.Compensation ~~Engaging in any type of business practice; or~~Consultants

c.We ~~Engaging~~have innot ~~any~~historically ~~activity~~relied upon the advice of compensation consultants in ~~connection~~determining ~~with~~Named ~~the~~Executive ~~purchase~~Officer orcompensation. ~~sale~~Instead, ofthe ~~any~~full ~~security~~Board orreviews ~~commodity~~compensation levels orand inmakes ~~connection~~adjustments ~~with~~based ~~any~~on ~~violation~~their personal knowledge of ~~Federal~~competition orin ~~State~~the ~~securities~~market ~~laws~~place, orpublicly ~~Federal~~available ~~commodities~~information and ~~laws;~~informal surveys of human resource professionals.

4.Stockholder Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3(a) or to be associated with persons engaged in any such activity;Communications

5.Stockholders ~~Such~~who ~~person~~wish ~~was~~to ~~found~~communicate bywith the aBoard ~~court~~may ofdo ~~competent~~so ~~jurisdiction~~by inaddressing atheir ~~civil~~correspondence ~~action~~to ~~or by~~ the ~~Commission~~Board toat ~~have~~Ceres ~~violated~~Ventures, ~~any~~Inc., ~~Federal~~Attention: orMeetesh ~~State~~Patel, ~~securities~~430 ~~law~~Park Avenue, ~~and~~Suite ~~the~~702, ~~judgment~~New inYork, ~~such~~NY ~~civil~~10022. ~~action~~The orBoard ~~finding~~shall byreview ~~the~~and ~~Commission~~respond ~~has~~to ~~not~~all ~~been~~correspondence ~~subsequently reversed~~received, ~~suspended,~~as ~~or vacated;~~appropriate.

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;39

7ITEM 11. ~~Such~~EXECUTIVE person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:COMPENSATION

aOur Board is responsible for establishing the compensation and benefits for our executive officers. ~~Any~~The ~~Federal~~Board orreviews ~~State~~the ~~securities~~performance orand ~~commodities~~total ~~law~~compensation orpackage ~~regulation;~~for our orexecutive officers, and considers the modification of existing compensation and the adoption of new compensation plans. The board has not retained any compensation consultants.

b.The ~~Any~~goals ~~law~~of orour ~~regulation~~executive ~~respecting~~compensation program ~~financial~~are ~~institutions~~to orattract, ~~insurance~~motivate ~~companies~~and ~~including,~~retain ~~but~~individuals ~~not~~with ~~limited~~the ~~to,~~skills aand ~~temporary~~qualities ornecessary ~~permanent~~to ~~injunction,~~support ~~order~~and ofdevelop ~~disgorgement~~our orbusiness within ~~restitution,~~the ~~civil~~framework ~~money~~of ~~penalty~~our orsmall ~~temporary~~size orand ~~permanent~~available ~~cease-and-desist~~resources. ~~order,~~We ordesigned ~~removal~~our orexecutive ~~prohibition~~compensation ~~order;~~program orto achieve the following objectives:

c.· ~~Any~~attract ~~law~~and orretain ~~regulation~~executives ~~prohibiting~~experienced ~~mail~~in ordeveloping ~~wire~~and ~~fraud~~delivering orproducts ~~fraud~~such inas ~~connection~~our ~~with any business entity~~own; or

8.· ~~Such~~motivate ~~person~~and ~~was~~reward ~~the~~executives ~~subject~~whose ~~of,~~experience orand askills ~~party~~are critical to, ~~any~~our sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.success;

43· reward performance; and

~~SECTION~~· ~~16(a)~~align ~~BENEFICIAL~~the ~~OWNERSHIP~~interests ~~REPORTING~~of ~~COMPLIANCE~~our executive officers and stockholders by motivating executive officers to increase stockholder value.

~~Section~~The ~~16(a)~~following oftable summarizes the ~~Securities~~compensation earned ~~Exchange~~by ~~Act of 1934 (~~the ~~“Exchange~~Named ~~Act”),~~Executive asOfficers ~~amended,~~during ~~requires~~ the ~~directors,~~fiscal ~~executive~~years ~~officers,~~ended ~~and~~December ~~any beneficial owner of more than 10% of any class of equity securities to file periodic reports of their ownership~~31, ~~and~~2011 ~~changes in that ownership, with the Securities~~ and ~~Exchange Commission (the “SEC”). These persons are required by regulations of the SEC to furnish us with copies of all Section 16(a) forms they file.~~2010:

Based solely on a review of copies of these forms received, we believe that during the fiscal year ended December 31 2010, our current and former directors and executive officers have complied with applicable filing requirements under Section 16(a), except that our current officer and directors, Mr. Amit S. Dang and Mr. Jeet Sidhu each did not file one Form 3, within the reporting time frame required by the SEC. Additionally, former President, CEO, and Director, Greg Wujek did not file a final Form 3 or Form 5 upon his resignation as our President and CEO on March 15, 2010 and as on of our directors on June 17, 2010, whereby he forfeited all stock options previously granted to him. Additionally, former President, CEO and Director, Mr. James Lynch did not file one Form 3 and one Form 5 within the reporting time frame required by the SEC. In addition, two of our former directors, Mr. Gary Branning and Mr. Raymond Krauss, each did not file a final Form 3 or Form 5 upon their resignations and forfeiture of all options previously granted to them.

Name and Principal Position	Year Ended December 31,		Salary ($) ⁽¹⁾		Stock Awards ($) ⁽²⁾		All Other Compensation ($) ⁽³⁾		Total ($)
Meetesh Patel ⁽⁴⁾		2011		110,000		5,711		-		115,711
President, Chief
Executive Officer, Director		2010		-		-		-		-

Janet Bien ⁽⁵⁾		2011		10,500		5,656		-		16,156
Chief Financial Officer
		2010		-		-		-		-

~~CODE~~(1) OFThis ~~ETHICS~~column includes both employee and employer related payroll taxes paid on behalf of the employee.

We(2) ~~have~~This ~~adopted~~column areflects ~~Code~~the grant ofdate ~~Ethics~~fair ~~that~~value ~~applies to all~~ of ~~our~~share ~~officers,~~based ~~directors~~awards ~~and~~as ~~employees,~~determined including our Chief Financial Officer and Chief Executive Officer. The Code of Ethics is designed to deter wrongdoing, and to promote, among other things, honest and ethical conduct, full, fair, accurate, timely, and understandable disclosure in ~~reports~~accordance ~~and documents that we file~~ with, orFASB ~~submit~~ASC toTopic ~~the SEC, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations of the Code of Ethics, and accountability for adherence to the Code of Ethics~~718. Our Code of Ethics is available on our website at http://www.phytomedical.com. To access our Code of Ethics, click on “Investors”, and then click on “Code of Ethics” located under “Corporate Governance.”

A(3) ~~copy~~Includes ofamounts ~~our~~paid ~~Code~~for health ofcare ~~Ethics may be obtained at no charge by sending a written request to our Chief Executive Officer, Amit S~~insurance. ~~Dang, 100 Overlook Drive, 2nd Floor, Princeton, NJ 08540.~~

~~CORPORATE~~(4) ~~GOVERNANCE~~Mr. Patel was appointed the President, Chief Executive Officer and a director of BluFlow on October 14, 2010. Pursuant to the Merger Agreement Mr. Patel was appointed to the same positions in the Company. On December 29, 2011, we entered into the Consulting Agreement with Mr. Patel to serve as our President and Chief Executive Officer for which he is paid a yearly salary of $120,000 in 24 equal payments, which he may, at his sole discretion, elect to convert any of his salary or business expense reimbursements due to him into shares of our common stock at $0.10 per share. The exercise price and the number of shares issuable upon the conversion of salary or business reimbursement expense are subject to proportional adjustment in the event of stock splits, dividends, recapitalizations or similar transactions. The Consulting Agreement may be terminated by either party at any time with or without cause. The Consulting Agreement may be terminated by either party at any time with or without cause. On June 10, 2011, Mr. Patel received a stock option award of 180,000 options, permitting him to purchase an equal number of BluFlow’s common stock at a price of $0.033 per share. On November 14, 2011, BluFlow exchanged the 180,000 options for a restricted stock grant of 135,000 shares of BluFlow’s stock. Pursuant to the terms of the share exchange agreement entered into between Mr. Patel and BluFlow, 45,000 shares vested immediately and the remaining 90,000 shares vest in two equal installments on June 10, 2012, and June 10, 2013.

We(5) ~~have~~Ms. ~~adopted~~Bien ~~Corporate~~was ~~Governance~~appointed ~~Guidelines~~the Chief ~~applicable~~Financial Officer of BluFlow on June 9, 2011. Pursuant to the Merger Agreement Ms. Bien was appointed to the same positions in the Company. On December 29, 2011, we entered into the CFO Consulting Agreement with Ms. Bien to serve as our ~~Board~~Chief Financial Officer pursuant to which she is paid a monthly salary of ~~Directors~~$1,500, $500 of which is deferred until such time as we effect one or more transactions from which we receive net proceeds of no less than $500,000. ~~Our~~The ~~Corporate~~CFO ~~Governance~~Consulting ~~Guidelines~~Agreement ~~are~~may ~~available~~be onterminated ~~our~~by either ~~website~~party at ~~http://www~~any time with or without cause.~~phytomedical~~ On June 10, 2011, Ms.~~com~~ Bien received a stock option award of 180,000 options, permitting her to purchase an equal number of BluFlow’s common stock at a price of $0.033 Toper ~~access~~share. ~~our~~On ~~Corporate~~November ~~Governance~~14, ~~Guidelines~~2011, ~~click~~BluFlow onexchanged the ~~“Investors”~~180,000 options for a restricted stock grant of 135,000 shares of BluFlow’s stock. Pursuant to the terms of the share exchange agreement entered into between Ms. Bien and ~~then~~BluFlow, ~~click~~45,000 shares vested immediately and the remaining 90,000 shares vest in two equal installments on ~~“Corporate~~June ~~Governance”~~10, ~~located~~2012, ~~under~~and ~~“Corporate~~June ~~Governance~~10, 2013.”

~~Director Independence~~40

WeOUTSTANDING ~~are~~EQUITY ~~not~~AWARDS ~~listed~~AT on a U.S. securities exchange and, therefore, are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. However, at this time, after considering all of the relevant facts and circumstances, our Board of Directors has determined that Mr. Jeet S. Sidhu is independent from our management and qualifies as an “independent director” under the standards of independence of the FINRA listing standards. We do not currently have a majority of independent directors as required by the FINRA listing standards. Upon our listing on any national securities exchange or any interFISCAL-~~dealer quotation system, we will elect such independent directors as is necessary under the rules of any such securities exchange.~~YEAR END

~~Board~~The ~~Leadership~~table ~~Structure~~below ~~and~~summarizes ~~Role~~the inCompany’s outstanding ~~Risk~~equity ~~Oversight~~awards for each executive as of December 31, 2011:

Our Chief Executive Officer serves as Chairman of our Board of Directors. We feel that in this combined role, he can provide unique insight into the company’s business, industry, and strategic opportunities, consistent and reliable communication between our board and management, clear accountability for the execution of our strategy, effective decision-making, and alignment on corporate strategy. We do not have a lead independent director.

Stock Based Awards
Name	Number of Shares That Have Not Vested	Market Value of Shares That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Meetesh Patel ⁽¹⁾				90,000	$	39,600
Janet Bien				90,000	$	39,600

44(1) Stock awards granted to Mr. Patel were granted to him for his service as a director.

~~The~~PAYMENTS ~~Board~~UPON ~~believes~~TERMINATION ~~full~~OR ~~and~~CHANGE open communication between it and management is essential for effective risk management and oversight. Members of our board meet regularly with our Chief Executive Officer to discuss strategy and risks facing the company. Our Chief Executive Officer attends the quarterly board meetings and is available to address any questions or concerns raised by the board on risk management-related and any other matters. Our Chief Executive Officer is also asked to contribute to the agenda for these meetings, so that each functional division of the company can identify topics that may require board attention. Each quarter our Chief Executive Officer presents to the board on strategic matters involving our operations and strategic initiatives and discusses with the board key strategies, challenges, risks, and opportunities for the company.IN CONTROL

~~Management~~There isare ~~responsible~~no ~~for~~understandings ~~the~~or ~~day-to-day~~agreements ~~management~~known ofby ~~risks~~management at ~~the~~this ~~company~~time ~~faces,~~which ~~while~~would ~~the~~result ~~board,~~in as a ~~whole~~change ~~and~~in ~~through its committees, is responsible for the oversight of risk management~~control. ~~In its risk oversight role, the Board of Directors monitors whether the risk management processes that management has designed and implemented are effective both as designed and as executed.~~

~~Board~~COMPENSATION ofOF ~~Directors Meetings, Committees of the Board of Directors, and Annual Meeting Attendance~~DIRECTORS

~~During~~In ~~the~~establishing ~~fiscal year ended December 31, 2010, each~~ director ~~attended at least 75% of all meetings of~~ compensation, the Board ofis ~~Directors. We~~guided doby ~~not maintain a policy regarding director attendance at annual meetings. All directors attended~~ the ~~2010~~following ~~Annual Meeting of Shareholders.~~goals:

We· docompensation ~~not~~should ~~currently~~consist ~~have any standing committees~~ of ~~the~~a ~~Board~~combination of ~~Directors. The~~cash ~~full~~and ~~Board~~equity isawards ~~responsible~~that ~~for~~are ~~performing~~designed ~~the~~to ~~functions~~fairly ~~of: (i)~~pay the ~~Audit~~directors ~~Committee,~~for ~~(ii)~~work ~~the~~required ~~Compensation~~for ~~Committee~~a ~~and~~company ~~(iii)~~of ~~the~~our ~~Nominating~~size ~~Committee.~~and scope;

~~Audit~~· ~~Committee~~compensation should align the directors’ interests with the long-term interests of stockholders; compensation should assist with attracting and retaining qualified directors.

The ~~Board~~following ~~does~~table ~~not~~provides ~~currently~~information regarding ~~have~~all acompensation ~~standing~~paid ~~Audit~~to ~~Committee. The full Board performs the principal functions of the Audit Committee. The full Board monitors~~ our ~~financial~~directors ~~reporting~~during ~~process and internal control system and reviews and appraises~~ the ~~audit~~fiscal ~~efforts~~year ofended ~~our~~December ~~independent~~31, ~~accountants.~~2011:

Compensation Committee

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) ⁽¹⁾		Total ($)
Meetesh Patel		-		5,711		5,711
Joseph Sierchio		-		5,711		5,711
Arturo Keller (2)		-		6,211		6,211
Jeet Sidhu		-		-		-
Total		-		17,633		17,633

~~The~~(1) ~~Board does~~This ~~not~~column ~~currently~~reflects ~~have~~the aggregate agrant ~~standing~~date ~~Compensation~~fair ~~Committee. The~~value ~~full~~computed ~~Board~~in ~~establishes~~accordance ~~our~~with ~~overall~~FASB ~~compensation~~ASC ~~policies~~Topic ~~and reviews recommendations submitted by our management~~718.

~~Nominating~~(2) ~~Committee~~Mr. Arturo Keller resigned as a director effective November 10, 2011.

~~The~~ITEM ~~Board does not currently have a standing Nominating Committee~~12. We doSECURITY ~~not~~OWNERSHIP ~~maintain~~OF aCERTAIN ~~policy~~BENEFICIAL ~~for~~OWNERS ~~considering~~AND ~~nominees. Our~~MANAGEMENT ~~Bylaws~~AND ~~provides~~RELATED ~~that~~STOCKHOLDER the number of Directors shall be fixed from time to time by the Board, but in no event shall be less than the minimum required by law. The Board shall be large enough to maintain our required expertise but not too large to function efficiently. Director nominees are recommended, reviewed and approved by the entire Board. The Board believes that this process is appropriate due to the relatively small number of directors on the Board and the opportunity to benefit from a variety of opinions and perspectives in determining director nominees by involving the full Board.MATTERS

~~While~~The ~~the~~following ~~Board~~table issets ~~solely~~forth ~~responsible~~certain ~~for~~information ~~the~~as ~~selection and nomination~~ of ~~directors~~April 13, ~~the~~2012, ~~Board may consider nominees recommended~~ by ~~stockholders~~(i) asall itpersons ~~deems~~who ~~appropriate.~~are ~~The~~known ~~Board~~by ~~evaluates~~us ~~each~~to ~~potential~~beneficially ~~nominee~~own inmore ~~the~~than ~~same~~5% ~~manner regardless~~ of ~~the~~our ~~source~~outstanding shares of ~~the~~common ~~potential~~stock, ~~nominee’s~~(ii) each ~~recommendation. Although we do not have a policy regarding diversity~~director, ~~the~~director ~~Board does take into consideration the value of diversity among Board members in background~~nominee, ~~experience, education~~ and ~~perspective~~Named ~~in considering potential nominees for recommendation to the Board for selection. Stockholders who wish to recommend a nominee should send nominations to our Chief~~ Executive Officer,; ~~Amit~~and S.(iii) ~~Dang, 100 Overlook Drive, 2nd Floor, Princeton, NJ 08540, that include~~ all ~~information~~executive ~~relating~~officers toand ~~such person that is required to be disclosed in solicitations of proxies for the election of~~ directors. ~~The~~as ~~recommendation must be accompanied by~~ a ~~written consent of the individual to stand for election if nominated by the Board and to serve if elected.~~group:

45Unless otherwise stated below, each such person has sole voting and investment power with respect to all such shares.

~~Compensation Consultants~~41

We have not historically relied upon the advice of compensation consultants in determining Named Executive Officer compensation. Instead, the full Board reviews compensation levels and makes adjustments based on their personal knowledge of competition in the market place, publicly available information and informal surveys of human resource professionals.

Name and Address of Beneficial Owner	Positions and Offices Held	Number of Shares Beneficially Owned ⁽¹⁾			Approximate Percent of Class⁽²⁾
Meetesh Patel 430 Park Avenue New York, NY 10022	Chief Executive Officer and Director		31,158,750	⁽³⁾		36.64	%
Janet Bien 430 Park Avenue New York, NY 10022	Chief Financial Officer		45,000			*
Amit S. Dang 430 Park Avenue New York, NY 10022	Director		-0-			-0-
Jeet Sidhu 430 Park Avenue New York, NY 10022	Director		3,533,296	⁽⁴⁾		*
Joseph Sierchio 430 Park Avenue New York, NY 10022	Director		31,937,035	⁽⁵⁾		37.6	%
All Directors and Officers as a Group (5 persons)			66,674,081			78.4	%

~~Stockholder~~* ~~Communications~~less than 1%.

~~Stockholders~~(1) ~~who~~This ~~wish~~amount toincludes ~~communicate with~~ the maximum ~~Board~~number of ~~Directors~~shares ~~may~~issuable dounder ~~so by addressing their correspondence to~~ the ~~Board~~terms of ~~Directors~~the atExchange ~~PhytoMedical~~Warrants ~~Technologies,~~and ~~Inc.,~~any ~~Attention:~~vested ~~Amit S~~options. ~~Dang,~~This ~~Chief~~amount ~~Executive~~reflects ~~Officer,~~the ~~100~~one-for-three share ~~Overlook~~exchange ~~Drive,~~in ~~2nd~~the ~~Floor,~~Reverse ~~Princeton,~~Merger ~~NJ 08540~~Agreement. ~~The Board of Directors shall review and respond to all correspondence received, as appropriate.~~

~~ITEM~~(2) 11Calculated pursuant to rule 13d-3(d) of the Exchange Act. ~~EXECUTIVE~~ ~~COMPENSATION~~Beneficial ownership is calculated based on 85,031,557 shares of common stock issued and outstanding on a fully diluted basis as of April 13, 2012. Unless otherwise stated below, each such person has sole voting and investment power with respect to all such shares. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.

~~Summary~~(3) Consists of (a) 30,952,500 shares of our common stock, and (b) 206,250 Series C Warrants. For additional information see footnote 4 to “Executive Compensation” table above and “Related Party Transactions,” below.

~~The~~(4) ~~following~~Represents ~~table~~shares ~~and~~issued to ~~descriptive~~Mr. ~~materials~~Sidhu ~~set~~pursuant ~~forth information concerning compensation earned for services rendered~~ to ~~us by:~~ the ~~Chief~~Sidhu ~~Executive~~Settlement ~~Officer~~Agreement (~~the~~as ~~“CEO”);~~defined ~~the~~and ~~Chief~~described ~~Financial~~in ~~Officer (the~~ “~~CFO~~Related Party Transactions” below); and ~~the~~shares ~~two~~purchased ~~other~~by ~~most~~Mr. ~~highly-compensated~~Sidhu ~~executive~~in ~~officers~~one ~~other~~or ~~than~~more ~~the~~private ~~CEO and CFO who were serving as executive officers during the fiscal year ended August 31, 2010 (the “Named Executive Officers”)~~transactions.

~~SUMMARY~~(5) ~~COMPENSATION~~Consists ~~TABLE~~of (a) 31,730,785 shares of our common stock, and (b) 206,250 Series C Warrants. For additional information see “Related Party Transactions,” below.

Name and Principal Position	Year Ended December 31,	Salary ($) (5)		Option Awards ($) (6)		All Other Compensation($) (7)		Total ($)
Amit S. Dang (1)	2010	$	35,000	$	-	$	-	$	35,000
President, Chief Executive Officer,
Chief Financial Officer, Director	2009	$	-	$	-	$	-	$	-
Dr. James F. Lynch (2)	2010	$	47,217	$	160,000	$	2,918	$	210,135
Former President, Chief Executive
Officer, Former Director	2009	$	-	$	-	$	-	$	-
Greg Wujek (3)	2010	$	50,997	$	-	$	-	$	50,997
Former President, Chief Executive
Officer, Former Director	2009	$	237,557	$	-	$	25,495	$	263,052
Raymond Krauss (4)	2010	$	-	$	-	$	-	$	-
Former Chief Financial Officer,
Secretary, Treasurer, Former
Director	2009	$	-	$	-	$	-	$	-

We do not have a formal written policy for the review and approval of transactions with related parties. However, our Code of Ethics and Corporate Governance Principles require actual or potential conflict of interest to be reported to the Board. Our employees are expected to disclose personal interests that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities and obligations to us. Periodically, we inquire as to whether or not any of our Directors have entered into any transactions, arrangements or relationships that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board and outside legal counsel review the transaction and relationship disclosed and the Board makes a formal determination regarding each Director's independence. If the transaction is deemed to present a conflict of interest, the Board will determine the appropriate action to be taken.

(1) Mr. Dang was appointed President and Chief Executive Officer on June 3, 2010 and assumed his position as our Chief Financial Officer, Treasurer and Secretary on June 22, 2010. The Board of Directors approved the terms of an Interim Executive Services Agreement between us and Mr. Dang (the “Executive Services Agreement”) pursuant to which Mr. Dang receives compensation of $5,000 per month during the term of the Executive Services Agreement. The Executive Services Agreement may be terminated at any time with or without cause by the Company.42

46Transactions with Related Persons

The Board is responsible for review, approval, or ratification of “related-person transactions” involving Ceres Ventures, Inc. or its subsidiaries and related persons. Under SEC rules (2Section 404 (a) ~~Dr.~~of ~~Lynch~~Regulation ~~was~~S-K), ~~appointed~~a related person is a director, ~~and~~officer, tonominee for director, or 5% stockholder of the ~~position~~company since the beginning of ~~President~~the previous fiscal year, and ~~Chief~~their ~~Executive~~immediate ~~Officer~~family onmembers. ~~March~~Ceres 15Ventures, ~~2010~~Inc. Heis ~~resigned~~required to ~~from~~report ~~all~~any transaction or series of ~~his~~transactions ~~positions~~in ~~with~~which usthe oncompany ~~May~~or ~~31,~~a ~~2010.~~subsidiary ~~Simultaneously~~is ~~with~~a ~~his~~participant, ~~appointment~~the weamount ~~entered~~involved exceeds ~~into~~$120,000, anand ~~employment~~a ~~agreement~~related ~~with~~person ~~Dr.~~has ~~Lynch~~a ~~(the~~direct ~~“Lynch~~or ~~Employment~~indirect ~~Agreement”)~~material interest.

InThe ~~consideration~~Board ofreviews ~~his~~transactions ~~employment~~involving werelated ~~paid~~persons ~~Dr.~~who are ~~Lynch~~not anincluded ~~annual~~in ~~salary~~one of ~~$248,000~~the above categories and ~~reimbursement~~makes ofa ~~his~~determination ~~health~~whether ~~insurance~~the ~~premiums~~related person has a material interest in a ~~the~~transaction ~~amount~~and ofmay $1approve,~~350~~ ~~per~~ratify, ~~month~~rescind, or take other action with respect to the transaction in its discretion. The Board reviews ofall ~~Directors~~material ~~also~~facts ~~granted~~related ~~Dr.~~to ~~Lynch~~the antransaction ~~option~~and totakes ~~acquire~~into upaccount, toamong 4other factors it deems appropriate,~~000,000~~ ~~shares~~whether the oftransaction ~~our~~is ~~common~~on ~~stock~~terms atno less favorable than terms generally available to an ~~exercise~~unaffiliated ~~price~~third party under the same or similar circumstances; the extent of ~~$0.04~~the ~~per~~related ~~share~~person's interest in the transaction; and, ~~vesting~~if asapplicable, ~~follows:~~the availability of other sources of comparable products or services.

~~a) as~~The tofollowing ~~600,000~~are ~~shares~~related ~~when,~~party totransactions for the ~~Board’s~~years ~~sole~~ended December ~~determination and satisfaction~~31, as2011 ~~a result of Dr. Lynch’s efforts, our proprietary pharmacological compound, ‘D11B’ achieves IV formulation~~ and ~~stability milestones, enabling further development;~~2010:

~~b) as~~Ceres ~~to 600~~Ventures,~~000~~ ~~when, to the Board’s sole determination and satisfaction, as a result of Dr~~Inc. ~~Lynch’s efforts, our proprietary pharmacological compound, ‘D11B’, achieves toxicity and pharmacokinetic milestones, enabling further development;~~

~~c) as~~On toMay ~~300~~20,~~000~~ ~~shares~~2011, ~~when~~we issued a one year convertible promissory note in the amount of $100,000 to Mr. Jeet Sidhu, one of our non-employee directors. The Sidhu Convertible Note bears interest at the ~~Board’s~~rate ~~sole~~of ~~determination~~8.5% ~~and~~per ~~satisfaction~~annum, aswhich ainterest ~~result~~is accrued and payable on the maturity date of Drthe Sidhu Convertible Note. As ~~Lynch’s~~long ~~efforts~~as the Sidhu Convertible Note remains outstanding and not fully paid, wethe ~~successfully~~holder ~~prepare~~has anthe ~~Investigator’s~~right, ~~Brochure~~but ~~(IB)~~not inthe ~~accordance~~obligation, to ~~with~~convert ~~ICH~~all ~~guidelines~~or any portion of the aggregate outstanding principal amount of the Sidhu Convertible Note, ~~for~~together awith ~~product~~all or any ~~products~~portion ~~related~~of the accrued and unpaid interest into that number of shares, subject to certain terms and conditions, of the our common ~~proprietary~~stock ~~pharmacological~~equal ~~compound~~to the amount of the converted indebtedness divided by $0.50 per share. In the event of default, ~~‘D11B’;~~as defined in the Sidhu Convertible Note agreement, the annual interest rate increases to 10% and is due on demand. Certain events of default will result in all sums of principal and interest then remaining unpaid immediately due and payable, upon demand of the holder.

d) We arranged with Mr. Rayat, our former Chief Financial Officer, director, and majority stockholder, a loan amount up to $2,500,000 that may be drawn down on an “as needed basis” at a rate of prime plus 3%. Effective September 15, 2008, Mr. Rayat and we terminated this loan agreement. At December 31, 2009, we had an unsecured promissory note pursuant to ~~450~~this loan agreement in the amount of $750,000 ~~shares~~payable ~~when~~to Mr. Rayat, which was due on March 8, 2006, and bore interest at an annual rate of 8.5%. On March 1, 2010, Mr. Rayat agreed to convert the ~~Board’s~~then ~~sole~~outstanding ~~determination~~balance of the note payable ($750,000) and ~~satisfaction~~accrued and unpaid interest ($317,527) asthereon to a ~~result~~fixed three (3) year term convertible note, totaling $1,067,527. The Rayat Convertible Note bears interest at the rate of Dr8.5% ~~Lynch’s~~per ~~efforts~~annum, wewhich interest ~~successfully~~is ~~file~~accrued anand ~~Investigational~~payable ~~New~~on ~~Drug~~the ~~Application~~maturity ~~(IND)~~date ~~with~~of the USRayat ~~Food~~Convertible &Note. ~~Drug~~On ~~Administration~~December ~~for~~29, 2011, athe ~~product~~Company orentered ~~products~~into ~~related~~the Rayat Settlement Agreement pursuant to ~~our~~which ~~proprietary~~Mr. ~~pharmacological~~Rayat ~~compound~~was issued 7,500,000 ~~‘D11B~~shares of the Company’;s common stock as payment in full of the outstanding balance of $750,000 related to the Original Note. As part of the Rayat Settlement Agreement, Mr. Rayat forgave all accrued and unpaid interest on the Rayat Convertible Note through the date thereof, including the $317,527 of interest previously made part of the Rayat Convertible Note, totaling $488,054.

~~e) as~~On toDecember ~~300~~29,~~000~~ ~~shares when~~2011, tothe Company entered into a settlement agreement (the ~~Board’s~~“Sidhu ~~sole~~Settlement ~~determination~~Agreement”) ~~and~~with ~~satisfaction,~~Mr. asJeet Sidhu, a ~~result~~director of Drthe Company, pursuant to which Mr. ~~Lynch’s~~Sidhu ~~efforts,~~was weissued ~~successfully~~30,000 ~~administer~~shares ~~‘first~~of ~~patient-first~~the ~~dose~~Company’s ~~for~~common astock ~~product~~in orlieu ~~products~~of ~~related~~payment toof ~~our~~$3,000 ~~proprietary~~of ~~pharmacological~~director compensation ~~compound,~~due ~~‘D11B’;~~him.

~~f) as~~On toDecember 129,~~000~~ 2011,~~000~~ ~~shares~~the ~~when,~~Company inentered into ~~the~~a ~~Board’s~~note ~~sole~~settlement ~~determination~~agreement ~~and~~with ~~satisfaction~~Sierchio & Company, asLLP a(“S&C”), ~~result~~pursuant ofto Drwhich Mr. ~~Lynch’s efforts~~Sierchio, a wedirector ~~successfully~~of ~~add~~the aCompany ~~new~~and ~~compound~~the ~~(or~~managing ~~product(s)~~partner ~~derived~~of ~~therefrom)~~S&C, towas ~~our~~issued ~~pipeline~~876,825 ~~other~~shares ~~than~~of ~~compounds~~the ~~(or~~Company’s ~~products~~common ~~derived~~stock ~~from~~as payment ~~any~~in ~~compounds~~full ~~contemplated)~~of by$87,683 ~~our~~of ~~license~~accrued ~~agreement~~but ~~with~~unpaid ~~the~~legal ~~Trustees~~fees ofdue ~~Dartmouth~~to ~~College;~~S&C.

~~g) as~~On toDecember ~~250~~29,~~000~~ ~~shares (500~~2011,~~000~~ ~~shares~~we inentered into the CEO ~~aggregate),~~Consulting onAgreement ~~each~~with Mr. Patel pursuant to which Mr. Patel serves as our President and Chief Executive Officer. Under the terms of, ~~March~~the 15Consulting Agreement, ~~2012 and~~Mr. ~~March~~Patel 15is paid an annual salary of $120,000. ~~2013;~~For additional information regarding the Consulting Agreement see footnote 4 to the “Executive Compensation” table above.

~~h) as to 62,500 (250,000 shares in aggregate) on each of June 15, 2010, September 15, 2010, December 15, 2010 and March 15, 2011.~~43

~~The~~On ~~grant~~December ~~date~~29, ~~fair~~2011, ~~value~~we ofentered into the CFO 4Consulting Agreement with Ms. Janet Bien,~~000,000~~ ~~stock~~BluFlow’s ~~options~~Chief ~~granted~~Financial Officer, pursuant to Drwhich Ms. ~~Lynch~~Bien ~~was~~serves ~~$160,000~~as ~~using~~our Chief ~~the~~Financial ~~Black-Scholes~~Officer. ~~option~~Under ~~pricing~~the ~~model~~terms ~~with~~of the ~~following~~CFO ~~weighted~~Consulting ~~average~~Agreement, ~~assumptions:~~Ms. ~~expected~~Bien ~~volatility~~is ofpaid ~~114.7%,~~an ~~risk-free~~annual ~~interest~~salary ~~rate~~ of ~~3.2%~~$18,000, ~~expected~~$6,000 of ~~life~~which ofis ~~7.7~~deferred ~~years,~~until ~~and~~such atime 0%as ~~dividend~~the ~~yield. The~~Company raises at least $~~160~~500,000. ~~was~~For ~~amortized~~additional ~~over~~information regarding the ~~requisite~~CFO ~~service~~Consulting Agreement ~~period~~see ~~for~~footnote ~~each~~5 ~~tranche~~to ofthe ~~options~~“Executive asCompensation” ~~outlined~~table ~~in a) through h)~~ above.

~~Dr.~~BluFlow ~~Lynch’s resignation on May 31~~Technologies, ~~2010 constituted a termination of the Lynch Employment Agreement~~Inc. None of the 4,000,000 stock options previously granted to Dr. Lynch on March 15, 2010, pursuant to the Lynch Employment Agreement had vested and the options have been forfeited. Accordingly, during the year ended December 31, 2010, we recorded stock compensation of $6,310 for the amortization of the fair value of the stock option granted to Dr. Lynch and a reversal of stock compensation expense of $6,310 for the same stock option for a net $0 impact to the consolidated financial statements during the year ended December 31, 2010.

47The number of shares or units listed below reflects securities of BluFlow and does not reflect the one-for-three share exchange in the Reverse Merger Agreement.

~~(3)~~ On ~~April~~October 315, ~~2006~~2010, weBluFlow ~~appointed~~sold ~~Mr.~~10,000,000 shares ~~Greg~~of ~~Wujek~~its common stock to ~~the~~Mr. ~~positions~~Patel, ofits President and Chief Executive Officer and as a ~~Director.~~member ~~Pursuant~~of toits ~~an employment agreement with Mr. Wujek, the~~ Board ~~approved~~in anconsideration ~~annual salary~~ of the ~~$225,000, a one-time~~ payment of $1610,~~437 for reimbursement of certain expenses incurred in connection with the acceptance of employment, and a stock option to purchase up to 2,250,~~000 ~~shares of our common stock, subject to certain vesting requirements, at an exercise price of $1~~.~~22.~~

On ~~August~~October 115, ~~2006~~2010, weBluFlow ~~cancelled~~sold ~~the stock option granted to Mr. Wujek in April 2006 for 2~~10,~~250~~000,000 shares ~~stock~~of ~~options~~its ~~and~~common ~~simultaneously entered into a~~ stock ~~option~~to ~~agreement with~~ Mr. ~~Wujek~~Sierchio, ~~for~~a ~~the~~member ~~purchase~~ of upits ~~to 2~~Board,~~000,000~~ ~~shares~~in consideration of ~~common~~the ~~stock,~~payment ~~subject to certain vesting requirements, at an exercise price~~ of $~~0.52 per share~~10, ~~expiring July 31, 2016~~000.

~~The~~On ~~stock~~October ~~option~~15, to2010, ~~purchase~~BluFlow upsold 100,000 units of its securities to 2Mr. Frank Fabio,~~000~~ its former Chief Financial Officer and Secretary, in consideration of the payment of $10,000. ~~shares~~Each unit consisted of one share of common stock ~~vested~~and asone-half ~~follows:~~of a BluFlow Series A Warrant (a “BF Series A Warrant”), each full BF Series A Warrant allows the holder thereof to purchase one share of BluFlow common stock at a purchase price of $0.50 per share through December 31, 2012.

On October 20, 2010, BluFlow acquired the BluFlow™ Nanoparticles, as well as certain domain names, from Appeal Capital Corp. (a“Appeal”), ~~250~~a privately held corporation controlled by Messrs. Patel and Sierchio, in consideration of $12,000 ~~options~~which ~~shall~~amount ~~vest~~was ifpaid ~~and~~through the ~~when~~issuance anof ~~Investigational~~a ~~New~~promissory ~~Drug~~note (~~IND~~the “Acquisition Note”). ~~application~~The Acquisition Note is ~~filed~~secured ~~for~~by ~~any~~the ~~current~~options (or any ~~future~~subsequent ~~compounds;~~ licenses) of the BluFlow™ Nanoparticles. Pursuant to the terms of the Acquisition Note, BluFlow is required to repay the principal amount and all interest due thereunder no later than March 31, 2012.

On January 1, 2011, BluFlow entered into an engagement letter (bthe “Engagement Letter”) ~~250~~with S&C,~~000~~ ~~options~~pursuant ~~shall~~to ~~vest~~which S&C ifprovided ~~and~~BluFlow ~~when~~with legal services; Mr. Sierchio, a ~~phase~~co-founder Iand ~~clinical~~a ~~trial~~director of BluFlow, is ~~commenced~~a managing partner of the S&C. Under the terms of the engagement letter, BluFlow paid S&C $43,925 for the preparation of organizational documents, the private placement memorandum and related agreements and the filing of blue sky forms with the various states; all other legal services were billed at a rate consistent with those paid by S&C’s clients. On July 1, 2011, BluFlow amended the Engagement Letter so that it now pays S&C a fixed monthly fee for legal services. Pursuant to the Engagement Letter, S&C may, at its sole discretion, elect to convert any ~~current~~of moneys due to the firm into shares of BluFlow’s common stock at $0.10 per share. The exercise price and the number of shares issuable upon the conversion of legal fees or ~~future~~disbursements are ~~compounds;~~subject to proportional adjustment in the event of stock splits, dividends, recapitalizations or similar transactions. Prior to, and after, our entrance into the Merger Agreement, Mr. Sierchio previously served as legal counsel to Ceres Ventures, Inc.

~~(c)~~On 1March 31,~~500~~ 2011,~~000~~ ~~options~~BluFlow ~~shall~~sold ~~vest~~137,500 units ifof ~~and~~its ~~when~~securities weto orMr. aPatel, ~~wholly~~its ~~owned~~President ~~subsidiary~~and orChief ~~any~~Executive ~~one~~Officer ~~current~~and ora ~~future~~member ~~compound~~of isits ~~acquired~~Board, in ~~whole~~consideration ~~or in part~~of $13,750. orEach ~~when~~unit ~~either~~consisted ~~through~~of usone orshare aof ~~subsidiary,~~common ~~enter~~stock ~~into~~and ~~a strategic collaborative agreement for any~~ one-half ~~current or future compound, provided that our Board~~ of ~~Directors~~a ~~has~~BF ~~approved,~~Series byA ~~written resolution, any such acquisition, sale or agreement~~Warrant.

WeOn ~~accounted~~May ~~for~~10, ~~the cancellation and re-issuance of the stock option as a modification of terms~~2011, ~~resulting~~BluFlow insold additional stock-based compensation expense for the excess of the fair value of the replacement award over the fair value of the cancelled award at the cancellation date. The fair value of the stock option as a result of the cancellation and re-issuance was $2137,~~667,~~500~~. The~~ ~~fair value~~ units of ~~each~~its ~~batch~~securities ofto ~~stock~~Mr. ~~options was amortized over their expected service periods~~Sierchio, ~~which we reassessed on~~ a ~~periodic~~member ~~basis. Mr. Wujek resigned his position as President and Chief Executive Officer effective as~~ of ~~March~~its 15Board, ~~2010. Simultaneously~~in ~~with~~consideration ~~his resignation, the employment agreement between us and Mr. Wujek was terminated and all~~ of the ~~2,000,000~~payment ~~stock options previously granted to Mr. Wujek, none~~ of ~~which had vested~~$13, ~~were forfeited~~750. ~~Accordingly,~~ ~~during~~Each ~~the~~unit ~~year~~consisted ~~ended December 31, 2010, we recorded a reversal~~ of ~~stock~~one share ~~compensation expense previously recorded for the fair value~~ of ~~Mr.~~common ~~Wujek’s~~ stock ~~options~~and ~~of $2,667,500. During the year ended December 31, 2009, we did not recognize any stock~~one-~~based~~half ~~compensation~~of ~~expense~~a ~~related~~BF toSeries ~~the~~A ~~2,000,000 stock options granted to Mr~~Warrant. ~~Wujek.~~

On ~~March~~May 1510, ~~2010~~2011, asBluFlow ~~compensation~~sold ~~for providing services as a non-employee director~~50,000 weunits of ~~granted~~its ~~Mr.~~securities ~~Wujek a stock option~~ to ~~purchase~~Dr. upArturo ~~to 400~~Keller,~~000~~ ~~shares~~a offormer ~~our~~member ~~common~~of ~~stock~~its atBoard, anin ~~exercise~~consideration ~~price~~ of ~~$0.04~~the ~~per~~payment ~~share. Mr. Wujeks’s option grant~~ of ~~400~~$5,000. ~~shares~~Each ~~vested~~unit asconsisted of ~~follows:~~one ~~200,000~~share ~~on the date~~ of ~~grant;~~common ~~66,667~~stock onand ~~March~~one-half ~~15,~~of ~~2011;~~a ~~66,667~~BF onSeries ~~March~~A ~~15, 2012 and 66,666 on March 15, 2013~~Warrant.

~~Pursuant~~On toJuly ~~the~~1, ~~terms~~2011, ~~of the option agreement between us and~~ Mr. ~~Wujek,~~Patel ~~the~~converted ~~option~~$16,500 owed to ~~purchase~~him upas toreimbursable ~~400~~business expense into 165,000 shares of ~~our~~BluFlow’s common stock ~~terminated~~pursuant ~~at such time as Mr. Wujek ceased~~ to ~~serve~~his asconsulting ~~one~~agreement with ~~of our directors~~BluFlow. ~~Mr. Wujek then would have 90 days to exercise the option to the extent vested.~~

The grant date fair value of the 400,000 stock options granted to Mr. Wujek on March 15, 2010, was $12,000 using the Black-Scholes option pricing model with the following weighted average assumptions: expected volatility of 114.7%, risk-free interest rate of 3.2%, expected life of six years, and a 0% dividend yield. The $12,000 was amortized over the requisite service period for each tranche of options as outlined above. Please refer to “COMPENSTION OF DIRECTORS” below.44

48On July 1, 2011, S&C converted $11,662 owed under the Engagement Letter as reimbursable disbursements into 116,620 shares of BluFlow’s common stock.

On ~~June~~November 1711, ~~2010~~2011, ~~Mr.~~BluFlow ~~Greg~~entered ~~Wujek~~into a ~~tendered his~~ resignation asagreement ~~one~~with ofDr. ~~our Directors~~Keller, ~~effective~~a asformer ~~of that date. Of the 400~~director,~~000~~ ~~stock~~pursuant ~~options previously granted~~ to ~~Mr.~~which ~~Wujek~~it onissued ~~March 15~~50, ~~2010, 200,~~000 ~~had~~shares vested and were exercisable through September 19, 2010. All 400,000 stock options granted to Mr. Wujek on March 15, 2010 expired unexercised. During the year ended December 31, 2010, the Company recorded stock compensation of ~~$6,152~~its ~~for~~common ~~the amortization of the 400,000~~ stock ~~options granted~~ to MrDr. ~~Wujek and a reversal of stock compensation expense of $152 for the same stock option for a net $6,000 recorded as stock compensation expense during the year ended December 31, 2010~~ Keller.

~~(4) Mr. Krauss was appointed to the Board of Directors on October 11~~Review, ~~2007.~~Approval Heor ~~was~~Ratification ~~appointed to the positions~~ of ~~Chief~~Transactions ~~Financial Officer, Secretary and Treasurer on December 11, 2008. M. Krauss resigned from all positions~~ with us on June 17, 2010. Mr. Krauss received compensation as a non-employee director. He did not receive additional compensation for the period of time when he served as our Chief Financial Officer. See “COMPENSATION OF DIRECTORS” below.Related Persons

Our unwritten policy with regard to transactions with related persons is that all material transactions are to be reviewed by the entire Board for any possible conflicts of interest. In the event of a potential conflict of interest, the Board will generally evaluate the transaction in terms of the following standards: (5i) ~~This~~the ~~column~~benefits ~~includes~~to ~~both~~us; ~~employee~~(ii) ~~and~~the ~~employer~~impact on a director’s independence in the event the related ~~payroll~~person ~~taxes~~is ~~paid~~a ondirector, ~~behalf~~an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii) the ~~employee~~availability of other sources for comparable products or services; (iv) the terms and conditions of the transaction; and (v) the terms available to unrelated parties or the employees generally. The Board will then document its findings and conclusion in written minutes.

~~(6)~~Director This column reflects the grant date fair value of option awards as determined in accordance with FASB ASC Topic 718. For information regarding significant factors, assumptions and methodologies used in determining the fair value of stock options, see “Note 14. Stock Options” to the PhytoMedical Technologies, Inc. Consolidated Financial Statements contained in this Form 10-K.Independence

~~(7)~~Please ~~Represents~~refer ~~amounts~~to ~~paid~~“Director ~~for~~Independence” ~~health~~under ~~care~~the section ~~insurance~~titled “CORPORATE GOVERNANCE” in “ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.”

~~OUTSTANDING~~ITEM ~~EQUITY~~14. ~~AWARDS~~PRINCIPAL ATACCOUNTING ~~FISCAL-YEAR~~FEES ~~END~~AND SERVICES

WeINDEPENDENT ~~have~~PUBLIC ~~no equity awards outstanding at December 31, 2010.~~ACCOUNTANTS

~~COMPENSATION~~Peterson OFSullivan, ~~DIRECTORS~~LLP (“Peterson Sullivan”) currently serves as our independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2011; Li & Co. served as our independent registered public accounting firm to audit our financial statements for the fiscal years ended December 31, 2011 and 2010. To the knowledge of management, neither such firm nor any of its members has any direct or material indirect financial interest in us or any connection with us in any capacity otherwise than as independent accountants.

WeBluFlow doused ~~not~~Li ~~pay~~& ~~director~~Co. ~~compensation~~as toits ~~directors~~independent ~~who~~auditor ~~are~~for ~~also~~the fiscal ~~our~~years ~~employees. Our~~ended ~~Board~~December of31, ~~Directors~~2010 ~~determines~~and ~~the~~2011; ~~non-employee~~Ceres ~~directors’~~Ventures, ~~compensation~~Inc. used Peterson Sullivan as its auditor for ~~serving~~those onfiscal years. After the ~~Board~~Reverse ~~and~~Merger the Company continued to use Peterson Sullivan as its ~~committees~~independent auditor. InThe ~~establishing~~change ~~director~~from ~~compensation,~~Li ~~the~~& ~~Board~~Co. to isPeterson ~~guided~~Sullivan bywas not due to any disagreements between the ~~following~~Company ~~goals:~~and Li & Co.

·Our ~~Compensation~~Board, ~~should~~in ~~consist~~its ofdiscretion, amay ~~combination~~direct the appointment of different ~~cash~~public ~~and~~accountants ~~equity~~at ~~awards~~any time during the year, if the Board believes that ~~are~~a ~~designed~~change towould ~~fairly~~be ~~pay~~in the ~~directors~~best ~~for~~interests ~~work~~of the ~~required~~stockholders. ~~for~~The aBoard ~~company~~has ofconsidered ~~PhytoMedical~~the ~~Technologies~~audit fees, ~~Inc.’s~~audit-related ~~size~~fees, tax fees and ~~scope;~~other fees paid to Peterson Sullivan, as disclosed below, and has determined that the payment of such fees is compatible with maintaining the independence of the accountants.

·We ~~Compensation~~do ~~should~~not ~~align~~currently ~~the~~have ~~directors’~~an ~~interests~~audit ~~with the long-term interests of stockholders; and~~committee.

·PRINCIPAL ~~Compensation~~ACCOUNTING ~~should~~FEES ~~assist~~AND ~~with attracting and retaining qualified directors.~~SERVICES

~~Until~~The ~~May~~following ~~31,~~table ~~2010,~~presents ~~non-employee~~aggregate ~~Board~~fees ~~members received $250 per month~~ for professional services ~~rendered~~during in the ~~capacity~~years ofended aDecember ~~Board member plus $100 per Board meeting attended. The Board approved an increase~~31, ~~effective~~2011 ~~June 1, 2010, in non-employee Board fees to $750 per month. Directors are entitled to participate in,~~ and ~~have been issued options under, our 2005 Stock Plan. We also reimburse directors for any actual expenses incurred to attend meetings of the Board.~~2010:

The following table provides information regarding all compensation paid to our non-employee directors during the fiscal year ended December 31, 2010.

	Years Ended
	December 31,
	2011			2010
Audit fees		12,000	⁽¹⁾		8,500	⁽¹⁾
Tax related fees		1,000			700
Total fees		12,000			12,000

4945

	Director Compensation
	Fees Earned or
	Paid in		Stock
Name	Cash ($) (1)		Awards ($) (2)		Total ($)
Gary Branning (3)	$	1,600	$	6,000	$	7,600
Raymond Krauss (4)		1,600		6,000		7,600
Greg Wujek (5)		750		12,000		12,750
Jeet S. Sidhu (6)		5,250		—		5,250
Total director compensation	$	9,200	$	24,000	$	33,200

Audit Fees

~~(1)~~Audit ~~The~~fees ~~amounts~~paid into ~~this~~Peterson ~~column~~Sullivan ~~represent~~for the ~~monthly~~years ~~cash~~ended ~~meeting~~December 31, ~~fee~~2011 ~~earned~~and by2010, ortotaled ~~paid~~$12,000 toand ~~our~~$3,500 ~~non-employee~~and ~~directors~~consist of the aggregate fees billed by Peterson Sullivan for ~~service~~the ~~during~~audit of the 2011 ~~fiscal~~and ~~year~~2010 financial statements included in our Annual Report on Form 10-K yeas ended December 31, ~~2010~~2011.

~~(2)~~Audit ~~This~~fees ~~column~~paid ~~reflects~~to ~~the~~Li ~~aggregate~~& ~~grant~~Co. ~~date~~for ~~fair~~the ~~value~~years ~~computed~~ended inDecember 31, ~~accordance~~2011 ~~with~~and ~~FASB~~2010, ~~ASC~~totaled ~~Topic~~$3,500 ~~718.~~and ~~For~~$5,000, ~~information regarding significant factors~~respectively, ~~assumptions~~ and ~~methodologies~~consist ~~used~~of ~~in determining~~ the ~~fair~~aggregate ~~value~~fees ofbilled ~~our~~by ~~stock~~Li ~~options,~~& ~~see “Note~~Co. 14for ~~Stock~~the ~~Options”~~review of inour ~~the~~quarterly ~~consolidated~~financial ~~notes~~statements toduring ~~the~~2011 ~~financial~~and ~~statements~~the ~~included~~audit infor ~~this~~2010 ~~Form~~financial ~~10-K~~statements.

~~(3)~~Tax Mr. Branning was appointed to the Board of Directors on September 13, 2006 and to the positions of Chief Financial Officer on September 5, 2008. Mr. Branning resigned as our Chief Financial Officer, effective December 11, 2008 and as one of our Directors on June 1, 2010. Mr. Branning received compensation as a non-employee director. He did not receive compensation for the period of time when he served as our Chief Financial Officer.Fees

OnOur ~~March~~tax ~~15,~~filings ~~2010,~~were weprepared ~~granted~~by ~~Mr.~~Peterson ~~Branning~~Sullivan aand ~~stock~~Frank J. ~~option to purchase up to 200~~Fabio,~~000~~ ~~shares~~CPA; oftax ~~our~~fees ~~common~~for ~~stock~~the atyears anended ~~exercise~~December ~~price of $0.04 per share. The grant date fair value of the 200~~31,~~000~~ ~~stock~~2011 ~~options~~and ~~granted to Mr. Branning on March 15,~~ 2010, ~~was~~totaled $61,000 ~~using~~and ~~the~~$700 ~~Black-Scholes~~and ~~option~~consist ~~pricing~~of ~~model with~~ the ~~following~~aggregate ~~weighted~~fees billed ~~average~~by ~~assumptions:~~Peterson ~~expected~~Sullivan ~~volatility~~and ~~of 114~~Mr.~~7%,~~ ~~risk-free~~Fabio ~~interest~~for ~~rate~~professional ofservices ~~3.2%,~~rendered ~~expected~~for ~~life~~tax ofcompliance, ~~six~~tax ~~years,~~advice and atax ~~0% dividend yield~~planning.

AsPART ~~of his resignation date as one of our Directors, none of the 200,000 stock options previously granted to Mr. Branning on March 15, 2010 had vested and the options have been forfeited.~~IV

~~(4)~~ITEM Mr15. ~~Krauss was appointed to the positions of Chief Financial Officer~~EXHIBITS, ~~Secretary~~FINANCIAL ~~and~~STATEMENT ~~Treasurer on December 11, 2008~~SCHEDULES. M. Krauss resigned from all positions with us on June 17, 2010. Mr. Krauss received compensation as a non-employee director. He did not receive additional compensation for the period of time when he served as our Chief Financial Officer.

~~On March 15, 2010, we granted Mr. Krauss~~ (a) ~~stock option to purchase up to 200,000 shares of our common stock at an exercise price of $0.04 per share.~~ The ~~grant date fair value of the 200,000 stock options granted to Mr. Krauss on March 15, 2010, was $6,000 using the Black-Scholes option pricing model with the~~ following ~~weighted~~documents ~~average~~are ~~assumptions:~~filed ~~expected~~as ~~volatility~~a ofpart ~~114.7%, risk-free interest rate~~ of ~~3.2%,~~this ~~expected life of six years, and a 0% dividend yield.~~Form 10-K:

~~As of his resignation date as one of our Directors, none of the 200,000 stock options previously granted to Mr~~1. ~~Krauss~~Financial ~~on March 15, 2010 had vested and the options have been forfeited.~~Statements

~~(5)~~The Onfollowing ~~April~~financial 3,statements ~~2006,~~are weincluded ~~appointed~~in ~~Mr.~~Part ~~Wujek to the positions of President and Chief Executive Officer and as a Director. Mr. Wujek resigned his position as President and Chief Executive Officer effective as of March 15~~II, Item ~~2010.~~8 ~~On March 15, 2010, as compensation for providing services as a non-employee director, we granted Mr. Wujek a stock option to purchase up to 400,000 shares~~ of ~~our~~this ~~common~~Form ~~stock at an exercise price of $0.04 per share. Mr. Wujeks’s option grant of 400,000 shares vested as follows~~10-K: ~~200,000 on the date of grant; 66,667 on March 15, 2011; 66,667 on March 15, 2012 and 66,666 on March 15, 2013.~~

50· Report of Independent Registered Public Accounting Firm;

~~Pursuant~~· toConsolidated ~~the~~Balance ~~terms~~Sheets ~~of the option agreement between us and Mr. Wujek, the option to purchase up to 400,000 shares of our common stock terminated at such time~~ as ~~Mr. Wujek ceased to serve as one~~ of ~~our~~December ~~directors.~~31, ~~Mr.~~2011 ~~Wujek~~and ~~then would have 90 days to exercise the option to the extent vested.~~2010;

~~The~~· ~~grant~~Consolidated ~~date~~Statements ~~fair~~of ~~value~~Operations offor the ~~400,000~~year ~~stock~~ended ~~options~~December ~~granted to Mr. Wujek on March 15~~31, ~~2010~~2011, ~~was $12,000 using~~ the ~~Black-Scholes~~period ~~option~~from ~~pricing~~October ~~model with the following weighted average assumptions: expected volatility of 114.7%~~14, ~~risk-free~~2010 ~~interest~~(Inception) ~~rate~~through ofDecember ~~3.2%~~31, ~~expected life of six years~~2010, and ~~a 0% dividend yield. The $12,000 was amortized over~~ the ~~requisite~~cumulative ~~service~~ period ~~for~~from ~~each~~October ~~tranche~~14, of2010 ~~options~~(Inception) asto ~~outlined~~December ~~above.~~31, 2011;

On· ~~June~~Consolidated ~~17,~~Statement ~~2010, Mr. Greg Wujek tendered his resignation as one~~ of ~~our~~Stockholders’ ~~Directors,~~Deficit ~~effective~~from asOctober ~~of that date. Of the 400~~14,~~000~~ ~~stock options previously granted to Mr. Wujek on March 15,~~ 2010, ~~200,000~~(Inception) ~~had vested and were exercisable through September 19, 2010. All 400,000 stock options granted~~ to ~~Mr.~~December ~~Wujek on March 15~~31, ~~2010 expired unexercised.~~2011;

· Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010, the period from October 14, 2010 (6Inception) ~~Mr.~~through ~~Sidhu~~December ~~was~~31, ~~appointed~~2010, ~~one~~and ofthe ~~our~~cumulative ~~Directors~~period onfrom ~~June~~October 314, 2010. (Inception) to December 31, 2011;

~~SCIENTIFIC~~· ~~ADVISORY~~Notes ~~BOARD~~to Consolidated Financial Statements.

We maintain a Scientific Advisory Board (“Advisory Board”), the members of which provide, from time to time, at our request, advice regarding specific facets of our ongoing scientific research and development and general corporate activities2. We believe that each member of the Advisory Board brings distinct scientific, clinical, and business development experience which can be called-upon as needed during various phases of our active research, development and commercial development.Exhibits

The ~~members~~exhibits oflisted in the ~~Advisory~~Exhibit ~~Board~~Index, ~~are~~which ~~compensated~~appears ~~for~~immediately following ~~their services at~~ the ~~rate~~signature ~~of $250 per hour~~page, ~~not~~are toincorporated ~~exceed~~herein $1by reference,~~250~~ ~~per~~and ~~day. We~~are ~~also~~filed ~~reimburse~~as ~~members~~part of ~~the~~this ~~Advisory~~Form ~~Board for out~~10-~~of-pocket expenses related to their services performed on our behalf~~K.

~~Currently,~~3. ~~our~~Financial ~~Advisory~~Statement ~~Board members are:~~Schedules

Name		Held Position Since
Reza Fathi		April 2008
Charles Lee, PhD		August 2006
Jatinder S. Bhogal		September 2008
Li-Xi Yang, MD, PhD		January 2009

Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above.

~~Reza Fathi~~46

Dr. Reza Fathi is an expert in pharmaceutical research and development with 20 years of experience in medicinal chemistry, designing experimental protocols and managing research teams. Dr. Fathi is first author of numerous patents and more than a dozen scientific publications in subjects including small molecule drug discovery, lead compound identification and synthesis of natural product based molecular libraries. Dr. Fathi’s expertise is widely respected, garnering him an array of appointments to prestigious medicinal chemistry positions including Chemistry Core Manager at Harvard Medical School’s Harvard Institute of Chemistry and Cell Biology, Director of Research Operations for XTL biopharmaceuticals, Director of Research Operations for vivoquest, and Member of the Scientific Advisory Committee for Proseed Capital Holding CVA in addition to his appointment at PhytoMedical Technologies, Inc.SIGNATURES

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

~~Dr.~~Ceres ~~Charles Lee’s professional career encompassed academia (1977-1987)~~Ventures, ~~pharmaceutical~~Inc. ~~industry~~ (~~1987-1993~~Registrant) ~~and contract research organization (1993-2004). He is currently a professor of pharmaceutical Sciences at the Gregory School of Pharmacy, Palm Beach Atlantic University.~~

April 13, 2011	By	*/s/ Meetesh Patel*
	Name: Meetesh Patel
	Title: President, Chief Executive Officer and Director
	(Principal Executive Officer)

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

Since December 1993, Mr. Bhogal has worked as a business consultant to emerging growth companies. For over 15 years, Mr. Bhogal has provided early business development guidance and consulting, on a contract basis, to companies developing healthcare services, medical devices, pharmaceuticals and vaccines, solar-photovoltaics, biofuels, and information technology solutions.

Signature	Title	Date

/s/ Meetesh Patel	President, Chief Executive Officer and Director (Principal Executive Officer)	April 13, 2012
Meetesh Patel

/s/ Janet Bien	Chief Financial Officer (Principal Financial Officer, and Principal Accounting Officer)	April 13, 2012
Janet Bien

/s/ Jeet Sidhu	Director	April 13, 2012
Jeet Sidhu

/s/ Joseph Sierchio	Director	April 13, 2012
Joseph Sierchio

~~Li-Xi Yang~~47

~~Dr.~~Exhibit Li-Xi Yang has more than 25 years of experience in the fields of cancer research, credited with many patents on anticancer compounds and publications in peer-reviewed journals. Dr. Yang completed his Postdoctoral Fellowship at Dartmouth Medical School, where he received his PhD in Pharmacology and Toxicology. He currently serves as Director of Radiation Oncology Residency Education and Senior Scientist at California Pacific Medical Center Research Institute. Dr. Yang also serves as Director of Academic Research at St. Mary’s Medical Center, San Francisco, CA. Dr. Yang is an active member of several professional committees, including: Graduate Medical Education Committee, Institutional Review Board, and Institutional Animal Care and Use Committee. Index

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger between Ceres Ventures, Inc., Ceres Ventures Acquisition Corp. and BluFlow Technologies, Inc., dated December 29, 2011*

2.2		Certificate of Merger*

3.1		Amended and Restated Articles of Incorporation*

3.2		By Laws*

3.3		Certificate of Amendment to the Articles of Incorporation*

3.4		Certificate of Change*

4.1		Form of Subscription Agreement*

4.2		Form of Series B Warrant*

4.3		Form of Exchange Warrant*

10.1		Sponsored Research Agreement with Iowa State University dated February 1, 2007*

10.2		Exclusive license agreement with Iowa State University Research Foundation Inc. dated June 12, 2006*

10.3		Agreement with Latitude Pharmaceuticals, Inc. dated July 6, 2009*

10.4		Amendment dated October 23, 2009, to the Latitude Agreement*

10.5		Redacted License Agreement dated September 1, 2008, with the Trustees of Dartmouth College*

10.6		Sponsored Research Agreement dated May 25, 2007 with Dartmouth College*

10.7		Technologies Research Agreement with Dartmouth College as amended*

10.8		Employment Agreement with Greg Wujek dated April 6, 2006*

10.9		Stock Option Agreement with Greg Wujek dated August 1, 2006*

10.10		Employment Agreement with James F. Lynch dated March 15, 2010*

10.11		Stock Option Agreement with James F. Lynch dated March 15, 2010*

10.12		Convertible Promissory Note dated March 1, 2010, in the original principal amount of $1,067,527.40*

10.13		Convertible Promissory Note dated March 2, 2010, in the original principal amount of $40,000*

10.14		Amendment No. 1 dated April 13, 2010, to the March 2, 2010, Promissory Note*

10.15		Stock Option Agreement between PhytoMedical Technologies and Raymond Krauss*

The following table sets forth certain information as of March 21, 2011 by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock, and (ii) by each director, director nominee, and Named Executive Officer and (iii) by all executive officers and directors as a group:48

Name and Address of Beneficial Owner		Positions and Offices Held	Number of Shares Beneficially Owned (1)		Percent of Class(1)
10.16	Stock Option Agreement between PhytoMedical Technologies and Gary Branning*
Amit S. Dang 100 Overlook Drive, 2nd Floor, Princeton, NJ 08540		President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Director		1,500		*	%
10.17	Stock Option Agreement between PhytoMedical Technologies and Greg Wujek*
Jeet S. Sidhu 100 Overlook Drive, 2nd Floor Princeton, NJ 08540		Director		164,800		*	%
10.18	Employment Resignation Agreement between PhytoMedical Technologies, Inc. and Greg Wujek*
1420525 Alberta Ltd. (2) 1628 West 1st Avenue, Suite 216 Vancouver, British Columbia, V6J 1G1		Stockholder		85,730,171		35.5	%
10.19	Executive Services Agreement Dated June 3, 2010, between PhytoMedical Technologies, Inc. and Amit S. Dang*
All Directors and Officers as a Group (2 persons)				166,300		*	%
10.20	Memorandum of Intent dated August 25, 2010, between PhytoMedical Technologies, Inc. and Standard Gold Corp.*
10.21	Bridge Loan Agreement dated August 25, 2010, between PhytoMedical Technologies, Inc. and Standard Gold Corp.*
10.22	Promissory Note dated August 25, 2010, issued by Standard Gold Corp.*
10.24	Share Exchange Agreement dated October 22, 2010, between PhytoMedical Technologies, Inc., Standard Gold Corp. and the stockholders of Standard Gold Corp.*
10.25	Termination Agreement and Mutual Release dated December 24, 2010, between PhytoMedical Technologies, Inc. and Standard Gold Corp.*
10.26	Letter from Dartmouth College dated January 20, 2011, terminating the Exclusive License Agreement dated September 1, 2008, between Dartmouth College and PhytoMedical Technologies, Inc.*
10.27	Restated 8.5% Convertible Promissory Note in the principal amount of $100,000 dated May 20, 2011, between Jeet Sidhu and PhytoMedical Technologies, Inc.*
10.28	Amendment No. 1 dated July 14, 2011, to the Promissory Note in the principal amount of $100,000 dated May 20, 2011, between Jeet Sidhu and PhytoMedical Technologies, Inc.*
10.29	Amendment No. 2 dated December 29, 2011, to the Promissory Note in the principal amount of $100,000 dated May 20, 2011, between Jeet Sidhu and PhytoMedical Technologies, Inc.
10.30	Redacted Letter of Intent dated May 11, 2010, between Appeal Capital Corp. and the Regents of the University of California* (1)
10.31	Redacted Asset Purchase Agreement dated October 20, 2010, between Appeal Capital Corp, and AcquaeBlu Corp.* (1)
10.32	8% Non-Negotiable Promissory Note dated October 20, 2010, in the original principal amount of $12,000 issued it Appeal Capital Corp.*
10.33	Redacted Consent of Substitution of Party dated October 21, 2010, between Appeal Capital Corp., Nascent Water Technologies, Inc. and the Regents of the University of California* (1)
10.34	Redacted Amendment No. 1 to Letter of Intent dated September 10, 2010, between Nascent Water Technologies, Inc. and the Regents of the University of California* (1)
10.35	Redacted Amendment No. 2 to Letter of Intent dated December 7, 2010, between Nascent Water Technologies, Inc. and the Regents of the University of California* (1)

* less than 1%49

(1) Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 241,487,995 shares of common stock issued and outstanding on a fully diluted basis as of March 21, 2011. Unless otherwise stated below, each such person has sole voting and investment power with respect to all such shares. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.

10.36	Redacted Amendment No. 3 to Letter of Intent dated May 5, 2011, between Nascent Water Technologies, Inc. and the Regents of the University of California* ⁽¹⁾

10.37	Redacted Research Agreement dated December 9, 2010, between Nascent Water Technologies, Inc. and the Regents of the University of California* ⁽¹⁾

10.38	Redacted Service Agreement dated July 7, 2011, between BluFlow Technologies, Inc. and Applied Power Concepts, Inc.* ⁽¹⁾

10.39	Redacted Exclusive License Agreement dated October 10, 2011, between BluFlow Technologies, Inc. and the Regents of the University of California* ⁽¹⁾

10.40	Rayat Settlement Agreement dated December 29, 2011*

10.41	Sidhu Settlement Agreement dated December 29, 2011*

10.42	S&C Settlement Agreement dated December 29, 2011*

10.43	At-Will Consulting Agreement dated December 29, 2011, between Ceres Ventures, Inc. and Meetesh Patel*

10.44	At-Will Consulting Agreement dated December 29, 2011, between Ceres Ventures, Inc. and Janet Bien*

21.1	List of Subsidiaries of Ceres Ventures, Inc.*

31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+

31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+

32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

99.1	Ceres Ventures, Inc. 2011 Long-Term Incentive Plan*

52* Previously filed

~~(2)~~+ ~~1420525~~Filed Alberta Ltd, is a private Alberta corporation wholly owned by Mr. Harmel Rayat, a former officer, former director, and former majority stockholder. In such capacity, Mr. Rayat may be deemed to have beneficial ownership of these shares.herewith

~~CHANGES~~(1) INPortions ~~CONTROL~~of this exhibit have previously been redacted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.

~~There are no understandings or agreements known by management at this time which would result in a change in control of the Company.~~ 50

We do not have any change-of-control or severance agreements with any of our executive officers or directors.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We do not have a formal written policy for the review and approval of transactions with related parties. However, our Code of Ethics and Corporate Governance Principles require actual or potential conflict of interest to be reported to the Board of Directors. Our employees are expected to disclose personal interests that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities and obligations to us. Periodically, we inquire as to whether or not any of our Directors have entered into any transactions, arrangements or relationships that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board of Directors and outside legal counsel review the transaction and relationship disclosed and the Board makes a formal determination regarding each Director's independence. If the transaction is deemed to present a conflict of interest, the Board of Directors will determine the appropriate action to be taken.

Transactions with Related Persons

Since the beginning of the fiscal year ended December 31, 2010, there have been no transactions in which we were or are a participant in which the amount involved exceeded $120,000 and in which any related person (as that term is defined for purposes of Section 404 (a) of Regulation S-K) had or will have a direct or indirect material interest and there are currently no such proposed transactions. For related party transactions that do not exceed $120,000 please see “Note 16. Related Party Transactions” in the consolidated notes to the financial statements included in this Form 10-K.

Review, Approval or Ratification of Transactions with Related Persons

Our policy with regard to transactions with related persons is that all material transactions are to be reviewed by the entire Board of Directors for any possible conflicts of interest. In the event of a potential conflict of interest, the Board will generally evaluate the transaction in terms of the following standards: (i) the benefits to us; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms and conditions of the transaction; and (v) the terms available to unrelated parties or the employees generally. The Board will then document its findings and conclusion in written minutes.

Director Independence

Please refer to “Director Independence” under the section titled “CORPORATE GOVERNANCE” in “ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE”.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

INDEPENDENT PUBLIC ACCOUNTANTS

Peterson Sullivan, LLP (“Peterson Sullivan”) currently serves as our independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2010. To the knowledge of management, neither such firm nor any of its members has any direct or material indirect financial interest in us or any connection with us in any capacity otherwise than as independent accountants.

Our Board of Directors, in its discretion, may direct the appointment of different public accountants at any time during the year, if the Board believes that a change would be in the best interests of the stockholders. The Board of Directors has considered the audit fees, audit-related fees, tax fees and other fees paid to Peterson Sullivan, as disclosed below, and has determined that the payment of such fees is compatible with maintaining the independence of the accountants.

We do not currently have an audit committee.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents aggregate fees for professional services rendered by Peterson Sullivan during the years ended December 31, 2010 and 2009.

	December 31,
	2010		2009
Audit fees	$	30,186	$	27,858
Audit-related fees		9,614		—
Tax fees		6,506		4,840
Total fees	$	46,306	$	32,698

Audit Fees

Audit Fees for the years ended December 31, 2010 and 2009 totaled $58,044 and consist of the aggregate fees billed by Peterson Sullivan for the audit of the consolidated financial statements included in our Annual Report on Form 10-K and review of interim consolidated financial statements included in the quarterly reports on Form 10-Q for the years ended December 31, 2010 and 2009.

Audit-Related Fees

Audit-related fees for the years ended December 31, 2010 and 2009 totaled $9,614 and consist of the aggregate fees billed by Peterson Sullivan for the review and providing of consents for our Form S-1 and amendments thereto that were filed with the Securities and Exchange Commission.

Tax Fees

Tax Fees for the years ended December 31, 2010 and 2009 totaled $11,346 and consist of the aggregate fees billed by Peterson Sullivan for professional services rendered for tax compliance, tax advice and tax planning.

All Other Fees

There were no other fees billed by Peterson Sullivan for the years ended December 31, 2010 and 2009.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this Form 10-K:

1. Financial Statements

The following financial statements are included in Part II, Item 8 of this Form 10-K:

· Report of Independent Registered Public Accounting Firm

· Consolidated Balance Sheets as of December 31, 2010 and 2009

· Consolidated Statements of Operations for the Years Ended December 31, 2010 and 2009

· Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2010 and 2009

· Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009

· Notes to Consolidated Financial Statements

2. Exhibits

The exhibits listed in the Exhibit Index, which appears immediately following the signature page, are incorporated herein by reference, and are filed as part of this Form 10-K.

3. Financial Statement Schedules

SIGNATURES

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

	PhytoMedical Technologies, Inc.
	(Registrant)
March 28, 2011	By:	/s/ Amit S. Dang
	Amit S. Dang
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

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

Signature	Title	Date
/s/ Amit S. Dang	Chief Executive Officer and Chief	March 28, 2011
Amit S. Dang	Financial Officer
	(Principal Executive Officer,
	Principal Financial Officer, and
	Principal Accounting Officer)
/s/ Jeet S. Sidhu	Director	March 28, 2011
Jeet S. Sidhu

Exhibit Index

Exhibit No.		Description of Exhibit
3.1		Amended and Restated Articles of Incorporation(1)
3.2		By Laws(1)
4.1		Form of Subscription Agreement(1)
4.2		Form of Series B Warrant(1)
10.1		Sponsored Research Agreement with Iowa State University dated February 1, 2007(1)
10.2		Exclusive license agreement with Iowa State University Research Foundation Inc. dated June 12, 2006(1)
10.3		Agreement with Latitude Pharmaceuticals, Inc. dated July 6, 2009(1)
10.4		Amendment dated October 23, 2009 to the Latitude Agreement(1)
10.5		Redacted License Agreement dated September 1, 2008 with the Trustees of Dartmouth College(1)
10.6		Sponsored Research Agreement dated May 25, 2007 with Dartmouth College(1)
10.7		Technologies Research Agreement with Dartmouth College as amended(1)
10.8		Employment Agreement with Greg Wujek dated April 6, 2006(1)
10.9		Stock Option Agreement with Greg Wujek dated August 1, 2006(1)
10.10		Employment Agreement with James F. Lynch dated March 15, 2010(1)
10.11		Stock Option Agreement with James F. Lynch dated March 15, 2010(1)
10.12		Convertible Promissory Note dated March 1, 2010 in the original principal amount of $1,067,527.40(1)
10.13		Convertible Promissory Note dated March 2, 2010 in the original principal amount of $40,000(1)
10.14		Amendment No. 1 dated April 12, 2010 to the March 1, 2010 Promissory Note in the original principal amount of $1,067,527.40(1)
10.15		Amendment No. 1 dated April 12, 2010 to the March 2, 2010 Promissory Note in the original principal amount of $40,000(1)
10.16		Stock Option Agreement between PhytoMedical Technologies and Raymond Krauss(1)
10.17		Stock Option Agreement between PhytoMedical Technologies and Gary Branning(1)
10.18		Stock Option Agreement between PhytoMedical Technologies and Greg Wujek(1)
10.19		Employment Resignation Agreement between PhytoMedical Technologies, Inc. and Greg Wujek(1)

10.20		Contract Interim Executive-Services Agreement dated June 3, 2010 between the Company and Amit S. Dang. (2)
10.21		Memorandum of Intent dated August 25, 2010, between the Company and Standard Gold Corp. (3)
10.22		Bridge Loan Agreement and Promissory Note dated August 25, 2010, between the Company and Standard Gold Corp. (3)
10.23		Share Exchange Agreement dated October 22, 2010 by and among PhytoMedical Technologies, Inc., Standard Gold Corp. and the shareholders of Standard Gold Corp. *
10.24		Termination Agreement and Mutual Release, dated as of December 24, 2010 by and among PhytoMedical Technologies, Inc., Standard Gold Corp. the shareholders of Standard Gold Corp, and Sierchio & Company, LLP. *
10.25		Letter from Dartmouth College dated January 20, 2011, terminating the Exclusive License Agreement dated September 1, 2008 between Dartmouth College and PhytoMedical Technologies, Inc. *
10.26		Code of Ethics. *
23.1		Consent of Peterson Sullivan LLP. *
31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13(a)-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 USC. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

*Filed herewith.

(1) Incorporated by reference to the Company’s Form S-1/A as filed with the Commission on April 26, 2010.

(2) Incorporated by reference to the Company’s Form 10-Q for the quarter ended June 30, 2010 as filed with the Commission on August 13, 2010.

(3) Incorporated by reference to the Company’s Form 10-Q for the quarter ended September 30, 2010 as filed with the Commission on October 21, 2010.

Filing Compare · Ceres Ventures, Inc.