UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

____________________

FORM 10-Q

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

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

For the quarterly period ended ~~September 30~~March 31, ~~2011~~2012

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	~~87-0429962~~
(State or other jurisdiction of	(I.R.S. Employer	~~(I.R.S. Employer~~
incorporation or organization)	Identification No.)	~~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)	~~(Zip Code)~~

(800) 611-3388

(Registrant’s telephone number, including area code)

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

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

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 T ¨ No o x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~241,487,995~~As ~~shares~~ of ~~common~~May ~~stock~~21, ~~par~~2012, ~~value~~there ~~$0.00001~~were 85,031,557 shares ~~were~~of ~~outstanding~~the onregistrant’s ~~November~~common 1,stock ~~2011~~outstanding.

~~PHYTOMEDICAL~~TABLE ~~TECHNOLOGIES,~~OF ~~INC.~~CONTENTS

~~FORM~~CERES ~~10-Q~~VENTURES, INC.

~~For~~QUARTERLY ~~the~~REPORT ~~Periods~~ON ~~Ended~~FORM ~~September 30, 2011 and 2010~~10-Q

~~Table~~FOR ofTHE ~~Contents~~QUARTER ENDED MARCH 31, 2012

PART I FINANCIAL INFORMATION

PART I FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)		2

Consolidated Balance Sheets		2

Consolidated Statements of Operations		3

Consolidated Statements of Stockholders’ Deficit		4

Consolidated Statements of Cash Flows		5

Notes to Consolidated Financial Statements		6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18

Item 4.	Controls and Procedures	22

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	23

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

Item 3.	Defaults Upon Senior Securities	23

Item 5.	Other Information	23

Item 6.	Exhibits	23

Item 14.	Principal Accounting Fees and Services

PART IV

SIGNATURES		27

CERTIFICATIONS

Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Stockholders’ Equity (Deficit)	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 4. Controls and Procedures	25
PART II OTHER INFORMATION
Item 1. Legal Proceedings	26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3. Defaults Upon Senior Securities	26
Item 5. Other Information	26
Item 6. Exhibits	26
Signatures	28
Certifications

PART I – FINANCIAL INFORMATION

~~PART~~Item ~~I —~~1. ~~FINANCIAL~~Consolidated ~~INFORMATION~~Financial Statements

~~Item~~CERES 1.VENTURES, ~~Consolidated Financial Statements (Unaudited)~~INC.

~~PHYTOMEDICAL TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2011 AND DECEMBER 31, 2010~~ (~~Expressed~~A inDevelopment ~~U.S.~~Stage ~~Dollars~~Company) ~~(Unaudited)~~

	September 30,			December 31,
	2011			2010
ASSETS
Current assets
Cash and cash equivalents	$	15,070		$	44,551
Note receivable		-			30,000
Prepaid expenses and other current assets		6,386			6,377
Total assets	$	21,456		$	80,928
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	96,821		$	77,138
Interest payable		3,097			2,832
Convertible note payable, net of unamortized discount of $0 and $33,161		100,000			6,839
Accrued payroll liabilities		30,277			30,277
Total current liabilities		230,195			117,086
Long term liabilities
Convertible note payable, net of unamortized discount of $1,066,009 and $1,067,481		1,518			46
Interest payable		143,692			75,824
Total long term liabilities		145,210			75,870
Total liabilities		375,405			192,956
Commitments and Contingencies
Stockholders' equity (deficit)
Preferred stock: $0.25 par value; 1,000,000 authorized, no shares issued and outstanding at September 30, 2011 and December 31, 2010		-			-
Common stock: $0.00001 par value; 2,000,000,000 authorized, 241,487,995 shares issued and outstanding at September 30, 2011 and December 31, 2010		2,415			2,415
Additional paid-in capital		23,998,218			23,998,218
Accumulated deficit		(24,354,582	)		(24,112,661	)
Total stockholders' equity (deficit)		(353,949	)		(112,028	)
Total liabilities and stockholders' equity (deficit)	$	21,456		$	80,928

CONSOLIDATED BALANCE SHEETS

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

	March 31, 2012			December 31, 2011
	(unaudited)
ASSETS
Current assets
Cash	$	1,369		$	113,937

Total current assets		1,369			113,937

Intangible assets		64,551			51,054
Total assets	$	65,920		$	164,991

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	112,487		$	120,378
Accounts payable - related party		347,670			290,242
Convertible note payable		50,000			100,000
Promissory note payable		12,000			12,000
Accrued interest on notes payable		4,904			6,427
Accrued payroll liabilities		30,277			30,277

Total current liabilities		557,338			559,324

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 issued and outstanding
at both March 31, 2012 and December 31, 2011		850			850
Additional paid-in capital		229,143			227,273
Deficit accumulated during the development stage		(721,411	)		(622,456	)
Total stockholders' deficit		(491,418	)		(394,333	)

Total liabilities and stockholders' deficit	$	65,920		$	164,991

3See accompanying notes to the consolidated financial statements

~~PHYTOMEDICAL TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 (Expressed in U.S. Dollars) (Unaudited)~~2

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Revenue	$	-		$	-		$	-		$	-
Operating expense (income)
Director and management fees - related party		8,250			18,000			33,750			32,950
Investor relations and marketing		1,125			8,425			3,721			16,187
Wages and benefits, net of reversal of stock-based compensation of $2,667,500 during the nine months ended September 30, 2010		-			-			-			(2,566,368	)
Research and development		-			4,964			-			8,764
Professional fees		23,600			66,662			78,685			226,992
Impairment of license fee		-			15,000			-			15,000
Other operating expenses		6,491			(125	)		18,663			36,268
Total operating expense (income)		39,466			112,926			134,819			(2,230,207	)
Income (loss) from operations		(39,466	)		(112,926	)		(134,819	)		2,230,207
Other expense
Interest expense		(26,055	)		(26,379	)		(107,067	)		(68,090	)
Interest income		-			251			-			251
Foreign exchange loss		-			-			(35	)		-
Total other expense		(26,055	)		(26,128	)		(107,102	)		(67,839	)
Net income (loss)	$	(65,521	)	$	(139,054	)	$	(241,921	)	$	2,162,368
Net income (loss) per share - basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.01
Net income (loss) per share - diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.01
Weighted average number of common shares outstanding
Basic		241,487,995			241,487,995			241,487,995			221,121,695
Diluted		241,487,995			241,487,995			241,487,995			334,443,763

CERES VENTURES, INC.

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

4CONSOLIDATED STATEMENTS OF OPERATIONS

~~PHYTOMEDICAL TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY~~ (~~DEFICIT~~unaudited) ~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND THE YEAR ENDED DECEMBER 31, 2010 (Expressed in U.S. Dollars) (Unaudited)~~

													Total
							For the Period from
	Common Stock						Additional			Accumulated			Stockholders'
							October 14, 2010
	Shares			Amount			Paid-in Capital			Deficit			Equity (Deficit)
	For the Three Months Ended						(Inception) through
Balance, December 31, 2009		201,487,995		$	2,015		$	25,152,591		$	(26,140,372	)	$	(985,766	)
	March 31, 2012			March 31, 2011			March 31, 2012
Stock based compensation expense		-			-			12,768			-			12,768
REVENUE	$	-		$	-		$	-
Reversal of stock based compensation due to forfeiture of stock options		-			-			(2,674,268	)		-			(2,674,268	)
COSTS AND OPERATING EXPENSES
Beneficial conversion feature on convertible notes payable		-			-			1,107,527			-			1,107,527
Research and development		28,592			40,737			230,145
Issuance of common stock related to the 2010 Offering		40,000,000			400			399,600			-			400,000
Investor relations and marketing		6,572			2,735			26,875
Net income, year ended December 31, 2010		-			-			-			2,027,711			2,027,711
Director and management fees		35,983			25,000			174,193
Balance, December 31, 2010		241,487,995			2,415			23,998,218			(24,112,661	)		(112,028	)
Professional fees		24,187			43,213			237,412
Net loss, nine months ended September 30, 2011		-			-			-			(241,921	)		(241,921	)
Travel, office and facilities expenses		2,058			9,766			49,966
Balance, September 30, 2011		241,487,995		$	2,415		$	23,998,218		$	(24,354,582	)	$	(353,949	)
Costs and operating expenses		97,392			121,451			718,591
LOSS FROM OPERATIONS		(97,392	)		(121,451	)		(718,591	)
OTHER EXPENSE
Interest expense		1,563			240			2,820
Total other expense		1,563			240			2,820
LOSS BEFORE INCOME TAX		(98,955	)		(121,691	)		(721,411	)
INCOME TAX PROVISION		-			-			-
NET LOSS	$	(98,955	)	$	(121,691	)	$	(721,411	)
NET LOSS PER COMMON SHARE
Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Shares Outstanding		85,031,557			64,144,833

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

~~PHYTOMEDICAL~~CERES ~~TECHNOLOGIES~~VENTURES, INC. ~~CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 (Expressed in U.S. Dollars)~~

	Nine Months Ended
	September 30,
	2011			2010
Cash flows from operating activities
Net income (loss)	$	(241,921	)	$	2,162,368
Adjustments to reconcile net income (loss) to net cash used in operating activities
Accreted discount on convertible debt		34,633			2,858
Impairment of license fee		-			15,000
Stock based compensation		-			12,768
Reversal of stock based compensation due to forfeiture of stock options		-			(2,674,268	)
Changes in operating assets and liabilities:
Increase in prepaid expenses and other current assets		(9	)		(6,576	)
Increase in accounts payable		19,683			58,125
Increase in interest payable		68,133			65,231
Increase in accrued payroll liabilities		-			30,277
Net cash used in operating activities		(119,481	)		(334,217	)
Cash flows from investing activity
Re-payment (payment) pursuant to the collection (issuance) of note receivable		30,000			(30,000	)
Net cash provided by (used in) investing activity		30,000			(30,000	)
Cash flows from financing activities
Allocated proceeds from issuance of common stock		-			289,856
Allocated proceeds from issuance of warrants attached to issuance of common stock		-			110,144
Proceeds from convertible note payable to stockholder		100,000			40,000
Re-payment of convertible note payable to stockholder		(40,000	)		-
Net cash provided by financing activities		60,000			440,000
Increase (decrease) in cash and cash equivalents		(29,481	)		75,783
Cash and cash equivalents at beginning of period		44,551			75,291
Cash and cash equivalents at end of period	$	15,070		$	151,074
Supplemental disclosure of cash flow information:
Interest paid in cash	$	4,300		$	-
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

(A Development Stage Company)

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

6(unaudited)

PHYTOMEDICAL TECHNOLOGIES, INC.

								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	)

Share based compensation						1,870			-			1,870

Net loss		-		-		-			(98,955	)		(98,955	)

Balance, March 31, 2012		85,031,557	$	850	$	229,143		$	(721,411	)	$	(491,418	)

~~NOTES~~See TOaccompanying ~~CONSOLIDATED~~notes ~~FINANCIAL~~to ~~STATEMENTS~~the consolidated financial statements

~~September 30, 2011~~4

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

(~~Unaudited~~A Development Stage Company)

~~Note~~CONSOLIDATED ~~1. Organization~~STATEMENTS ~~and~~OF CASH ~~Description of Business~~FLOWS

~~PhytoMedical Technologies, Inc.~~ (~~the “Company”~~unaudited) was incorporated in the State of Nevada 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.”) and PolyPhenol Technologies Corporation (“PolyPhenol”).

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

							For the Period from
							October 14, 2010
	For the Three Months						(Inception) through
	March 31, 2012			March 31, 2011			March 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(98,955	)	$	(121,691	)	$	(721,411	)
Adjustments to reconcile net loss to net cash used in operating activities
Share based compensation		1,870			-			19,979
Changes in operating assets and liabilities:
Accounts payable		49,537			76,127			430,118
Accrued interest		(1,523	)		240			(266	)
Net cash used in operating activities		(49,071	)		(45,324	)		(271,580	)

CASH FLOWS FROM INVESTING ACTIVITY
Purchase of intangible assets		(13,497	)		(3,110	)		(64,551	)
Net cash used in investing activity		(13,497	)		(3,110	)		(64,551	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from investors		-			(94,000	)		99,000
Proceeds from issuance of promissory note payable		-			-			12,000
Proceeds from issuance of common stock and warrants		-			237,500			276,500
Repayment of convertible note payable		(50,000	)		-			(50,000	)

Net cash provided by (used in) financing activities		(50,000	)		143,500			337,500

NET CHANGE IN CASH		(112,568	)		95,066			1,369

CASH
BEGINNING OF PERIOD		113,937			127,000			-
END OF PERIOD	$	1,369		$	222,066		$	1,369

NON-CASH INVESTING AND FINANCING ACTIVITIES
Liabilities assumed as part of reverse merger	$	-		$	-		$	451,915
Conversion of accounts payable to common stock	$	-		$	-		$	118,845
Conversion of convertible note to common stock	$	-		$	-		$	167,585

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Interest paid	$	3,086		$	-		$	-
Income tax paid	$	-		$	-		$	-

~~PolyPhenol~~See ~~was~~accompanying ~~incorporated~~notes onto ~~August 24, 2004 in~~ the ~~State~~consolidated financial ~~of Nevada and has no assets or liabilities.~~statements

Since its incorporation, the Company focused its efforts on the development of new technologies (in particular pharmaceutical technologies and products) and, where warranted, the acquisition of 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.5

InCERES ~~June 2010~~VENTURES, ~~the Company’s Board of Directors determined that it was in its shareholders best interest to refocus its business activities in a manner which may more fully enhance shareholder value~~INC. As a result, on August 25, 2010, the Company entered into a non-binding Memorandum of Intent (the “MOI”) with Standard Gold Corp., a Nevada corporation engaged in the exploration of precious metals in the western United States on properties that may contain economic concentrations of mineralization (“SGC”).

~~On October 22, 2010, the Company entered into a Share Exchange Agreement~~ (~~the~~A ~~“Share~~Development ~~Exchange~~Stage ~~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 the Company’s common stock (the “SGC Acquisition”~~). However, each of the parties to the Share Exchange Agreement, no longer believing that the conditions to closing of the transactions contemplated by the Share Exchange Agreement could be satisfied, entered into the Termination Agreement and Mutual Release (the “Termination Agreement”), dated as of December 24, 2010.

InNOTES ~~anticipation~~TO ~~that~~CONSOLIDATED ~~the~~FINANCIAL 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. Further development of the IV formulation for D11B was ceased in anticipation of the SGC Acquisition.STATEMENTS

AsMarch ~~of September 1~~31, 2010, all of the Company’s business relationships had been terminated and it has been deemed a “shell company” under SEC rules. Accordingly, the Company is currently undertaking efforts to identify new commercial opportunities.2012

On August 29, 2011, the Board of Directors requested shareholder approval to change the Company’s name to Ceres Ventures, Inc. The Board of Directors believes that by changing the Company’s name to Ceres Ventures, Inc., the Company can expand the scope of commercial opportunities it may enter into and not limit itself to the pharmaceutical/medical sector.(Unaudited)

~~The~~NOTE ~~affirmative vote of a majority of the shares of common stock held by stockholders will be required to effect the change of the Company’s name to Ceres Ventures, Inc~~1. ~~Once~~NATURE ~~approved,~~OF ~~the~~BUSINESS ~~Company~~AND ~~will~~SUMMARY ~~file~~OF ~~the~~SIGNIFICANT necessary paperwork with the State of Nevada, the SEC, and the Financial Industry Regulatory Authority (“FINRA”) to effect the name change. The Company anticipates effecting the name change on November 21, 2011, subject to regulatory approval.ACCOUNTING POLICIES

7Nature of Business

~~The~~Ceres ~~Company’s~~Ventures, ~~Board~~Inc. of(“Ceres ~~Directors has also determined that it is in~~ Ventures”, the Company’s”), ~~best~~together ~~interest~~with toits ~~execute~~wholly-owned asubsidiary, ~~reverse~~BluFlow ~~stock~~Technologies, ~~split~~Inc. ~~of the Company’s common stock on the basis of one-for-fifty~~ (~~the~~ “~~Reverse Stock Split~~BluFlow”)., ~~Each~~is ~~fifty~~focused on ~~shares~~the ofresearch, ~~common~~development, ~~stock~~and ~~outstanding~~eventual atcommercialization ~~the effective date~~ of ~~the~~emerging ~~Reverse~~next-generation ~~Stock~~clean ~~Split~~technologies (for the ~~“Effective Date”) will automatically become one share~~ remediation of ~~common~~polluted ~~stock~~water, ~~with~~soil, ~~all~~and ~~fractional~~air ~~shares~~in ~~being~~an ~~rounded~~environmentally upfriendly toand ~~the~~cost ~~nearest~~effective ~~whole share~~manner.

~~The~~Ceres ~~Reverse~~Ventures, ~~Stock~~formerly ~~Split~~known isas ~~subject~~PhytoMedical Technologies, toInc., ~~the~~was ~~affirmative~~incorporated ~~vote~~in ~~of a majority of~~ the ~~shares~~State of ~~common~~Nevada ~~stock~~on ~~held~~July ~~by stockholders. Once approved~~25, ~~the~~2001 ~~Company~~under ~~will file~~ the ~~necessary~~name ~~paperwork~~Enterprise ~~with~~Technologies, ~~the~~Inc. ~~State~~BluFlow was ofincorporated ~~Nevada,~~on ~~the~~October ~~SEC~~14, ~~and~~2010 ~~FINRA~~under ~~to effect~~ the ~~Reverse~~laws ~~Stock~~of ~~Split. The Company anticipates effecting~~ the ~~Reverse~~State ~~Stock~~of ~~Split on November 21, 2011, subject to regulatory approval~~Delaware.

~~Both~~Ceres ~~the~~Ventures ~~name~~Name ~~change~~Change and Reverse ~~Stock~~ Split ~~will be voted upon at the Company’s 2011 Annual Meeting of Shareholders, which is expected to be held on November 10, 2011.~~

~~The~~On ~~Company~~November ~~does~~21, ~~not~~2011, ~~expect~~PhytoMedical toTechnologies, Inc. ~~generate~~changed ~~any~~its ~~revenues~~name ~~for~~to ~~the~~Ceres ~~foreseeable~~Ventures, ~~future~~Inc. and ~~expects~~implemented toa ~~continue~~one-for-fifty toreverse ~~incur~~share ~~losses~~consolidation. The ~~Company’s~~par ~~independent~~value ~~registered~~and ~~public~~total number ~~accounting~~of ~~firm~~authorized ~~has~~shares ~~issued~~were anunaffected ~~audit~~by ~~opinion~~the asreverse ofstock ~~December~~split. ~~31,~~All ~~2010,~~shares ~~which~~and ~~includes~~per ashare ~~statement~~amounts ~~expressing~~in ~~substantial~~these ~~doubt~~financial asstatements and notes thereto have been retrospectively adjusted to ~~the~~all ~~Company’s~~periods ~~ability~~presented to ~~continue~~give aseffect ato ~~going~~the ~~concern~~reverse stock split. The Reverse Split was declared effective by the Financial Industry Regulatory Authority (FINRA”) on December 12, 2011.

~~Note~~Reverse ~~2. Going Concern Uncertainties~~Merger

~~The~~On ~~Company~~December ~~has~~29, ~~not~~2011, ~~generated~~Ceres ~~any revenues~~Ventures, ~~has~~a public anshell ~~accumulated~~company, ~~deficit~~and ofBluFlow ~~$24,354,582~~entered asinto ofan ~~September~~agreement ~~30,~~and ~~2011,~~plan ~~and~~of ~~does~~merger ~~not~~(the ~~have~~Merger ~~positive~~Agreement”) ~~cash~~pursuant ~~flows~~to ~~from~~which BluFlow ~~operating~~became ~~activities. The~~a ~~accompanying~~wholly-owned ~~consolidated~~subsidiary ~~financial~~of ~~statements~~Ceres ~~have~~Ventures ~~been~~as ~~prepared~~more fully described in ~~conformity~~Note ~~with~~2. ~~generally~~The ~~accepted~~merger ~~accounting~~is ~~principles~~being inaccounted ~~the~~for as ~~United~~a ~~States~~reverse-merger ofand ~~America,~~recapitalization ~~which~~and ~~contemplates~~BluFlow ~~continuation~~is ofconsidered the ~~Company~~acquirer asfor aaccounting ~~going~~purposes ~~concern,~~and ~~which~~Ceres isVentures ~~dependent~~the acquired ~~upon~~company. ~~the~~The ~~Company’s~~business ~~ability~~of toBluFlow ~~establish~~became ~~itself~~the asbusiness aof ~~profitable~~Ceres ~~business~~Ventures.

~~The~~Significant ~~Company~~Accounting has expended a significant amount of cash in developing its technologies and expects to incur additional losses as it undertakes efforts to identify new commercial opportunities. To date, the Company’s cash flow requirements have primarily been met by proceeds of $400,000 received pursuant to the 2010 Offering (as that term is defined in “Note 11. 2010 Offering” below), the issuance of convertible notes payable to stockholders, and net proceeds of $3,109,500 received pursuant to a private placement completed in September 2007. Management recognizes that in order to meet the Company’s capital requirements, and continue to operate, additional financing will be necessary.Policies

~~The~~Basis ~~Company~~of ~~expects~~Presentation ~~to raise additional funds through private or public equity investments in order to support existing operations~~ and ~~expand the range and scope~~ Principles of its business 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 terms, if at all. Furthermore, there is no assurance that the net proceeds received from any successful financing arrangement will be sufficient to cover 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 as a going concern.Consolidation

InThe ~~view~~accompanying unaudited ofconsolidated ~~these~~financial ~~conditions,~~statements ~~the~~have ~~ability~~been ofprepared in accordance with the ~~Company~~instructions to ~~continue~~Form as10-Q aand ~~going~~do ~~concern~~not isinclude all information and disclosures required by generally accepted accounting principles (“GAAP”) in ~~substantial~~the ~~doubt~~United States (“U.S.”), and ~~dependent~~pursuant ~~upon~~to ~~achieving~~the arules ~~profitable~~and ~~level~~regulations of ~~operations~~the Securities and onExchange Commission (the ~~ability~~“SEC”). Therefore, ofthis ~~the~~information ~~Company~~should tobe ~~obtain~~read ~~necessary~~in ~~financing~~conjunction towith ~~fund~~Ceres ~~ongoing~~Ventures, ~~operations~~Inc. ~~These~~financial statements and notes contained in its 2011 Annual Report on Form 10-K. The unaudited consolidated financial statements doinclude ~~not~~the ~~give~~accounts ~~effect~~of tothe ~~any~~Company and ~~adjustments~~its ~~which~~subsidiaries ~~will~~after beelimination of intercompany accounts and transactions. The information furnished herein reflects all adjustment that are, in the opinion of management, necessary ~~should~~for the ~~Company~~fair bestatement ~~unable~~of tothe ~~continue~~results asfor athe interim ~~going~~periods ~~concern~~reported. ~~and~~All ~~therefore~~such beadjustments ~~required~~are, toin ~~realize~~the ~~its~~opinion ~~assets~~of ~~and~~management, ~~discharge~~of ~~its~~a ~~liabilities~~normal inrecurring ~~other~~nature. ~~than~~Operating results for the ~~normal~~three ~~course~~month ofperiod ~~business~~ended ~~and~~March at31, ~~amounts~~2012, ~~different~~are ~~from~~not ~~those~~necessarily ~~reflected~~indicative inof the ~~accompanying~~results ~~consolidated~~that ~~financial~~may ~~statements~~be expected for the year ending December 31, 2012.

8Applicable Accounting Guidance

~~Note~~Any ~~3. Presentation~~reference ofin ~~Interim~~these ~~Information~~notes to applicable accounting guidance is meant to refer to the authoritative non-governmental United States GAAP as found in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (of a normal recurring nature) considered necessary for a fair presentation of the financial statements have been included. Operating results for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011 or any other interim period. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s 2010 Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (the “SEC”).6

~~Note~~Going ~~4. Summary of Significant Accounting Policies~~Concern

~~Estimates~~As of March 31, 2012, the Company had cash of $1,369. The Company is a development stage company, and does not currently have any commercial products and there is no assurance that it will successfully be able to design, develop, manufacture, or sell any commercial products in the future. The Company has not generated any revenue since inception. The Company had a working capital deficit of $555,969, reported an accumulated deficit of $721,411 as of March 31, 2012, and does not have positive cash flows from operating activities.

~~The~~Currently, ~~preparation of~~ the Company’s ~~consolidated~~is ~~financial~~seeking ~~statements~~additional financing ~~requires~~but ~~management~~has no commitments to ~~make~~obtain ~~estimates~~any such financing, and ~~use~~there ~~assumptions~~can be no assurance that ~~affect~~financing ~~the~~will ~~reported~~be available in amounts ofor ~~assets,~~on ~~liabilities,~~terms ~~revenues~~acceptable to the Company, ~~and~~if ~~expenses~~at all. ~~These~~ ~~estimates~~If ~~and~~adequate ~~assumptions~~funds are ~~affected~~not byavailable ~~management~~on reasonable terms or at all, it would result in a material adverse effect on the Company’s ~~application~~business, ofoperating ~~accounting~~results, ~~policies. On~~financial ancondition ~~on-going~~and ~~basis~~prospects. In particular, the Company ~~evaluates~~may be required to delay, reduce the scope of or terminate its ~~estimates. Actual~~research ~~results~~programs, ~~and~~sell ~~outcomes~~rights ~~may~~to ~~differ~~its BluFlowTM ~~materially~~Treatment ~~from~~Systems, ~~these~~BluFlowTM ~~estimates~~Nanoparticles ~~and~~or ~~assumptions~~BluFlowTM AUT.

~~Stock-Based~~In ~~Compensation~~view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon the Company obtaining 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.

~~The~~Reverse 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 the warrant and option lives, expected volatility, and risk free interest rates.Merger

~~Fair~~On ~~Value~~December 29, 2011, Ceres Ventures entered into an agreement and plan of 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 ~~Company~~Reverse ~~measures~~Merger ~~fair~~has ~~value~~been accounted for as ~~the~~a ~~price~~reverse ~~that~~acquisition ~~would~~under bewhich ~~received~~BluFlow towas ~~sell~~considered anthe ~~asset~~acquirer orof ~~paid~~Ceres toVentures. ~~transfer~~As asuch, ~~liability~~the ~~(an~~financial ~~exit~~statements ~~price)~~of BluFlow inare antreated ~~orderly~~as ~~transaction~~the ~~between~~historical ~~market~~financial ~~participants~~statements atof the ~~reporting~~combined ~~date. The Company utilizes a three-tier hierarchy~~company, ~~which~~with ~~prioritizes~~ the ~~inputs~~results ~~used~~of inCeres ~~the~~Ventures ~~valuation~~being ~~methodologies~~included from inDecember ~~measuring~~29, ~~fair value:~~2011.

~~Level~~As ~~1. Valuations~~a ~~based~~result onof ~~quoted~~the ~~prices~~Reverse inMerger ~~active~~with Ceres ~~markets~~Ventures, ~~for~~historical ~~identical~~common ~~assets~~stock oramounts ~~liabilities~~and additional paid in capital have been retroactively adjusted. ~~The~~ ~~Company~~See ~~has~~Note no2 ~~assets~~for additional ordiscussion ~~liabilities~~of ~~valued~~the ~~with~~Reverse ~~Level~~Merger 1and ~~inputs~~the conversion ratio.

~~Level~~Development ~~2. Valuations~~Stage based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company ~~has no assets or liabilities valued with Level 2 inputs.~~

~~Level~~The ~~3. Valuations~~Company ~~based~~is ona ~~inputs~~development ~~that~~stage ~~are~~company. The ~~supported~~Company byis ~~little~~still ordevoting nosubstantially ~~market~~all ~~activity~~of ~~and~~its ~~that~~efforts ~~are~~on ~~significant~~establishing to the ~~fair~~business ~~value~~and ofits ~~the~~planned ~~assets~~principal oroperations have ~~liabilities~~not commenced. ~~Liabilities~~All ~~valued~~losses ~~with~~accumulated ~~Level~~since 3inception ~~inputs~~have ~~are~~been ~~described~~considered ~~below~~as inpart ~~“Note~~of ~~12.~~the ~~Warrants~~Company’s development stage activities.”

~~Fair~~Use ~~Value~~ of ~~Financial~~Estimates ~~Instruments~~and Assumptions

~~Due~~The topreparation ~~the~~of ~~unique~~financial ~~nature~~statements in ofconformity ~~the~~with ~~terms~~accounting ofprinciples generally accepted in the ~~Sidhu~~United ~~Convertible~~States ~~Note,~~requires ~~Convertible~~management ~~Note~~to ~~Payable,~~make estimates and ~~Rayat~~assumptions that ~~Convertible~~affect ~~Note,~~the itreported isamounts ~~not~~of ~~practicable~~assets toand ~~determine~~liabilities ~~their~~and ~~fair~~disclosure ~~value~~of contingent assets and liabilities at ~~September~~the ~~30,~~date ~~2011.~~of ~~Please~~the financial ~~refer~~statements toas ~~“Note~~well ~~10. Notes~~as ~~Payable~~the reported amount of revenues and ~~Convertible~~expenses ~~Notes~~during ~~Payable”~~the ~~below~~reporting period.

The ~~carrying~~Company’s significant estimates and assumptions include the fair value of ~~cash~~financial ~~and~~instruments; ~~cash~~the ~~equivalents~~carrying value, ~~accounts~~recoverability ~~payable~~and impairment, ~~interest~~if ~~payable~~any, ~~and~~of long-lived ~~accrued payroll liabilities~~assets, ~~approximate~~including ~~their~~the ~~fair~~values ~~value~~assigned ~~because~~to ofand the ~~short-term~~estimated ~~nature~~useful lives of ~~these~~intangible ~~instruments~~assets; income tax rate, income tax provision, deferred tax assets and ~~their~~the ~~liquidity. Management~~valuation isallowance of deferred tax assets; and the ~~opinion~~assumption that the Company is ~~not~~a going ~~exposed~~concern. toThose significant ~~interest~~accounting estimates or ~~credit~~assumptions ~~risks~~bear ~~arising~~the ~~from~~risk ~~these~~of ~~financial~~change ~~instruments~~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.

~~Recently~~Management ~~Issued~~bases its estimates on experience and ~~Adopted~~on ~~Accounting~~various ~~Pronouncements~~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.

~~The~~Management ~~Company~~regularly reviews ~~new~~its ~~accounting~~estimates utilizing ~~standards~~currently asavailable ~~issued. Although~~information, ~~some~~changes ofin ~~these~~facts ~~accounting~~and ~~standards~~circumstances, ~~issued~~their orexperience ~~effective~~and ~~after~~reasonable ~~the~~assumptions. ~~end~~After such ofreviews, ~~the~~and ~~Company’s~~if ~~previous~~deemed ~~fiscal year may be applicable to the Company~~appropriate, itthose ~~has~~estimates ~~not~~are ~~identified~~adjusted ~~any standards that it believes merit further discussion~~accordingly. ~~The~~ ~~Company~~Actual ~~believes~~results ~~that~~could ~~none~~differ offrom ~~the~~these ~~new standards will have a significant impact on its consolidated financial statements~~estimates.

~~Note~~Fair ~~5. Net Income (Loss) per Share~~Value

~~Basic~~The ~~net~~Company ~~income~~measures ~~(loss)~~fair ~~per~~value ~~share~~as ~~is computed by dividing~~ the price ~~net~~that ~~income~~would ~~(loss)~~be byreceived ~~the~~to ~~weighted~~sell ~~average~~an ~~number~~asset ofor ~~common~~paid ~~shares~~to ~~outstanding~~transfer ~~during~~a ~~the~~liability ~~period. Diluted~~(an ~~net~~exit ~~income (loss~~price) ~~per~~in ~~share~~an isorderly ~~computed~~transaction bybetween market ~~dividing~~participants at the ~~net~~reporting ~~income~~date. ~~(loss)~~The byCompany ~~the~~utilizes ~~weighted~~a ~~average~~three-tier ~~number~~hierarchy, ofwhich ~~common~~prioritizes ~~and~~the ~~dilutive~~inputs ~~common~~used ~~equivalent~~in ~~shares~~the valuation ~~outstanding~~methodologies ~~during~~in ~~the~~measuring ~~period.~~fair value:

~~During~~Level ~~the three and nine months ended September 30, 2011 and the three months ended September 30, 2010, the Company recorded a net loss~~1. ~~Therefore,~~Valuations ~~the~~based ~~issuance~~on quoted ofprices ~~shares~~in ofactive ~~common~~markets stock from the exercise of stock options and warrants would be anti-dilutive. There are no stock options outstanding at September 30, 2011. Excluded from the computation of diluted net loss per share for ~~the~~identical ~~three~~assets ~~and~~or ~~nine months ended September 30, 2011, because their effect would be anti-dilutive, are warrants to acquire 20,000,000 shares of common stock with a weighted-average exercise price of $0~~liabilities.03 ~~per~~The ~~share~~Company ~~and~~has ~~convertible~~no ~~notes~~assets ~~payable~~or ~~and~~liabilities ~~accrued~~valued ~~interest to acquire 131,431,637 shares of common stock~~ with aLevel 1 ~~conversion price of $0~~inputs.~~01 per share. See “Note 10. Notes Payable and Convertible Notes Payable” below.~~

~~Excluded~~Level ~~from~~2. ~~the~~Valuations ~~computation~~based ofon quoted ~~diluted~~prices ~~net loss per share~~ for ~~the~~similar ~~three~~assets ~~months~~or ~~ended September 30~~liabilities, ~~2010~~quoted ~~because~~prices ~~their~~for ~~effect~~identical ~~would~~assets beor ~~anti-dilutive,~~liabilities ~~are~~in ~~stock~~markets ~~options~~that ~~and~~are ~~warrants~~not ~~to acquire 20~~active,~~200,000~~ or ~~shares~~other ofinputs ~~common~~that ~~stock~~are ~~with~~observable aor ~~weighted-average~~can ~~exercise~~be ~~price~~corroborated ofby ~~$0.03~~observable ~~per~~data ~~share~~for ~~and~~substantially ~~convertible~~the ~~notes~~full ~~payable~~term ~~and accrued interest to acquire 113,872,608 shares~~ of ~~common~~the ~~stock~~assets ~~with a conversion price of $0~~or liabilities.01 ~~per~~The ~~share.~~Company ~~See~~has ~~“Note~~no ~~10.~~assets ~~Notes~~or ~~Payable~~liabilities ~~and~~valued ~~Convertible~~with ~~Notes~~Level ~~Payable”~~2 ~~below~~inputs.

~~There~~Level ~~were~~3. noValuations ~~securities~~based ~~outstanding~~on inputs atthat ~~September~~are ~~30,~~supported ~~2010~~by little or no market activity and that ~~were~~are ~~excluded~~significant ~~from~~to the ~~computation~~fair value of ~~diluted~~the ~~net~~assets ~~income~~or ~~per~~liabilities. The ~~share~~Company ~~for~~has ~~the~~no ~~nine~~assets ~~months~~or ~~ended~~liabilities ~~September~~valued ~~30,~~with ~~2010~~Level 3 inputs.

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

~~Following~~The iscarrying value of cash, accounts payable, accrued interest, accrued payroll liabilities, and notes payable approximate their fair value because of the ~~computation~~short-term nature of ~~basic~~these instruments and ~~diluted~~their ~~net~~liquidity. ~~income~~Management ~~(loss)~~is ~~per~~of ~~share~~the ~~for~~opinion that the ~~three~~Company ~~and~~is ~~nine~~not ~~months~~exposed ~~ended~~to ~~September~~significant ~~30,~~interest or ~~2011~~credit ~~and~~risks ~~2010:~~arising from these financial instruments.

10Cash Equivalents

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Basic Net Income (Loss) Per Share Computation
Numerator: net income (loss)	$	(65,521	)	$	(139,054	)	$	(241,921	)	$	2,162,368
Denominator:
Weighted average number of common shares outstanding		241,487,995			241,487,995			241,487,995			221,121,695
Basic net income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.01
Diluted Net Income (Loss) Per Share Computation
Numerator: net income (loss)	$	(65,521	)	$	(139,054	)	$	(241,921	)	$	2,162,368
Add: convertible notes payable interest expense and accreted discount		-			-			-			57,785
Adjusted net income (loss)	$	(65,521	)	$	(139,054	)	$	(241,921	)	$	2,220,153
Denominator:
Weighted average number of common shares outstanding		241,487,995			241,487,995			241,487,995			221,121,695
Effect of dilutive securities:
Warrants		-			-			-			1,271,765
Assumed conversion of convertible notes payable		-			-			-			112,050,303
Total shares		241,487,995			241,487,995			241,487,995			334,443,763
Diluted net income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.01

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. As of March 31, 2012 and December 31, 2011, the Company had no cash equivalents.

~~Note~~Intangible ~~6. Dartmouth Sponsored Research Agreement~~Assets

OnIntangible ~~May~~assets ~~25,~~include ~~2007,~~license ~~the Company entered into a Sponsored Research Agreement (“SRA”) with Dartmouth College (“Dartmouth”), in the area of cancer research, specifically furthering research~~ agreements and ~~development~~related ofpatent ~~anti-tumor bis-acridines~~costs. The ~~SRA~~Company ~~with~~has ~~Dartmouth~~entered ~~was~~into ~~amended~~a onlicense ~~October~~agreement 1,whereby ~~2008, extending~~ it tohas ~~September~~been ~~30,~~assigned ~~2009. As of September 30, 2009, Dartmouth had concluded their research and development and provided~~ the ~~Company~~exclusive ~~with~~rights ato certain ~~key~~licensed ~~anti-cancer~~materials ~~compound~~used ~~for~~in ~~glioblastoma~~its products. The Company ~~entered~~capitalizes ~~into~~the arights ~~fee-for-services~~to ~~agreement~~the ~~with~~licensed ~~Latitude~~materials ~~Pharmaceuticals,~~and ~~Inc.~~amortizes tosuch costs ~~develop~~over antheir ~~intravenous~~estimated ~~(“IV”)~~useful ~~formulation~~life ~~for~~which ~~its~~is ~~lead~~consistent ~~anti-cancer~~with ~~compound~~the ~~for~~life ~~glioblastoma. Further development~~ of the IVpatents ~~formulation~~underlying ~~for D11B was ceased in anticipation of~~ the ~~SGC~~license ~~Acquisition~~agreements.

As of ~~September~~March 3031, ~~2009~~2012, the ~~conclusion of the Dartmouth SRA, the~~ Company had ~~paid~~ $~~220~~64,~~260~~551 ~~pursuant~~of tointangible ~~the~~assets ~~Dartmouth~~on ~~SRA~~the ~~and~~Consolidated ~~$10,017~~Balance ~~for~~Sheet ~~reimbursement~~representing ~~of expenses. Of~~ the ~~total~~costs ~~$230,277~~for ~~paid~~a tolicense ~~Dartmouth,~~agreement ~~$4,964~~ and ~~$8,764~~patent usage ~~is included in research and development expense for the three and nine month periods ended September 30, 2010, respectively~~rights. ~~The~~These ~~Company~~costs ~~did~~were not ~~record~~subject ~~any~~to ~~research~~amortization ~~and~~as ~~development expense during~~ the ~~three~~patents ~~and~~are ~~nine months ended September 30, 2011~~pending.

~~Note~~Impairment ~~7. Dartmouth~~of ~~License~~Long-Lived ~~Agreement~~Assets

OnIntangible ~~September~~assets 1,are ~~2008,~~evaluated ~~the~~and ~~Company~~reviewed for ~~entered~~impairment ~~into~~annually ~~the~~or ~~Dartmouth~~more ~~License~~frequently ~~Agreement~~whenever ~~pursuant~~events toor ~~which~~changes ~~the~~in ~~Company~~circumstances ~~obtained~~indicate that the ~~rights~~carrying toamount ~~develop,~~may ~~market~~not be ~~and~~recoverable. ~~distribute~~The aCompany ~~novel~~recognizes ~~class~~impairment of ~~synthesized~~long-lived ~~compounds~~assets ~~known~~in asthe ~~bis-intercalators. These~~event ~~anti-cancer~~the ~~agents,~~carrying ~~which~~amount ~~have~~exceeds athe ~~‘cytotoxic’~~fair orvalue of ~~poisonous~~the ~~affinity~~assets. ~~for~~An ~~cancer~~impairment ~~cells,~~loss ~~are~~is ~~designed~~recognized equal to ~~bind~~the ~~tightly~~amount to ~~cancer~~that ~~cell~~excess. ~~DNA~~Such ~~(deoxyribonucleic~~analyses ~~acid),~~necessarily ~~the~~involve ~~blueprint of life for the cancer cell~~significant judgment.

Under the terms of the Dartmouth License Agreement, the Company was 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. Additionally, the Company was required to make milestone payments to the Dartmouth Trustees if, and only when, specific clinical and regulatory approval milestones were achieved.8

11The Company determined there was no impairment of long-lived assets for the period ended March 31, 2012, and the year ended December 31, 2011.

InResearch ~~anticipation that the Company would consummate the SGC Acquisition~~ and ~~pursue~~Development 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 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 write-off the previously paid license fee.Costs

~~Note~~Research 8and development costs are charged to expense when incurred. ~~Note~~Research ~~Receivable~~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.

~~On August 25, 2010, the Company entered into a non~~Stock-~~binding~~Based 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 SGC. Pursuant to the MOI, the Company 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.Compensation

~~Note~~The 9Company 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. ~~Accrued~~ ~~Payroll~~The ~~Liabilities~~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.

OnLoss ~~March~~Per 15, 2010, Mr. Greg 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 the Company’s 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. The Company 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.Share

The 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 103. ~~Notes~~ ~~Payable~~Loss ~~and~~Per ~~Convertible~~Share” ~~Notes~~for ~~Payable~~further discussion.

~~Convertible~~Income ~~Notes Payable – Current~~Taxes

~~Sidhu~~Income ~~Convertible~~taxes ~~Note~~are 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.

OnThe ~~May~~Company ~~20,~~recognizes ~~2011,~~income ~~the~~taxes ~~Company~~on an ~~issued~~accrual abasis ~~one~~based ~~year~~on ~~convertible~~tax ~~promissory~~positions ~~note~~taken inor ~~the~~expected ~~amount~~to ofbe ~~$100,000~~taken toin Mrour tax returns. ~~Jeet~~A ~~Sidhu~~tax ~~(the~~position ~~“Sidhu~~is ~~Convertible~~defined ~~Note”),~~as ~~one~~a ofposition in ~~the~~a ~~Company’s~~previously ~~non-employee~~filed ~~directors. The~~tax ~~Sidhu~~return ~~Convertible~~or ~~Note~~a ~~bears~~position ~~interest~~expected atto ~~the~~be ~~rate~~taken ofin ~~8.5%~~a ~~per~~future ~~annum,~~tax ~~which~~filing ~~interest~~that is ~~accrued~~reflected ~~and~~in ~~payable~~measuring oncurrent or ~~the~~deferred ~~maturity~~income ~~date~~tax ofassets ~~the~~and ~~Sidhu~~liabilities. ~~Convertible~~Tax ~~Note. As~~positions ~~long~~are asrecognized ~~the~~only ~~Sidhu~~when ~~Convertible~~it ~~Note~~is ~~remains~~more ~~outstanding~~likely ~~and~~than not ~~fully paid~~(i.e., ~~the~~likelihood of ~~holder~~greater ~~has~~than ~~the right~~50%), ~~but~~based ~~not~~on ~~the~~technical ~~obligation~~merits, tothat ~~convert all or any portion of~~ the ~~aggregate~~position ~~outstanding~~would ~~principal~~be ~~amount~~sustained ofupon ~~the~~examination ~~Sidhu~~by ~~Convertible~~taxing ~~Note,~~authorities. ~~together~~Tax positions ~~with~~that ~~all~~meet ~~or any portion of~~ the ~~accrued~~more ~~and~~likely ~~unpaid~~than ~~interest~~not ~~into~~threshold ~~that~~are ~~number~~measured ofusing ~~shares,~~a ~~subject~~probability-weighted toapproach ~~certain~~as ~~terms and conditions, of~~ the ~~Company’s~~largest ~~common stock equal to the~~ amount of ~~the~~tax ~~converted~~benefit ~~indebtedness~~that ~~divided~~is bygreater ~~$0.01~~than ~~per~~50% ~~share.~~likely ~~In the event~~ of ~~default,~~being asrealized ~~defined~~upon insettlement. Should ~~the~~they ~~Sidhu Convertible Note agreement~~occur, ~~the~~our ~~annual~~policy ~~interest~~is ~~rate increases~~ to ~~10%~~classify interest and ispenalties ~~due~~related onto ~~demand.~~tax ~~Certain~~positions ~~events~~as ~~of default will result in all sums of principal and~~ interest ~~then~~expense. ~~remaining~~Since ~~unpaid~~our ~~immediately due and payable~~inception, ~~upon~~no ~~demand~~such ofinterest ~~the~~or ~~holder.~~penalties ~~The~~have ~~issuance of the Sidhu Convertible Note did not result in a beneficial conversion feature~~been incurred.

~~During~~Recently ~~the~~Issued ~~three~~ and ~~nine~~Adopted ~~months~~Accounting ended September 30, 2011, the Company recorded interest expense of $2,143 and $3,097, respectively, payable to Mr. Sidhu related to the Sidhu Convertible Note. At September 30, 2011, accrued interest related to the Sidhu Convertible Note was $3,097.Pronouncements

~~Convertible~~The ~~Note~~Company ~~Payable~~reviews new accounting standards as issued. Although some 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.

On March 2, 2010, the Company issued a one year convertible promissory note in the amount of $40,000 to a non-affiliated third party. The convertible note bore interest at the rate of 8.5% per annum, which interest was accrued and payable on the maturity date of the convertible promissory note. As long as the convertible promissory note remained outstanding and not fully paid, the holder had 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, 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 increased to 10% and was due on demand. Certain events of default result in all sums of principal and interest then remaining unpaid immediately due and payable, upon demand of the holder. The Company did not repay the outstanding principal balance of the convertible note and the accrued interest thereon on March 1, 2011, the maturity date of the convertible note, triggering an event of default. As a result, the Company began accruing interest on the principal balance at the annual default rate of 10%. On May 23, 2011, the Company repaid to the note holder the principal balance of the Convertible Promissory Note and the related accrued interest of $4,300.9

12NOTE 2. REVERSE MERGER

~~Since~~On ~~the~~December ~~book~~29, ~~value~~2011, the Effective Date of the ~~convertible~~Reverse ~~promissory~~Merger, ~~note~~each (share of BluFlow common stock, par value $400.0001 per share,~~000)~~ ~~divided~~that bywas outstanding immediately prior to the ~~number~~Effective ofDate ~~shares~~was toconverted ~~which~~into the ~~debt~~right ~~could~~to bereceive ~~converted~~three (~~4,000,000~~3) shares of the Company’s common stock), ~~was~~par value $0.~~01 per share~~00001. Accordingly, ~~which~~the ~~was~~Company ~~less~~issued ~~than~~to the ~~fair~~former ~~value~~holders of ~~the~~BluFlow common stock, atin ~~the~~consideration ~~time~~of ~~the~~their ~~debt~~capital ~~was~~stock ~~issued~~of ~~($0.03~~BluFlow, an ~~per~~aggregate ~~share)~~of 71,794,860 ~~there~~shares ~~was~~of athe ~~beneficial~~Company’s ~~conversion~~common ~~feature. The~~stock ~~beneficial~~representing ~~conversion~~approximately ~~feature~~84% ~~was~~of ~~recorded~~the asCompany’s aissued and ~~discount~~outstanding ~~against~~shares ~~the~~of ~~convertible~~common ~~promissory note~~stock, ~~which~~without ~~reduced~~giving ~~the~~effect ~~book~~to ~~value of~~ the ~~convertible~~exercise ~~promissory~~of ~~note~~outstanding toExchange ~~not~~Warrants ~~less~~or ~~than~~Exchange ~~zero. The~~Options, as ~~Company~~defined ~~amortized~~and ~~the~~described ~~discount~~below, ~~using~~but ~~the~~after ~~effective~~giving ~~interest~~effect ~~method~~to ~~over~~Debt ~~the~~Conversions, ~~one-year~~as ~~life~~defined ofand ~~the~~described ~~convertible promissory note~~below.

~~During~~On December 29, 2011, the ~~three~~Company ~~and~~exchanged with ~~nine~~BluFlow ~~months~~stockholders ~~ended~~who ~~September~~were ~~30,~~also ~~2011~~holders of common stock purchase warrants to purchase up to an aggregate of 1,527,500 ~~the~~shares of ~~Company~~BluFlow ~~recorded~~common ~~interest~~stock ~~expense~~at an initial price of $0.50 ~~and~~per $1share,~~469,~~ ~~respectively,~~substantially ~~payable~~identical warrants to ~~the~~purchase ~~holder~~up to 4,582,500 shares of the ~~convertible~~Company’s ~~promissory~~common ~~note~~stock at an initial exercise price of $0. ~~During~~16 per share (“the ~~three~~Exchange ~~and~~Warrants”). ~~nine~~The expiration ~~months~~date ~~ended~~of ~~September~~each 30Exchange Warrant is substantially identical to the BluFlow warrant for which it was exchanged, ~~2011~~December 31, ~~the~~2012. ~~Company~~The ~~recorded~~exercise ~~interest~~price ~~expense~~of ~~related~~the toExchange Warrants and the ~~accretion~~number of shares issuable upon the ~~discount~~exercise onof the ~~convertible~~warrants ~~promissory~~are ~~note~~subject to proportional adjustment in the event of $0stock ~~and~~splits, ~~$33~~dividends,~~161,~~ ~~respectively~~recapitalizations or similar transactions.

~~During~~On December 29, 2011, the ~~three~~Company ~~and~~exchanged with ~~nine~~holders ~~months~~of ~~ended~~BluFlow ~~September~~stock ~~30,~~options ~~2010~~who held options to purchase, subject to the ~~Company~~holders ~~recorded~~meeting ~~interest~~certain ~~expense~~vesting milestones, up to an aggregate of ~~$857~~120,000 ~~and~~shares of BluFlow common stock at an exercise price of $~~1,975,~~0.25 ~~respectively~~per share, ~~payable~~substantially identical options to ~~the~~purchase ~~holder~~up to 360,000 shares of the ~~convertible~~Company’s ~~promissory~~common ~~note. During~~stock ~~the~~at ~~three~~an ~~and~~initial ~~nine~~exercise ~~months~~price ~~ended~~of ~~September~~$0.083 ~~30,~~per ~~2010,~~share (“the Exchange ~~Company~~Options”). ~~recorded~~The ~~interest~~exercise ~~expense~~price ~~related~~of tothe Exchange Options and the ~~accretion~~number of shares issuable upon the ~~discount~~exercise onof the options ~~convertible~~are ~~promissory~~subject ~~note~~to proportional adjustment in the event of $2stock splits,~~628~~ ~~and $2~~dividends,~~827~~ recapitalizations or similar transactions.

AsOn ofDecember ~~September 30~~29, 2011, ~~the~~each ~~discount~~pre-merger onissued and ~~the~~outstanding ~~convertible~~share ~~promissory~~of ~~note~~capital ~~was~~stock ~~fully~~of ~~amortized~~Ceres ~~and~~Ventures ~~the~~was ~~convertible~~converted ~~promissory~~into ~~note~~ and ~~related~~become ~~accrued~~one ~~interest~~fully ~~had been re-~~paid inand ~~full.~~nonassessable Atshare ~~December~~of common ~~31,~~stock ~~2010,~~of the ~~carrying~~Company ~~value~~for a total of ~~the~~4,829,872 ~~convertible~~shares ~~promissory~~of ~~note~~common ~~was~~stock. $6Additionally,~~839,~~ ~~net~~Ceres ofVentures ~~unamortized~~had ~~discount~~outstanding ofprior to ~~$33~~the merger 400,~~161.~~000 Atshares ~~September~~of ~~30,~~Series ~~2011~~B ~~and~~Common ~~December~~Stock ~~31,~~Purchase ~~2010,~~Warrants ~~accrued~~which ~~interest~~remained ~~related~~outstanding toafter the ~~convertible~~Merger ~~promissory~~with ~~note~~the ~~was~~same terms $0 and ~~$2,832, respectively~~conditions.

~~Notes~~As ~~Payable~~part ~~and~~of ~~Convertible~~the ~~Note~~Merger, ~~Payable~~the –Company ~~Long~~assumed $451,915 ~~Term~~in Ceres Ventures pre-merger liabilities as follows:

The Company had arranged with Mr. Harmel S. Rayat, its former Chief Financial Officer, Director, and majority 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%.

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

On ~~March~~December 129, ~~2010~~2011, ~~Mr.~~as ~~Rayat~~a ~~agreed~~ precondition to ~~convert~~ the ~~then~~Reverse ~~outstanding~~Merger, ~~balance of~~ the ~~note~~Company ~~payable~~entered ~~($750,000)~~into ~~and accrued and unpaid interest ($317,527) thereon to a fixed three (3) year term convertible note, totaling $1,067,527 (~~the “Rayat ~~Convertible~~Settlement ~~Note”). The~~Agreement ~~Rayat~~pursuant ~~Convertible~~to ~~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~~our ~~not~~former ~~the~~Chief ~~obligation~~Financial Officer, ~~to convert all or any portion of the aggregate outstanding principal amount of the Rayat Convertible Note~~director, ~~together with all or any portion of the accrued~~ and ~~unpaid~~majority ~~interest into that number of shares~~stockholder, ~~subject~~was toissued ~~certain terms and conditions~~7,500,000 shares of the Company’s common stock ~~equal~~as topayment ~~the~~in ~~amount~~ full of the ~~converted~~principal ~~indebtedness~~amount ~~divided~~of bythe ~~$0.01~~Rayat ~~per~~Convertible ~~share~~Note. InPursuant to the ~~event~~terms of ~~default, as defined in~~ the ~~Convertible~~Rayat ~~Promissory~~Settlement ~~Note agreement~~Agreement, ~~the~~Mr. ~~annual~~Rayat ~~interest~~agreed to ~~rate~~forgive ~~increases~~all toaccrued ~~10%~~ and isunpaid interest due onhim ~~demand.~~under ~~The Company may, in its discretion, redeem~~ the Rayat Convertible Note. atThe ~~any~~carrying ~~time~~value ~~prior to the maturity date~~ of the ~~Rayat~~note ~~Convertible~~payable ~~Note. Certain events of default will result in all sums of principal~~ and interest ~~then~~was ~~remaining unpaid immediately due and payable~~$167,584 ~~upon~~at ~~demand~~the time of Mrconversion. ~~Rayat.~~

13On 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.

~~Since~~On ~~the~~December ~~book~~29, ~~value of the Rayat Convertible Note ($1~~2011,~~067,527)~~ ~~divided~~as bya ~~the number of shares of common stock~~ precondition to ~~which~~ the ~~debt~~Reverse ~~can be converted (106~~Merger,~~752,700)~~ ~~is $0.01 per share, which was less than~~ the ~~fair~~Company ~~value~~entered ofinto the ~~stock~~S&C atSettlement ~~the~~Agreement, ~~time~~pursuant ~~the~~to ~~debt~~which ~~was issued ($0~~Mr.03 ~~per share)~~Sierchio, ~~there was~~ a ~~beneficial~~director ~~conversion~~of the ~~feature. The~~Company ~~beneficial~~and ~~conversion feature was recorded as~~ a ~~discount~~managing ~~against~~partner ~~the~~of ~~Rayat~~Sierchio ~~Convertible~~& ~~Note~~Company, ~~which~~LLP ~~reduced~~was ~~the~~issued ~~book~~876,825 ~~value~~shares of the ~~Rayat~~Company’s ~~Convertible~~common ~~Note~~stock as topayment ~~not~~in ~~less~~full ~~than~~of ~~zero. The Company amortizes~~ the ~~discount~~accrued ~~using~~but ~~the~~unpaid ~~effective~~legal ~~interest~~fees ~~method~~of ~~over~~$87,682 ~~the~~due ~~three-year~~to ~~life~~Sierchio of& ~~the~~Company, ~~Rayat Convertible Note~~LLP.

During the three and nine months ended September 30, 2011, the Company recorded interest expense of $22,871 and $67,868, respectively, payable to Mr. Rayat related to the Rayat Convertible Note. During the three and nine months ended September 30, 2011, the Company recorded interest expense related to the accretion of the discount on the convertible promissory note of $1,041 and $1,472, respectively.10

~~During~~NOTE ~~the three and nine months ended September 30, 2010, the Company recorded interest expense of $22,871 and $63,257, respectively, payable to Mr~~3. ~~Rayat~~LOSS ~~related~~PER to the original $750,000 note payable and the Rayat Convertible Note. During the three and nine months ended September 30, 2010, the Company recorded interest expense related to the accretion of the discount on the Rayat Convertible Note of $22 and $31, respectively.SHARE

AtBasic ~~September~~net ~~30,~~income ~~2011,~~(loss) ~~the~~per ~~carrying~~share ~~value~~is ofcomputed by dividing the ~~Rayat~~net ~~Convertible~~income ~~Note~~(loss) ~~was~~by ~~$1,518,~~the ~~net~~weighted ofaverage ~~unamortized~~number ~~discount~~ of ~~$1,066,009. At~~common ~~December~~shares ~~31,~~outstanding ~~2010,~~during the ~~carrying~~period. ~~value~~Diluted ~~of the Rayat Convertible Note was $46,~~ net ofincome (loss) ~~unamortized~~per ~~discount~~share ofis ~~$1,067,481. At~~computed ~~September~~by ~~30,~~dividing ~~2011~~the ~~and~~net ~~December~~income ~~31,~~(loss) ~~2010,~~by ~~accrued~~the ~~interest~~weighted ~~related~~average tonumber ~~the~~of ~~Rayat~~common ~~Convertible~~and ~~Note~~dilutive ~~was~~common ~~$143,692~~equivalent shares ~~and~~outstanding ~~$75,824,~~during ~~respectively~~the period.

~~Note~~The ~~11. 2010~~computation ~~Offering~~of loss per share for the three month periods ended March 31, 2012 and 2011 excludes the following potentially dilutive securities because their inclusion would be anti-dilutive: 360,000 and nil, respectively; 4,982,500 and 4,151,250, respectively, of warrants outstanding; and 106,916 and nil, respectively, of shares of common stock (equivalent common shares) from convertible notes payable and accrued interest issued.

OnThe ~~May~~loss 4, 2010, the Company’s registration statement on Form S-1 (the “Registration Statement”) was declared effective by the SEC, and the Company commenced its self directed public offering (the “2010 Offering”) in accordance with the Prospectus dated May 4, 2010 and included in the Registration Statement, of up to a maximum of 200,000,000 units (the “Units”) of its securities at a price of $0.01 per ~~Unit. Each~~share ~~Unit~~is ~~consists~~as offollows:

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

	For the Three Months Ended
	March 31, 2012			March 31, 2011
Numerator - net loss	$	(98,955	)	$	(121,691	)

Denominator for basic loss per share - weighted average shares outstanding		85,031,557			64,144,833
Dilutive effective of common equivalent shares		-			-
Denominator for dilutive loss per share - adjusted weighted average shares outstanding		85,031,557			64,144,833

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

·NOTE ~~one-half~~4. ofSPONSORED ~~one~~RESEARCH ~~Series B Warrant (collectively, the “Series B Warrants”).~~AGREEMENT

~~Each~~University ~~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~~California, ~~expiring~~Santa ~~two (2) years from the date of issuance of the Series B Warrants.~~Barbara

~~The~~On December 9, 2010, ~~Offering~~the ~~was~~Company aentered into ~~direct~~the ~~public~~sponsored ~~offering~~Research byAgreement with the ~~Company~~University of California, ~~without~~Santa ~~any~~Barbara ~~involvement~~(UCSB”) providing for the continuing development of ~~underwriters~~the orUCSB ~~broker-dealers~~Nanoparticles. The ~~2010~~research ~~Offering~~agreement ~~terminated~~was oneffective ~~October~~for the period January 1, 2011 through December 31, 2014. ~~2010~~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.

AsOn ofOctober ~~the~~24, ~~termination date of the 2010 Offering~~2011, the Company ~~sold~~provided a ~~40,000,000~~60-day ~~Units~~written ~~(all~~termination onnotice ~~May~~to ~~19,~~UCSB ~~2010)~~as ~~for~~management ~~gross~~believes ~~receipts~~it ofcan ~~$400,000~~further ~~pursuant to~~ the ~~terms~~research ~~of the 2010 Offering. Accordingly, the Company issued 40,000,000 shares of its common stock~~ and ~~Series~~development ~~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~~technology on ~~having~~a ~~subscribed~~more ~~for~~cost ~~the~~effective ~~40,000,000~~manner ~~Units~~than UCSB.

AtApplied ~~the~~Power ~~time of grant~~Concepts, ~~the fair value of the Series B Warrants as calculated using the Black-Scholes model was $607,995 using the following assumptions: dividend yield of 0%, expected volatility of 152~~Inc.~~5%, risk-free interest rate of 0.8%, and expected term of two years. The portion of the proceeds from the 2010 Offering allocated to the Series B Warrants was $110,144.~~

~~Note~~On 12July 7, 2011, the Company entered into a services agreement (the “Services Agreement”) with Applied Power Concepts, Inc. ~~Warrants~~ (“APC”) and additional ancillary agreements pursuant to which APC assists the Company in the development of the patent pending BluFlowTM Treatment System, which incorporates the BluFlowTM Nanoparticles and BluFlowTM AUT, as well as research and development to determine additional applications for the BluFlowTM 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.

~~Series~~Payment Bunder ~~Warrants~~the Services Agreement is based upon time and materials and includes a bonus of stock options to purchase the Company’s common stock with vesting based on performance milestones. The Services Agreement can be terminated at any time by either party.

~~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~~ 11~~. 2010 Offering.”~~

AsNOTE of5. ~~September~~LICENSE ~~30, 2011, there were 20,000,000 Series B Warrants outstanding, all of which were fully vested, and exercisable until May 19, 2012.~~AGREEMENT

14On 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.

~~Item~~NOTE 26. ~~Management’s~~ ~~Discussion~~CONVERTIBLE ~~and~~NOTE ~~Analysis of Financial Condition and Results of Operations~~PAYABLE

~~Forward~~On May 20, 2011, Ceres Ventures issued a one year convertible promissory note in the amount of $100,000 to Mr. Jeet Sidhu (the “Sidhu Convertible Note”), one of Ceres Ventures’ non-~~Looking~~employee ~~Statements~~directors. The Sidhu Convertible Note bears interest at the rate of 8.5% per annum, which interest is accrued and payable on the maturity date of the Sidhu Convertible Note. As long as the Sidhu Convertible Note remains 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 Sidhu 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 our common stock equal to the amount of the converted indebtedness divided by $0.50 per share (after giving effect to the Reverse Split). In the event of default, 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. The issuance of the Sidhu Convertible Note did not result in a beneficial conversion feature.

~~This~~Pursuant ~~Report~~to onan ~~Form~~amendment ~~10-Q~~dated ~~contains forward-looking statements which involve assumptions and describe our future plans~~December 29, ~~strategies~~2011, ~~and~~the ~~expectations,~~Sidhu ~~and~~Convertible ~~are~~Note ~~generally~~is ~~identifiable~~payable ~~by use of words such~~ as ~~“may,”~~follows: ~~“will,”~~(a) ~~“should~~$50,”000 ~~“expect,”~~plus ~~“anticipate,”~~accrued ~~“estimate,”~~and ~~“believe,”~~unpaid ~~“intend,”~~interest orthereon ~~“project” or the negative of these words or other variations~~ on ~~these words~~ or ~~comparable~~before ~~terminology.~~January 31, ~~These~~2012 ~~statements are expressed in good faith~~ and ~~based~~(b) ~~upon~~the abalance ~~reasonable~~of ~~basis when made~~$50,000 ~~but~~plus ~~there~~accrued ~~can~~and beunpaid nointerest ~~assurance~~thereon ~~that~~on ~~these~~or ~~expectations~~before ~~will~~April be30, ~~achieved or accomplished~~2012.

~~Such~~On ~~forward-looking~~January ~~statements include statements regarding~~31, ~~among other things~~2012, ~~(a)~~we ~~our~~made ~~potential~~the ~~profitability and cash flows (b) our growth strategies (c) our future financing plans~~first $50,000 ~~and~~installment ~~(d)~~payment ~~our~~plus ~~anticipated~~accrued ~~needs~~interest ~~for~~on ~~working capital. This information may involve known and unknown risks, uncertainties, and other factors~~ that ~~may~~amount ~~cause~~according ~~our actual results, performance, or achievements~~ to ~~be materially different from~~ the ~~future~~terms ~~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~~the ~~Condition~~amended ~~and~~agreement ~~Results~~for ~~of Operations” as well as in this Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as~~ a ~~result~~total payment of ~~various and matters described in this Form 10-Q generally. In light of these risks and uncertainties~~$53, ~~there can be no assurance that the forward-looking statements contained in this filing will in fact occur~~086. 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~~At ~~forward-looking~~March ~~statements in this report reflect the good faith judgment of our management~~31, ~~forward-looking statements are inherently subject to known and unknown risks~~2012, ~~business,~~accrued ~~economic~~interest ~~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~~Sidhu ofConvertible ~~this~~Note ~~report.~~was ~~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~~$3, ~~other than as may be required by applicable law or regulation~~458. 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~~On ~~where~~April ~~the~~29, ~~context~~2012, ~~otherwise~~the ~~requires~~Company and ~~for~~Mr. Sidhu ~~purposes~~entered ofinto ~~this~~Amendment ~~Form~~No. ~~10-Q~~3 ~~only,~~related ~~“we,”~~to ~~“us,”~~the ~~“our,”~~Sidhu ~~“Company,”~~Convertible ~~“our~~Note ~~Company,”~~modifying the principal and ~~“PhytoMedical”~~interest ~~refer~~payment todate ~~PhytoMedical~~from April ~~Technologies~~30, ~~Inc.,~~2012 ato ~~Nevada~~June ~~corporation~~30, ~~and its consolidated subsidiaries~~2012.

~~Overview~~NOTE 7. ACCRUED PAYROLL LIABILITIES

~~The~~On ~~following~~March ~~discussion~~15, ~~and~~2010, ~~analysis~~Mr. ofGreg ~~our~~Wujek ~~financial~~tendered his ~~condition~~resignation as Ceres Ventures’ President and ~~results~~Chief ofExecutive ~~operations~~Officer (“~~MD&A~~CEO”). ~~should~~On beJune ~~read~~17, in2010, ~~conjunction~~Mr. ~~with~~Wujek tendered ~~our~~his ~~consolidated~~resignation ~~financial~~as ~~statements~~one of Ceres Ventures’ directors. As of his resignation date as the Company’s President and CEO, the ~~accompanying~~Company ~~notes~~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 ~~consolidated~~capital ~~financial~~resources ~~statements~~to ~~included~~do inso. ~~this~~Mr. ~~Form~~Wujek ~~10-Q~~has not made any demand for payment.

~~The~~NOTE ~~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~~8. ~~The~~PROMISSORY preparation of these 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.NOTE

15On October 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. 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 a director. Pursuant to SEC Rule 24b-2, certain portions of this agreement have been granted confidential treatment and therefore have not been disclosed.

~~Background~~Consideration given to Appeal for the license rights was $12,000 which was paid through the issuance of a promissory note. The note bears interest of 8% per annum and is compounded quarterly. In the event of default, the interest rate shall increase to 18% per annum and be due on demand.

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.”), and PolyPhenol Technologies Corporation (“PolyPhenol”).12

~~PhytoMedical~~On ~~Corp.~~October ~~was~~11, ~~incorporated~~2011, onwe ~~March~~entered ~~10,~~into ~~2004,~~an Exclusive inLicense Agreement with UCSB to exclusively license the ~~State~~technologies. For further details of ~~Nevada~~the ~~and~~license ~~has~~agreement norefer to ~~assets~~Note or5 ~~liabilities~~- License Agreement.

~~PolyPhenol~~During ~~was~~the ~~incorporated~~three onmonth ~~August~~periods 24ended March 31, ~~2004~~2012 and 2011, inwe ~~the~~recorded ~~State~~interest expense of ~~Nevada~~$259 and ~~has~~$240, norespectively, ~~assets~~related orto ~~liabilities~~this promissory note payable. At March 31, 2012, accrued interest related to the promissory note payable was $1,446.

~~Since~~NOTE ~~our~~9. ~~incorporation~~STOCKHOLDERS’ we have focused our activities on the development of new technologies (in particular pharmaceutical technologies and products) and, where warranted, acquisition of 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.DEFICIT

InShares 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 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 (“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.Authorized

~~Pursuant~~The toCompany’s ~~the~~authorized ~~MOI,~~capital consists weof ~~loaned SGC $30~~1,000,000 ~~(the~~shares ~~“SGC~~of ~~Loan”)~~preferred sostock, ~~that~~par itvalue ~~could~~$0.25, ~~maintain~~and ~~its mineral claims~~2,000,000,000 inshares ~~good~~of ~~standing~~common stock, ~~pending~~par ~~on-going~~value ~~negotiations~~of $0. ~~The~~00001. As ~~SGC~~of ~~Loan~~March ~~bore~~31, ~~interest~~2012, atthere anwere ~~annual~~zero ~~rate~~shares of ~~8.5%. Both~~preferred ~~the~~stock ~~principal~~issued and ~~the~~outstanding ~~accrued~~and ~~interest~~85,031,557 onshares ~~the~~of ~~SGC~~common ~~Loan~~stock ~~were~~issued and ~~repaid in January 2011~~outstanding.

OnCommon 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”). However, each of the parties to the Share Exchange Agreement, no longer believing that the conditions to closing of the transactions contemplated by the Share Exchange Agreement in fact could be satisfied, entered into a Termination Agreement and Mutual Release (the “Termination Agreement”), dated as of December 24, 2010.Stock

InBluFlow ~~anticipation~~was ~~that~~incorporated weon ~~would~~October ~~consummate~~14, 2010, ~~the~~with ~~SGC Acquisition and pursue~~ the ~~exploration~~issuance ~~and~~of ~~development~~60,000,000 shares of ~~the~~common ~~mineral~~stock ~~claims~~at ~~held~~$0.00033 byper ~~SGC,~~share weto ~~did~~two ~~not~~investors ~~pay~~and the ~~$20~~issuance of 300,000 Units ~~license~~at ~~maintenance~~$0.033 ~~fee~~per ~~that~~Unit ~~was~~to ~~due~~one oninvestor ~~September~~for 1,total ~~2010~~proceeds toof ~~the~~$30,000. ~~Trustees~~A ofUnit ~~Dartmouth~~equals ~~College~~one ~~(the~~share ~~“Dartmouth~~of ~~Trustees”).~~common Westock ~~had~~and ana ~~exclusive~~Series ~~license,~~C Warrants ~~granted~~to ~~pursuant~~purchase toone-half ashare ~~license~~of ~~agreement~~common ~~dated~~stock ~~September~~at 1,an ~~2008~~exercise ~~(the~~price ~~“Dartmouth~~of ~~License~~$0.16 ~~Agreement”)~~per share, ~~between~~with usan ~~and~~exercise ~~the~~period ~~Dartmouth~~commencing January ~~Trustees~~1, to2011 ~~develop,~~and ~~market~~expiring ~~and~~on ~~distribute~~December a31, ~~novel~~2012. ~~class~~The portion of ~~synthesized~~the ~~compounds~~Unit ~~known~~proceeds asallocated ~~bis-intercalators.~~to ~~Further~~common ~~development~~stock ofand ~~the~~warrants IVwas $8,308 ~~formulation~~and ~~for~~$1,692, ~~D11B~~respectively, and was ~~ceased~~determined inusing ~~anticipation~~the ofBlack-Scholes ~~the~~model ~~SGC~~as ~~Acquisition~~described below.

AsFrom November 2010 through May 2011, we conducted a ~~result~~private placement of up to 60,000,000 units of its securities at a price of $0.033 per unit. Each unit consisted of one share of common stock, $0.00001 par value per share and one-half of one Series C Warrant. Each Series C Warrant entitled the holder ~~termination~~to purchase one additional share of common stock at a an exercise price of $0.16 per share, expiring on December 31, 2012. As of the ~~Dartmouth~~termination ~~License~~date ~~Agreement~~of the Offering, we ~~recorded~~sold an8,865,000 ~~impairment~~units ~~charge~~for gross receipts of $15295,500. The Company issued 8,865,000 shares ~~during~~of ~~the~~its ~~quarter~~common ~~ended~~stock ~~September~~and 30Series C Warrants to purchase up to 4,432,500 ~~2010~~shares of common stock at an exercise price of $0.16 per share to ~~write-off~~the investors having subscribed for the ~~previously~~units. ~~paid~~The ~~license~~portion ~~fee~~of the proceeds allocated to common stock and warrants was $194,460 and $101,040, respectively, and was determined using the Black-Scholes model as described below.

AsOn ofDecember ~~September~~15, 12011, ~~2010~~we completed a subscription agreement for the sale of 1,500,000 ~~all~~shares of ~~our~~common ~~business~~stock ~~relationships~~at ~~had~~$0.033 ~~been~~per ~~terminated~~share ~~and~~for wetotal ~~have~~proceeds ~~been~~of ~~deemed~~$50,000. aThis ~~“shell~~offering ~~company”~~was exempt ~~under~~from ~~SEC~~registration ~~rules.~~pursuant ~~Accordingly~~to the provisions of Section 4(2) of the Securities Act of 1933, weas ~~are~~amended ~~currently~~(“the ~~undertaking~~1933 Act”) ~~efforts~~and toRegulation ~~identify~~D ~~new~~as ~~commercial~~promulgated ~~opportunities~~by the SEC under the 1933 Act.

On ~~August~~February 2913, ~~2011~~2012, the ~~Board~~Company began offering for sale up to 15,000,000 units of ~~Directors~~its ~~requested~~securities ~~shareholder~~on ~~approval~~a tobest ~~change~~efforts ~~the~~basis ~~Company’s~~no ~~name~~with tominimum ~~Ceres~~at ~~Ventures~~a price of $0.20 per unit ($3,000,000 ~~Inc~~in the aggregate). ~~The~~Each ~~Board~~unit consists of: ~~Directors~~(i) ~~believes~~one ~~that~~share byof ~~changing~~its ~~the~~common ~~Company’s~~stock, ~~name~~$0.00001 topar ~~Ceres~~value ~~Ventures,~~per ~~Inc~~share; and (ii) one-half of one Series D Stock Purchase Warrant., ~~the~~Each ~~Company~~full ~~can~~Series ~~expand~~D Warrant entitles the ~~scope~~holder to purchase one additional share of ~~commercial~~our ~~opportunities~~common itstock ~~may~~at ~~enter~~a ~~into~~price ~~and~~of ~~not~~$0.30 ~~limit~~for ~~itself~~a toperiod commencing on the ~~pharmaceutical/medical~~date ~~sector~~of issuance and terminating on December 31, 2013.

The affirmative vote of a majority of the shares of common stock held by stockholders will be required to effect the change of the Company’s name to Ceres Ventures, Inc. Once approved, we will file the necessary paperwork with the State of Nevada, the SEC, and the Financial Industry Regulatory Authority (“FINRA”) to effect the name change. We anticipate effecting the name change on November 21, 2011, subject to regulatory approval.Warrants

16As part of the November 2010 – May 2011 private placement discussed above, BluFlow issued a total of 4,582,500 Series C Common Stock Purchase Warrants. On December 29, 2011, the date of the merger, Ceres Ventures had warrants outstanding to purchase 400,000 shares of common stock at an exercise price of $1.50 per share. The Ceres Ventures’ warrants expire on May 19, 2012.

~~Our~~The ~~Board~~Company ofestimated ~~Directors~~the ~~has~~fair ~~also~~value ~~determined that it is in our best interest to execute a reverse stock split~~ of the ~~our~~warrants ~~common stock~~ on the ~~basis of one-for-fifty (the “Reverse Stock Split”). Each fifty shares of common stock outstanding at the effective~~ date of ~~the~~grant ~~Reverse~~using ~~Stock Split (~~the ~~“Effective~~Black-Scholes ~~Date”)~~option-pricing ~~will~~model ~~automatically become one share of common stock,~~ with ~~all fractional shares being rounded up to~~ the ~~nearest~~following ~~whole~~weighted-average ~~share.~~assumptions:

The Reverse Stock Split is subject to the affirmative vote of a majority of the shares of common stock held by stockholders. Once approved, we will file the necessary paperwork with the State of Nevada, the SEC, and FINRA to effect the Reverse Stock Split. We anticipate effecting the Reverse Stock Split on November 21, 2011, subject to regulatory approval.13

Both the name change and Reverse Stock Split will be voted upon at the Company’s 2011 Annual Meeting of Shareholders, which is expected to be held on November 10, 2011.

	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

We* ~~are~~As ~~currently~~a ~~undertaking~~newly ~~efforts~~formed entity it is not practicable for it to ~~identify~~estimate ~~new~~the ~~commercial~~expected ~~opportunities.~~volatility Weof doits ~~not~~share ~~expect~~price. toThe ~~generate~~Company ~~any~~selected ~~revenues~~two ~~for~~(2) ~~the~~comparable ~~foreseeable~~public companies ~~future~~listed ~~and~~on ~~expect~~NYSE toAmex ~~continue~~or toNASDAQ ~~incur~~Capital ~~losses.~~Market ~~Our~~engaged ~~independent~~in ~~registered~~similar ~~public~~activities ~~accountant~~to ~~has~~calculate ~~issued~~the anexpected ~~audit~~volatility. ~~opinion~~The Company ~~which~~calculated ~~includes~~the acomparable ~~statement~~companies’ ~~expressing~~historical ~~substantial~~volatility ~~doubt~~over asthe toexpected ~~our~~life ~~ability~~and toaveraged ~~continue~~them as aits ~~going concern~~expected volatility.

~~Results~~During ofthe ~~Operations~~three month period ended March 31, 2012, no warrants were granted, exercised or cancelled.

~~Three~~NOTE ~~and~~10. ~~Nine~~SHARED ~~Months~~BASED ~~Ended September 30, 2011 and 2010~~COMPENSATION

~~Operating~~On ~~Expenses~~December 29, 2011, the Company approved the 2011 Long Term Stock Incentive Plan (the “2011 Plan”), pursuant to which the Board is authorized to grant up to 10,000,000 shares of the Company’s common stock, which have been reserved for issuance. The 2011 Plan has not yet been approved by the Company’s stockholders.

~~Below~~In isaccordance awith ~~summary~~the 2011 Plan, shares issued may be either authorized but unissued shares, treasury shares or any combination of ~~our~~these ~~operating~~shares. ~~expense~~Additionally, ~~for~~the 2011 Plan permits the ~~three~~reuse or reissuance of shares of common stock which were canceled, expired, forfeited or, in the case of stock appreciation rights (“SARs”), paid out in the form of cash. Awards include non-qualified and ~~nine~~incentive ~~months~~stock ~~ended~~options, stock ~~September~~appreciation 30rights, ~~2011~~restricted stock, other stock-based awards, and ~~2010:~~performance-based compensation awards, 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 March 31, 2012, 9,370,000 shares remain available for issuance pursuant to the 2011 Plan.

	Three Months Ended								Nine Months Ended
	September 30,					Increase/			September 30,					Increase/
	2011		2010			(Decrease)			2011		2010			(Decrease)
Operating expense (income)
Director and management fees - related party	$	8,250	$	18,000		$	(9,750	)	$	33,750	$	32,950		$	800
Investor relations and marketing		1,125		8,425			(7,300	)		3,721		16,187			(12,466	)
Wages and benefits		-		-			-			-		(2,566,368	)		2,566,368
Research and development		-		4,964			(4,964	)		-		8,764			(8,764	)
Professional fees		23,600		66,662			(43,062	)		78,685		226,992			(148,307	)
Impairment of license fee		-		15,000			(15,000	)		-		15,000			(15,000	)
Other operating expenses		6,491		(125	)		6,616			18,663		36,268			(17,605	)
Total operating expense (income)	$	39,466	$	112,926		$	(73,460	)	$	134,819	$	(2,230,207	)	$	2,365,026

Stock Options

~~Director~~On June 10, 2011, the Company granted options to purchase 180,000 shares of the Company’s common stock to each of two individuals at an exercise price of $0.033 per share. On June 10, 2011, the Company granted options to purchase 180,000 shares of the Company’s common stock to each of three (3) individuals at an exercise price of $0.037 per share. The options granted on June 10, 2011 vest as follows: one-third vested on grant date, one-third vesting one year from grant date, and ~~Management~~the ~~fees~~final –one-third ~~Related~~vesting ~~Party~~two years from grant date.

On ~~June~~November 310, ~~2010~~2011, in ~~order~~connection ~~to fill vacancies created by~~ with the ~~resignations~~resignation of ~~Mr.~~one ~~Lynch~~of ~~and~~the ~~Mr.~~Company’s ~~Branning~~directors, ~~the~~Arturo ~~Board~~Keller, ofmanagement ~~Directors~~canceled ~~appointed~~180,000 ~~Messrs.~~stock ~~Amit~~options S.granted ~~Dang and Jeet S. Sidhu~~ to ~~our~~him on ~~Board~~June of10, ~~Directors. The~~2011 ~~Board~~in ofaccordance ~~Directors~~with ~~also approved~~ the ~~terms~~Long ofTerm anIncentive ~~Interim~~Plan, ~~Executive Services Agreement between us~~ and ~~Mr.~~awarded ~~Dang~~him ~~(the~~150,000 ~~“Executive~~shares ~~Services~~of ~~Agreement”)~~restricted ~~pursuant~~common ~~to which Mr~~stock. ~~Dang~~The fair ~~was~~value ~~appointed~~of ~~our~~the ~~President~~options ~~and~~exchanged, ~~Chief~~calculated ~~Executive~~using ~~Officer. On~~the ~~June~~Black-Scholes 22valuation model, ~~2010~~was $3,370 inimmediately ~~order~~prior to ~~fill~~ the ~~vacancy~~exchange and ~~created by~~ the ~~resignation~~fair value of ~~Mr. Krauss,~~ the ~~Board~~new ofawards ~~Directors~~was ~~also~~calculated ~~appointed~~at ~~Mr. Dang to serve as our Chief Financial Officer, Treasurer, and Secretary. Mr. Dang received compensation of~~ $5,000 ~~per month through March 31, 2011~~. ~~Effective April 1~~Therefore, ~~2011,~~the ~~Mr. Dang agreed to a curtailment in compensation to~~ $21,~~500~~630 ~~per~~incremental ~~month~~value ~~during the remaining term~~ of the ~~Executive~~new ~~Services~~award ~~Agreement. We~~over ~~may terminate~~ the exchanged ~~Executive~~options ~~Services~~and ~~Agreement at any time with or without cause. During~~ the ~~three and nine months ended September 30, 2011, we incurred~~ $72,~~500~~184 ~~and~~of ~~$30,000,~~unrecognized ~~respectively,~~compensation ~~pursuant~~expense tofor the ~~Executive~~original ~~Services Agreement. During the three and nine months ended September 30~~award, ~~2010,~~or ~~we incurred~~ $153,~~000 and $20~~814,~~000,~~ ~~respectively,~~was ~~pursuant~~recognized ~~to the Executive Services Agreement~~immediately.

17On November 14, 2011, the Company entered into option exchange agreements with three of the five individuals granted stock options on June 10, 2011 whereby the stock options were exchanged for a lesser number of shares of restricted common stock. The restricted stock was granted with the same vesting terms as the stock options which is one-third vesting on grant date, one-third vesting one year from grant date, and the final one-third vesting two years from grant date. As a result of this agreement, 540,000 stock options were cancelled and 405,000 shares of restricted common stock were issued with a vesting schedule as follows: one-third vesting immediately, one-third vesting on each June 10, 2012 and 2013.

Until May 31, 2010, non-employee Board members received $250 per month for services rendered in the capacity of a Board member plus $100 per Board meeting attended. The Board approved an increase, effective June 1, 2010, in non-employee Board fees to $750 per month. Effective April 1, 2011, non-employee board compensation was reduced to $250 per month.14

~~During~~The fair value of the ~~three~~options ~~months~~exchanged, calculated ~~ended~~using ~~September~~the 30Black-Scholes valuation model, ~~2011~~was $10,230 immediately prior to the exchange and ~~2010~~the fair value of the new awards was calculated at $13,500. weTherefore, ~~incurred~~the $~~750~~3,270 incremental value of the new awards over the exchanged options and the $36,~~000~~895 of unrecognized compensation expense for the original award, ~~respectively~~or $10,165, inwill ~~non-employee~~be ~~director~~amortized ~~fees~~on a straight line basis, over the remaining vesting period.

~~During~~On ~~the~~November ~~nine months ended September 30~~14, 2011 ~~and 2010~~, wethe ~~incurred~~stock ~~$3,750~~options for ~~and~~the ~~$6,950,~~fifth ~~respectively,~~individual inissued ~~non-employee~~stock ~~director~~on ~~fees.~~June ~~Additionally~~10, ~~during~~2011 ~~the~~were ~~nine~~cancelled. ~~months~~As ~~ended~~no ~~September~~replacement ~~30,~~award ~~2010,~~was ~~we recognized $6~~granted,~~000~~ inall ~~stock~~remaining unamortized compensation ~~(net~~expense ofwas ~~the~~recognized ~~reversal~~immediately ofin ~~stock compensation of $458 for~~ the ~~forfeiture~~amount of ~~stock options upon resignation by certain directors) for stock options previously granted to directors and vesting over time~~$2,623.

~~Investor~~The ~~Relations~~table ~~and~~below ~~Marketing~~summarizes the Company’s stock option activities through March 31, 2012:

Investor relations and marketing costs represent fees paid to publicize our technologies within the industry and investor community with the purpose of increasing company recognition. We utilize various third parties to manage our investor relations and facilitate our marketing programs, to increase company recognition and branding, and to provide shareholder communications.

	Number of Options		Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at December 31, 2011		360,000	$	0.083
Granted		-
Exercised		-
Cancelled or expired		-
Outstanding at March 31, 2012		360,000	$	0.083		9.27	$	2,400

Exercisable at March 31, 2012		120,000	$	0.083		9.27	$	2,400

The ~~decrease~~Company inestimated ~~investor relations and marketing during~~ the ~~three~~fair ~~months~~value ~~ended September 30, 2011 compared to~~ of the ~~same~~stock ~~period~~options inon ~~2010 is substantially due to $5,500 incurred in~~ the ~~previous~~date ~~year for the publication~~ of ~~our~~grant ~~financial~~using ~~statements and other corporate information in various financial periodicals and $1,800 incurred for~~ the ~~press~~Black-Scholes ~~release~~option-pricing ~~announcing~~model ~~that~~with ~~we were continuing negotiations for~~ the ~~acquisition~~following ofweighted-average ~~Standard Gold Corp.~~assumptions:

The decrease in investor relations and marketing during the nine months ended September 30, 2011 compared to the same period in 2010 is substantially due to the $5,500 incurred in the previous year for the publication of our financial statements and other corporate information in various financial periodicals and $7,150 incurred for the press release announcing that we had signed a letter of intent with a leading Chinese research organization to conduct IND-enabling studies on our anti-cancer compound for glioblastoma, D11B that was developed under our previous Sponsored Research Agreement with Dartmouth and the announcement of the appointment of Dr. James Lynch as our President and Chief Executive Officer, effective March 15, 2010 (Dr. Lynch subsequently resigned as one of our Directors and from all executive officer positions, effective May 31, 2010).

	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

~~Wages~~* As a newly formed nonpublic entity it is not practicable for it to estimate the expected volatility of its share price. The Company selected two (2) comparable public companies listed on NYSE Amex or NASDAQ Capital Market engaged in similar activities to calculate the expected volatility. The Company calculated the comparable companies’ historical volatility over the expected life and ~~Benefits~~averaged them as its expected volatility.

We ~~did~~recorded ~~not~~$387 ~~incur~~and ~~any~~$nil ~~wages~~in ~~and~~stock ~~benefits~~option compensation expense ~~during~~for the three ~~and~~month ~~nine~~periods ~~months~~ ended ~~September~~March 3031, ~~2011~~2012 orand ~~the~~2011, ~~three months ended September 30~~respectively, ~~2010.~~as ~~Please~~research ~~refer to “Director~~ and ~~management~~development ~~fees – related party” above for amounts paid to Mr~~expenses. An ~~Dang~~estimated $2,417 ~~our~~will ~~consultant~~be ~~President,~~expensed ~~Chief~~over ~~Executive~~the ~~Officer,~~remaining ~~and~~vesting ~~Chief~~period ~~Financial~~of ~~Officer~~1 year.

During the nine months ended September 30, 2010, we incurred $50,135 in wages and benefits expense for services rendered by Dr. James 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 as 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 agreement between us and Mr. Wujek was terminated and all of the 2,000,000 stock options previously granted to Mr. Wujek, none of which had vested, were forfeited upon his resignation and termination of employment. Accordingly, during the nine months ended September 30, 2010, we recorded a reversal of stock compensation expense previously recorded for the fair value of Mr. Wujek’s stock options of $2,667,500. The nine months ended September 30, 2010 also includes stock compensation of $6,311 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 common stock at an exercise price of $0.04 per share. The stock option granted to Dr. Lynch was subsequently forfeited upon him tendering his resignation, effective May 31, 2010. We recorded a reversal of stock compensation of $6,311 during the same nine month period ending September 30, 2010 for a net $0 impact to the consolidated financial statements during this period.

18Restricted Stock

~~Research~~The ~~and~~table ~~Development~~below summarizes the Company’s restricted stock activities through March 31, 2012:

Research and development expense for the three and nine months ended September 30, 2010 consists of payments made to a third party for the development of our former D11B compound.

	Number of Restricted Shares		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2011		270,000	$	0.033
Granted		-
Vested		-
Cancelled or expired		-
Nonvested at March 31, 2012		270,000	$	0.033

~~Professional~~We ~~Fees~~recorded $1,483 and $nil in restricted stock compensation expense for the three month periods ended March 31, 2012 and 2011, respectively. An estimated $7,916 will be expensed over the remaining vesting period of 1.19 years.

~~Professional~~NOTE ~~fees~~11. ~~primarily~~RELATED ~~consist~~PARTY ~~of accounting fees, audit and tax fees, legal fees, and SEC related filing costs.~~TRANSACTIONS

Professional fees decreased $43,062 for the three months ended September 30, 2011, compared to the three months ended September 30, 2010, substantially due to a decrease in legal fees of approximately $37,800. Legal fees incurred during the prior year included fees related to the preparation and filing of our Form S-1, fees incurred as a result of changes in the composition of our executive team and Board of Directors, and services performed in connection with the MOI between us and Standard Gold Corp. Also contributing to the decrease in professional fees was a decrease in accounting related fees of approximately $3,200. These fees were higher during the prior year due to the filing of our Form S-1 (and related correspondence) in addition to various Form 8-K’s.Services

~~Professional~~The ~~fees~~Company ~~decreased~~was ~~$148,307~~provided ~~for~~legal ~~the~~services by ~~nine~~a ~~months~~company ~~ended~~owned ~~September~~by ~~30,~~a ~~2011,~~director. ~~compared~~The toCompany ~~the~~recorded ~~nine months ended September 30, 2010, substantially due to decreases in legal fees of approximately~~ $~~105~~24,~~900,~~000 ~~accounting related fees of approximately $20,700,~~ and ~~SEC filing costs of approximately~~ $1441,~~600.~~463 ~~Legal~~for ~~fees~~these ~~were~~services ~~significantly~~for ~~higher in~~ the ~~previous~~three ~~year~~month asperiods aended March ~~result of the preparation and filing of our Form S-1~~31, ~~fees~~2012 ~~incurred as a result of changes in the composition of our executive team~~ and ~~Board of Directors~~2011, ~~execution of stock option agreements, and services performed in connection with the receipt of $400,000 pursuant to the 2010 Offering and in connection with the MOI between us and Standard Gold Corp~~respectively. The decrease in accounting related fees is substantially due to the filing of our Form S-1 during the prior year and the decrease in corporate activity previously described. The decrease in SEC filing costs is due to the filing of our Form S-1 (and related correspondence) during the prior year in addition to various Form 8-K’s.

~~Impairment~~Office ~~of License Fee~~Space

OnThe ~~September~~Company 1,has ~~2008,~~been weprovided ~~entered~~office ~~into~~space at ~~Dartmouth~~no ~~License~~cost ~~Agreement~~by ~~with~~an entity under common control of a director of the ~~Dartmouth~~Company, ~~Trustees~~which ~~pursuant~~holds a formal lease to ~~which~~the wepremises. ~~obtained~~No formal lease exists with the ~~exclusive~~Company ~~rights~~and the director may choose to ~~develop,~~cease ~~market~~providing ~~and~~the ~~distribute~~Company awith ~~novel~~office ~~class~~space ofat ~~synthesized~~any ~~compounds~~time. ~~known~~The asmanagement determined ~~bis-intercalators~~that such cost is nominal and did not recognize rent expense in its financial statements.

~~Under~~NOTE 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 made12. COMMITMENTS

~~Upon~~Consulting consummation of the SGC acquisition our intention was to terminate the Dartmouth License Agreement and pursue the exploration and development of the mineral claims held by SGC. As a result of the potential termination of Dartmouth License Agreement, we recorded an impairment charge of $15,000 at September 30, 2010 to write-off the previously paid license fee.Agreements

~~Other~~On ~~Operating~~January ~~Expenses~~1, 2011, the Company entered into an At-Will Consulting Agreement with its President and Chief executive officer which requires that he be paid an annual salary of $100,000. On July 1, 2011, the annual salary to be paid was amended to $120,000. The agreement is at will and can be terminated by either party, at any time, with or without cause, by providing written notice. The officer has the right, but is not obligated, to convert all compensation owed into the Company’s common stock at a price of $0.01 per share, adjusted for any increase or decrease in the number of issued shares of stock of the Company resulting from a stock split, stock dividend combination, subdivision or reclassification of shares. On June 10, 2011, the officer was granted options to purchase 180,000 shares of the Company’s common stock at $0.033 per share, with 60,000 options vesting immediately, 60,000 vesting on the one year anniversary and 60,000 vesting on the 2 year anniversary. On November 14, 2011, the 180,000 stock options were exchanged for 135,000 shares of restricted common stock with the same vesting schedule.

~~Other~~On ~~operating~~June ~~expenses~~9, ~~include~~2011, ~~patent~~the ~~application~~Company ~~fees~~entered into an At-Will Consulting Agreement with its chief financial officer which requires that she be paid on a monthly basis of $1,500 ~~travel~~per month. ~~and~~One ~~entertainment~~third of this monthly fee is to be deferred without accruing interest until the Company shall effect one or more financing transactions from which the Company receives net proceeds of not less than $500,000. ~~rent~~The officer was granted, ~~office~~at ~~supplies~~signing, ~~printing~~options to purchase 180,000 shares of the Company’s common stock at $0.033 per share, with 60,000 options vesting at signing, 60,000 vesting on the one year anniversary and ~~mailing~~60,000 ~~information~~vesting ~~technology~~on ~~related~~the ~~fees~~2 year anniversary. On November 14, 2011, the 180,000 stock options were exchanged for 135,000 shares of restricted common stock with the same vesting schedule. The agreement is at will and ~~other~~can ~~administrative~~be terminated ~~costs~~by either party, at any time, with or without cause, by providing written notice.

During the three months ended September 30, 2010, we had other operating income of $125 due to the reversal of a $10,000 accrual recorded at June 30, 2010 for estimated travel and entertainment expense. Actual travel and entertainment related expense was approximately $2,500, which was $7,500 less than management’s estimate. We deemed this difference to be immaterial to the consolidated financial statements taken as a whole. Excluding the net credit of $7,500 included in “other operating expenses”, we had operating expense of $7,375 during the three months ended September 30, 2010 compared to $6,491 during the three months ended September 30, 2011. The slight decrease from prior year is primarily related to the reduction in telephone related expenses incurred by the executive team and Board of Directors.16

19NOTE 13. SUBSEQUENT EVENTS

~~Other~~The ~~operating~~Company ~~expenses~~has ~~decreased~~evaluated ~~$17,605~~all ~~for~~events ~~the~~that occurred ~~nine~~after ~~months~~the ~~ended~~balance ~~September~~sheet ~~30,~~through ~~2011,~~the asdate ~~compared~~when to the ~~nine~~financial ~~months~~statements ~~ended~~were ~~September~~issued ~~30,~~for ~~2010,~~possible ~~substantially~~adjustment ~~due~~ to ~~a reduction in printing and mailing costs of approximately $6,800, patent filing fees of approximately $4,300, and~~ the ~~$7,500~~financial statements ~~net~~or ~~credit for travel and entertainment related expenses discussed in the preceding paragraph~~disclosures. ~~During~~Management ~~the prior year, we distributed an Information Statement pursuant to Section 14(c)~~ of the ~~Securities~~Company ~~Exchange~~determined ~~Act of 1934, as amended, whereby in January 2010, we informed our investors~~ that ~~certain~~there ofwere ~~our~~no ~~stockholders,~~reportable ~~representing~~subsequent aevents ~~majority of our issued and outstanding shares of common stock, voted~~ to ~~increase~~be ~~the number of authorized shares of common stock issuable from 300,000,000 to 2,000,000,000~~disclosed.

~~Other expense~~17

~~Below~~Item is2. aManagement’s ~~summary~~Discussion ofand ~~our~~Analysis ~~other~~of ~~expense~~Financial ~~for~~Conditions ~~the three~~ and ~~nine~~Results ~~months~~of ~~ended September 30, 2011 and 2010:~~Operations

	Three Months Ended									Nine Months Ended
	September 30,									September 30,
	2011			2010			Change			2011			2010			Change
Other expense
Interest expense	$	(26,055	)	$	(26,379	)	$	324		$	(107,067	)	$	(68,090	)	$	(38,977	)
Interest income		-			251			(251	)		-			251			(251	)
Foreign exchange loss		-			-			-			(35	)		-			(35	)
Total other expense	$	(26,055	)	$	(26,128	)	$	73		$	(107,102	)	$	(67,839	)	$	(39,263	)

Forward-Looking Statements

~~Interest~~Except ~~expense~~for the historical information presented in this document, the matters discussed in this Form 10-Q (this “Form 10-Q”) for the quarter ended March 31, 2012, 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.

~~Interest~~Such ~~expense~~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 ~~three~~technology ~~months~~industry ~~ended~~(e) ~~September~~our 30future financing plans and (f) our anticipated needs for working capital. This information may involve known and unknown risks, ~~2011~~uncertainties, ~~represents~~and ~~accrued~~other ~~interest~~factors ofthat ~~$22~~may cause our actual results,~~871~~ onperformance, or achievements to be materially different from the $1future results,~~067~~ performance,~~527~~ ~~convertible~~or ~~note~~achievements ~~payable~~expressed toor Mrimplied by any forward-looking statements. These ~~Harmel~~statements Smay be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this Form 10-Q generally. ~~Rayat~~Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, ~~accrued~~including, ~~interest~~without limitation, the matters described in this Form 10-Q generally. In light of $2these risks and uncertainties,~~143~~ onthere can be no assurance that the ~~$100~~forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing,~~000~~ ~~Sidhu~~we ~~Convertible~~will ~~Note~~provide such further material information, ~~and~~if $1any,~~041~~ ~~for~~as may be necessary to make the ~~accretion~~required statements, in light of the ~~discount~~circumstances onunder ~~the~~which ~~Rayat~~they are ~~Convertible~~made, ~~Note~~not misleading.

~~Interest~~Although ~~expense~~forward-looking ~~for~~statements in this report reflect the ~~three~~good ~~months~~faith ~~ended~~judgment ~~September~~of 30our management, ~~2010~~forward-looking ~~represents~~statements ~~accrued~~are ~~interest~~inherently ofsubject ~~$22,871~~to onknown ~~the~~and unknown $1risks,~~067~~ business,~~527~~ ~~convertible~~economic ~~note~~and ~~payable~~other risks and uncertainties that may cause actual results to ~~Mr.~~be ~~Harmel~~materially Sdifferent from those discussed in these forward-looking statements. ~~Rayat,~~Readers ~~accrued~~are ~~interest~~urged ofnot ~~$857~~to place undue reliance on ~~the~~these ~~$40~~forward-looking statements,~~000~~ which ~~convertible~~speak ~~note~~only ~~payable~~as of the date of this report. We assume no obligation to aupdate ~~non~~any forward-~~affiliated~~looking ~~third~~statements ~~party~~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 ~~$2,651~~consider ~~for~~the various disclosures made by us in our reports filed with the ~~accretion~~Securities and Exchange Commission which attempt to advise interested parties of the ~~discount~~risks onand 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 ~~convertible~~underlying assumptions ~~notes~~prove ~~payable~~incorrect our actual results may vary materially from those expected or projected.

~~Interest~~Except ~~expense~~where ~~for~~ the ~~nine~~context ~~months~~otherwise ~~ended~~requires and ~~September~~for ~~30,~~purposes ~~2011,~~of ~~represents~~this ~~accrued~~10-Q ~~interest~~only, of“we,” ~~$67~~“us,~~868~~” ~~on the Rayat Convertible Note~~“our,” ~~accrued interest of $1~~“Company,~~469~~” on“our ~~a $40~~Company,~~000~~” and ~~convertible~~“Ceres” ~~note~~refer ~~payable~~ to aCeres ~~non-affiliated third party~~Ventures, ~~interest accrued of $3~~Inc.,~~097~~ ona ~~the~~Nevada ~~$100~~corporation,~~000~~ ~~Sidhu Convertible Note,~~ and ~~$34,633~~its ~~for~~consolidated ~~the accretion of the discount on the convertible notes payable~~subsidiary.

Interest expense for the nine months ended September 30, 2010, represents accrued interest of $63,257 on a $750,000 note payable (from January 1 through February 28, 2010) and Rayat Convertible Note (from March 1 through June 30, 2010), accrued interest of $1,975 on a $40,000 convertible note payable to a non-affiliated third party, and $2,858 for the accretion of the discount on the convertible notes payable.Overview

~~Please~~The ~~refer~~following todiscussion ~~“Convertible~~and ~~Notes~~analysis ~~Payable~~of our –financial ~~Current”~~condition and ~~“Notes~~results ~~Payable~~of ~~and~~operations ~~Convertible~~(“MD&A”) ~~Note~~should ~~Payable~~be –read ~~Long~~in ~~Term”~~conjunction ~~below~~with ~~for~~our ~~the~~consolidated financial ~~terms~~statements and ~~conditions~~the ofaccompanying notes to the ~~notes~~consolidated ~~discusses~~financial statements included in ~~the~~this ~~preceding~~Form ~~paragraphs~~10-Q.

20The 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. The preparation of these 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.

~~Liquidity and Capital Resources~~18

The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred cumulative losses of $24,354,582 through September 30, 2011, and do not have positive cash flows from operating activities. Additionally, we have expended a significant amount of cash in developing our former technologies. We face all the risks common to companies that are relatively new, including under capitalization and uncertainty of funding sources, high initial 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, and continue to 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 our business operations. 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.Background

~~Our~~We ~~principal~~were ~~source~~incorporated ~~of liquidity is cash~~ in the ~~bank. At~~State ~~September~~of 30Nevada on July 25, ~~2011~~2001, weunder ~~had~~the ~~cash~~name ~~and~~“Enterprise ~~cash equivalents of $15~~Technologies,~~070~~ Inc.,” Wewe ~~have~~changed ~~financed~~ our ~~operations~~name ~~primarily~~to ~~from~~Ceres ~~$400~~Ventures,~~000~~ ~~received~~Inc. ~~pursuant~~on toNovember 21, ~~the~~2011. ~~2010~~The ~~Offering~~accompanying ~~(see~~consolidated ~~“2010~~financial ~~Offering”~~statements ~~below),~~include the ~~issuance~~accounts of ~~convertible~~the ~~notes~~Company ~~payable~~and toour ~~stockholders~~wholly ~~(see~~owned ~~“Convertible~~subsidiary BluFlow ~~Notes~~Technologies, ~~Payable~~Inc. ~~– Current~~(“BluFlow”). ~~and~~BluFlow ~~“Notes~~was ~~Payable~~incorporated ~~and~~on ~~Convertible~~October ~~Note~~14, ~~Payable – Long Term” below)~~2010, ~~and~~in ~~net~~the ~~proceeds~~State of ~~$3,109,500 received pursuant to a private placement completed in September 2007~~Delaware.

~~Net~~Prior ~~cash~~to ~~used~~our acquisition inof ~~operating~~BluFlow ~~activities~~we ~~was~~had ~~$119~~been a “shell company,~~481~~” ~~for~~as ~~the~~that ~~nine~~term ~~months~~is ~~ended~~defined ~~September~~in ~~30,~~Rule ~~2011,~~405 ~~compared~~of tothe ~~$334~~Securities Act of 1933,~~217~~ ~~for~~as amended (the ~~same~~“Securities ~~period~~Act”) inand ~~2010~~had initiated our search for a commercially viable business. ~~The~~ ~~decrease~~In order ofto ~~$214,736~~facilitate inour ~~cash~~efforts, ~~used~~on inNovember ~~operating~~21, ~~activities~~2011, ~~was~~we ~~primarily~~changed ~~due~~our name to ~~decreases~~Ceres inVentures, ~~payments~~Inc. ~~made~~and ~~for~~implemented ~~wages~~a ~~and~~one-for-fifty reverse ~~benefits~~share consolidation (~~see~~the “~~Wages~~Reverse ~~and Benefits~~Split”). ~~above~~The Reverse Split was declared effective by the Financial Industry Regulatory Authority (“FINRA”) on December 12, 2011. All shares and ~~professional~~share ~~fees~~prices ~~(see~~have ~~“Professional~~been ~~Fees”~~retroactively changed ~~above)~~to reflect the Reverse Split.

~~Net~~Reverse cash provided by investing activities was $30,000 for the nine months ended September 30, 2011, compared to net cash used in investing activities of $30,000 for the same period in 2010. On August 25, 2010, pursuant to the MOI with SGC, we loaned SGC $30,000 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.Merger

~~Net~~On ~~cash~~December ~~provided~~29, by2011, ~~financing~~Ceres ~~activities~~Ventures, ~~was~~Inc. entered ~~$60,000~~into ~~for~~an ~~the~~Agreement ~~nine~~of ~~months~~Merger ~~ended~~and ~~September~~Plan 30of Reorganization (the “Merger Agreement”) with BluFlow, ~~2011~~a ~~compared~~privately held toDelaware ~~$440~~corporation,~~000~~ ~~for~~and ~~the~~Ceres ~~same~~Ventures ~~period~~Acquisition inCorp., ~~2010~~Ceres Ventures, Inc. ~~Please~~’s ~~refer~~newly toformed, wholly-owned Delaware subsidiary (“~~2010~~Acquisition ~~Offering~~Sub”), ~~“Convertible~~pursuant ~~Notes~~to ~~Payable~~which –BluFlow ~~Current”,~~merged with and ~~“Notes~~into ~~Payable~~Acquisition ~~and~~Sub, ~~Convertible~~with ~~Note~~BluFlow as ~~Payable~~the –surviving ~~Long~~entity, ~~Term”~~causing ~~below~~BluFlow ~~for~~to ~~details~~become ~~regarding~~a wholly-owned subsidiary (the ~~sources~~“Reverse ofMerger”). ~~cash~~The ~~provided~~Reverse Merger bywas completed in order to obtain access to public markets for financing ~~activities~~for the Company’s patented BluFlowTM Treatment System.

~~2010~~On ~~Offering~~December 29, 2011, each pre-merger issued and outstanding share of capital stock of Ceres Ventures, Inc. was converted into and became one fully paid share of common stock of the Company for a total of 4,829,872 shares of common stock.

OnPursuant ~~May~~to 4,the ~~2010,~~terms ~~our~~of ~~registration~~the ~~statement~~Merger onAgreement the ~~Form~~Company ~~S-1~~issued ~~(the~~71,794,860 ~~“Registration~~shares ~~Statement”)~~of ~~was~~its ~~declared~~common ~~effective~~stock byto the ~~SEC~~stockholders of BluFlow for 23,931,620 shares of BluFlow common stock and weexchanged ~~commenced~~with ~~our~~BluFlow ~~self~~stockholders ~~directed~~who ~~public~~were ~~offering~~also ~~(the~~holders ~~“2010~~of ~~Offering”)~~common instock ~~accordance~~purchase ~~with~~warrants ~~the~~to ~~Prospectus~~purchase ~~dated~~up ~~May~~to 4an aggregate of 1,527,500 ~~2010~~shares ~~and~~of ~~included~~BluFlow incommon ~~the~~stock ~~Registration~~at ~~Statement,~~an initial price of up$0.50 toper ashare, ~~maximum~~substantially ofidentical ~~200~~warrants to purchase up to 4,~~000~~582,~~000~~500 ~~units~~shares (of the ~~“Units”)~~Company’s ofcommon ~~our~~stock ~~securities~~ at aan initial exercise price of $0.0116 per ~~Unit~~share (the “Exchange Warrants”), which expire on December 31, 2012. ~~Each~~ ~~Unit~~The ~~consists~~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.

·BluFlow’s ~~one~~stockholders ~~(1)~~were ~~share~~issued the shares of ~~our~~the Company’s common stock and the Exchange Warrants in reliance upon exemptions afforded to the Company by, but ~~$0.00001~~not ~~par~~limited ~~value~~to, ~~per~~the ~~share;~~provisions of Regulation D and, Regulation S and upon representations made to the Company by those stockholders that they meet the exemption requirements afforded by Regulation D or Regulation S.

·Pursuant ~~one~~to the terms of Merger Agreement, BluFlow became a wholly-~~half~~owned subsidiary of ~~one~~the ~~Series~~Company. BAs ~~Warrant~~a ~~(collectively~~precondition to the entrance into the Merger Agreement, certain of our creditors holding an aggregate of $840,683 of our debt agreed to convert the ~~“Series~~principal Bamount ~~Warrants”)~~of the debt into an aggregate of 8,406,825 shares of our common stock at a conversion price of $0.10 per share and forgave a total of $488,054 in accrued and unpaid interest.

~~Each~~Results ~~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, expiring two (2) years from the date of issuance of the Series B Warrants.~~Operations

~~The~~Three ~~2010~~Months ~~Offering~~Ended ~~was~~March ~~a self directed public offering~~31, ~~without~~2012 ~~any~~and ~~involvement of underwriters or broker-dealers. The 2010 Offering terminated on October 31, 2010.~~2011

As a result of the ~~termination~~ownership ~~date~~ interests of the ~~2010~~former ~~Offering,~~shareholders weof ~~sold 40~~BluFlow,~~000,000~~ ~~Units~~for ~~(all~~financial onstatement ~~May~~reporting 19purposes, ~~2010)~~the ~~for~~merger between ~~gross~~Ceres ~~receipts~~Ventures, ofInc. ~~$400,000~~and ~~pursuant~~BluFlow tohas ~~the~~been ~~terms~~treated ofas ~~the~~a ~~2010~~reverse ~~Offering. Accordingly,~~acquisition wewith ~~issued~~BluFlow deemed ~~40,000,000~~the ~~shares~~accounting ofacquirer ~~our~~and ~~common~~Ceres ~~stock~~deemed ~~and~~the ~~Series~~accounting Bacquiree ~~Warrants~~under tothe purchase upmethod toof ~~20,000,000~~accounting ~~shares~~in ofaccordance ~~common~~with section ~~stock~~805-10-55 atof anthe ~~exercise~~FASB ~~price~~Accounting ofStandards $0Codification.03 ~~per~~Accordingly, ~~share~~the toresults ~~the~~of ~~investors~~operations ~~having~~presented ~~subscribed~~in ~~for~~this Form 10-Q represent the ~~40,000,000~~historical ~~Units~~results of operations of BluFlow.

2119

At the time of grant, the fair value of the Series B Warrants as calculated using the Black-Scholes model was $607,995 using the following assumptions: dividend yield of 0%, expected volatility of 152.5%, risk-free interest rate of 0.8%, and expected term of two years. The portion of the proceeds from the 2010 Offering allocated to the Series B Warrants was $110,144.

	For the Three Months Ended
	March 31, 2012		March 31, 2011		$ Change			% Change

COSTS AND OPERATING EXPENSES
Research and development	$	28,592	$	40,737	$	(12,145	)		(29.8	)%
Investor relations and marketing		6,572		2,735		3,837			140.3	%
Director and management fees		35,983		25,000		10,983			43.9	%
Professional fees		24,187		43,213		(19,026	)		(44.0	)%
Travel, office and facilities expenses		2,058		9,766		(7,708	)		(78.9	)%
Costs and operating expenses	$	97,392	$	121,451	$	(24,059	)		(19.8	)%
OTHER EXPENSE
Interest expense		1,563		240		1,323			551.3	%
NET LOSS	$	98,955	$	121,691	$	(22,736	)		(18.7	)%

~~Convertible~~We ~~Notes~~are ~~Payable~~still –in ~~Current~~the development stage and have no revenues to date.

~~Sidhu~~During ~~Convertible~~the ~~Note~~three months ended March 31, 2012 and 2011, we had a net loss of $98,955 and $121,691, respectively; explanations for the decrease in our net loss of $22,736 are included below.

OnResearch May 20, 2011, we issued a one year convertible promissory note in the amount of $100,000 to Mr. Jeet Sidhu (the “Sidhu Convertible Note”), one of our non-employee directors. The Sidhu Convertible Note bears interest at the rate of 8.5% per annum, which interest is accrued and payable on the maturity date of the Sidhu Convertible Note. As long as the Sidhu Convertible Note remains 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 Sidhu 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 our 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 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. The issuance of the Sidhu Convertible Note did not result in a beneficial conversion feature.Development:

~~During~~The ~~the~~$12,145 ~~three~~decrease in research and ~~nine~~development costs for the three months ended ~~September~~March 3031, ~~2011~~2012, wecompared ~~recorded~~to ~~interest~~March ~~expense of $2~~31,~~143~~ ~~and $3~~2011,~~097,~~ ~~respectively,~~is ~~payable~~primarily todue ~~Mr. Sidhu related~~ to ~~the~~changing ~~Sidhu~~our ~~Convertible~~research ~~Note. At~~and ~~September~~development service ~~30,~~provider ~~2011, accrued interest related~~ to ~~the~~a ~~Sidhu~~lower ~~Convertible~~cost ~~Note was $3,097~~provider.

~~Convertible~~Investor ~~Note~~Relations ~~Payable~~and Marketing

OnThe ~~March 2~~$3,837 ~~2010,~~increase ~~we issued a one year convertible promissory note~~ in ~~the~~investor ~~amount of $40,000 to a non-affiliated third party. The convertible note bore interest at the rate of 8.5% per annum, which interest was accrued~~ relations and ~~payable~~marketing onexpenses ~~the~~for ~~maturity date of~~ the ~~convertible~~three ~~promissory~~months ~~note. As~~ended ~~long~~March ~~as the convertible promissory note remained outstanding and not fully paid~~31, ~~the holder had the right~~2012, ~~but~~compared ~~not the obligation,~~ to ~~convert~~March ~~all or any portion of the aggregate outstanding principal amount of the convertible promissory note~~31, ~~together with all or any portion of the accrued and unpaid interest into that number of shares~~2011, ~~subject~~is toprimarily ~~certain~~due ~~terms and conditions, of our common stock equal~~ to ~~the~~increased ~~amount~~filing fees ofas ~~the~~we ~~converted~~are ~~indebtedness~~now ~~divided~~a bypublic ~~$0.01~~company ~~per share. In the event of default,~~ as ~~defined~~a ~~in the Convertible Promissory Note agreement, the annual interest rate increased to 10% and was due on demand. Certain events of default~~ result ~~in all sums~~ of ~~principal and interest then remaining unpaid immediately due and payable, upon demand of~~ the ~~holder.~~completion ~~We did not repay the outstanding principal balance~~ of the ~~convertible~~December ~~note and the accrued interest thereon on March 1~~29, 2011, ~~the~~reverse ~~maturity~~merger ~~date~~and ofhiring ~~the convertible note, triggering~~ an ~~event~~investor relations ~~of default~~consultant. As a result, we began accruing interest on the principal balance at the annual default rate of 10%. On May 23, 2011, we repaid to the note holder the principal balance of the Convertible Promissory Note and the related accrued interest of $4,300.

~~Since~~Director and ~~the~~Management book value of the convertible promissory note ($40,000) divided by the number of shares to which the debt could be converted (4,000,000 shares of common stock) was $0.01 per share, which was less than the fair value of the stock at the time the debt was issued ($0.03 per share), there was a beneficial conversion feature. The beneficial conversion feature was recorded as a discount against the convertible promissory note, which reduced the book value of the convertible promissory note to not less than zero. We amortized the discount using the effective interest method over the one-year life of the convertible promissory note.Fees

~~During~~The ~~the~~increase ~~three and nine months ended September 30, 2011, we recorded interest expense~~ of $~~0 and $1~~10,~~469,~~983 ~~respectively,~~in ~~payable~~director toand management ~~the~~fees ~~holder~~during of the ~~convertible~~three ~~promissory~~months ~~note. During~~ended ~~the~~March ~~three~~31, ~~and~~2012, ~~nine~~compared ~~months~~to ~~ended~~March ~~September 30~~31, 2011, weis ~~recorded~~primarily ~~interest~~due ~~expense related~~ to ~~the~~hiring ~~accretion~~a ofchief ~~the~~financial officer ~~discount~~and onincreasing the ~~convertible~~compensation ~~promissory note~~ of $0the ~~and~~Company’s ~~$33,161, respectively~~president.

22Professional Fees

~~During~~The ~~the~~decrease ~~three~~in ~~and~~professional ~~nine~~fees ~~months ended September 30, 2010, we recorded interest expense~~ of $~~857 and $1~~19,~~975,~~026 for ~~respectively, payable to~~ the ~~holder of the convertible promissory note. During the~~ three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2012, wecompared ~~recorded~~to ~~interest~~March ~~expense~~31, ~~related~~2011 is primarily due to ~~the~~decreased ~~accretion~~legal offees ~~the~~as ~~discount~~a onresult ~~the~~of ~~convertible~~negotiating a ~~promissory~~flat ~~note~~monthly ofrate ~~$2,628~~with ~~and~~our ~~$2,827~~legal counsel.

~~As of September 30~~Travel, ~~2011,~~Office ~~the discount on the convertible promissory note was fully amortized~~ and ~~the~~Facilities convertible promissory note and related accrued interest had been re-paid in full. At December 31, 2010, the carrying value of the convertible promissory note was $6,839, net of unamortized discount of $33,161. At September 30, 2011 and December 31, 2010, accrued interest related to the convertible promissory note was $0 and $2,832, respectively.Expenses

~~Notes~~The ~~Payable~~$7,708 decrease in travel, office and facilities ~~Convertible~~expenses ~~Note~~for ~~Payable~~the –three ~~Long~~months ~~Term~~ended March 31, 2012 compared to March 31, 2011 is primarily due to less travel expenses.

~~We had arranged with Mr. Harmel S. Rayat, former Chief Financial Officer, Director,~~ Liquidity and ~~one~~Capital of our majority shareholders, 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. 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%.Resources

OnAt March 131, ~~2010~~2012, ~~Mr.~~we ~~Rayat~~had ~~agreed~~cash ~~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~~369,~~527~~ intangible ~~(the~~assets ~~“Rayat Convertible Note”). The Rayat Convertible Note bears interest at the rate~~ of ~~8.5% per annum~~$64, ~~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~~551, ~~Mr. Rayat has the right, but not the obligation, to convert all or any portion of the aggregate~~ outstanding ~~principal~~liabilities ~~amount~~totaling ~~of the Rayat Convertible Note~~$557, ~~together with all or any portion of the accrued~~ 338 and ~~unpaid~~a ~~interest~~stockholders' ~~into~~deficit ~~that number~~ of ~~shares, subject to certain terms and conditions, of our common stock equal to the amount of the converted indebtedness divided by~~ $~~0.01 per share. In the event of default~~491, ~~as defined in the Convertible Promissory Note agreement, the annual interest rate increases to 10% and is due on demand~~418. We ~~may,~~have infinanced our ~~discretion,~~operations ~~redeem~~primarily ~~the~~from ~~Rayat~~funds ~~Convertible~~received ~~Note~~pursuant ~~at any time prior~~ to the ~~maturity~~BluFlow Offering ~~date~~as offurther ~~the~~described ~~Rayat Convertible Note~~below. ~~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.~~

~~Since~~We ~~the~~had ~~book~~a ~~value~~working capital deficit of ~~the Rayat Convertible Note (~~$1555,~~067,527)~~969 ~~divided~~and byreported ~~the~~cumulative ~~number~~losses of ~~shares of common stock to which the debt can be converted (106,752,700) is~~ $~~0.01 per share~~721,411 ~~which~~from ~~was~~inception ~~less than the fair value of the stock at the time the debt was issued~~ (~~$0.03~~October ~~per~~14, ~~share~~2010), ~~there~~through ~~was~~March ~~a beneficial conversion feature~~31, 2012. ~~The~~ ~~beneficial~~We ~~conversion~~face ~~feature~~all ~~was~~the ~~recorded~~risks ascommon ato ~~discount~~companies ~~against~~that ~~the~~are ~~Rayat~~relatively ~~Convertible Note~~new, ~~which~~including ~~reduced~~under ~~the~~capitalization and ~~book~~uncertainty ~~value~~ of ~~the~~funding ~~Rayat~~sources, ~~Convertible~~high ~~Note~~initial toexpenditure ~~not~~levels, ~~less~~uncertain ~~than~~revenue ~~zero. We~~streams, ~~amortize~~and ~~the~~difficulties ~~discount~~in ~~using~~managing ~~the~~growth. These ~~effective~~conditions ~~interest~~raise ~~method~~substantial ~~over~~doubt ~~the~~about ~~three-year~~our ~~life~~ability ofto ~~the~~continue ~~Rayat~~as ~~Convertible~~a ~~Note~~going concern.

During the three and nine months ended September 30, 2011, we recorded interest expense of $22,871 and $67,868, respectively, payable to Mr. Rayat related to the Rayat Convertible Note. During the three and nine months ended September 30, 2011, we recorded interest expense related to the accretion of the discount on the convertible promissory note of $1,041 and $1,472, respectively.20

~~During~~Management ~~the~~recognizes ~~three~~that ~~and~~in ~~nine~~order ~~months~~to meet ~~ended~~our ~~September~~capital 30requirements, ~~2010~~and continue to operate, weadditional ~~recorded~~financing ~~interest~~will ~~expense~~be necessary. We expect to raise additional funds through private or public equity investments in order to fund ongoing research and development activities of ~~$22~~our BluFlowTM Treatment System,~~871~~ BluFlowTM Nanoparticles and ~~$63,257,~~BluFlowTM ~~respectively,~~AUT ~~payable~~We will seek access to ~~Mr.~~private ~~Rayat~~or ~~related~~public equity but there is no assurance that such additional funds will be available for us to ~~the~~finance ~~original~~our ~~$750~~operations on acceptable terms,~~000~~ ~~note~~if ~~payable~~at ~~and~~all. ~~the~~If ~~Rayat~~we ~~Convertible~~are ~~Note. During~~unable ~~the~~to ~~three~~raise ~~and~~additional ~~nine~~capital ~~months~~or ~~ended~~generate ~~September~~positive ~~30,~~cash ~~2010~~flow, weit ~~recorded~~is ~~interest~~unlikely that ~~expense~~we ~~related~~will be able to ~~the~~continue ~~accretion~~as ofa ~~the~~going ~~discount~~concern. onThe ~~the~~financial ~~Rayat~~statements ~~Convertible~~do ~~Note~~not ofinclude ~~$22~~any ~~and~~adjustments ~~$31,~~that ~~respectively~~might result from the outcome of this uncertainty.

AtNet ~~September~~cash ~~30,~~used ~~2011,~~in ~~the~~operating ~~carrying~~activities ~~value of the Rayat Convertible Note~~ was $149,~~518,~~071 ~~net~~for ofthe ~~unamortized~~three ~~discount~~months ofended ~~$1,066,009. At~~March ~~December~~ 31, ~~2010~~2012, ~~the~~compared ~~carrying~~to ~~value of the Rayat Convertible Note was~~ $4645,324 ~~net~~for ofthe ~~unamortized~~three ~~discount~~months ofended ~~$1,067,481. At~~March ~~September 30~~31, 2011. ~~and~~The ~~December~~increase in ~~31,~~cash ~~2010,~~used ~~accrued~~in ~~interest~~operating ~~related~~activities tois ~~the~~further ~~Rayat~~described ~~Convertible Note was $143,692 and $75,824, respectively~~above.

23Net cash used in investing activities was $13,497 and $3,110 for the three month periods ended March 31, 2012 and 2011, respectively. We used capital to invest in the patents underlying our proprietary BluFlowTM Treatment System.

~~Accrued~~Net ~~Payroll~~cash ~~Liabilities~~used in financing activities was $50,000 for the three months ended March 31, 2012, representing repayment of debt and net cash generated from financing activities was $143,500 for the three month periods ended March 31, 2011, representing funding received from the issuance of common stock and warrants.

OnBluFlow March 15, 2010, Mr. Greg Wujek tendered his resignation as our 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, we 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 demands for payment.Offering

~~Other~~From ~~Contractual~~November ~~Obligations~~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 one-half of one Series C 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.

AsOn ofDecember ~~September 30~~15, 2011, weBluFlow ~~have~~ completed the ~~following~~sale ~~contractual obligations: the Rayat Convertible Note~~ of $1,~~067~~500,~~527,~~000 ~~the~~shares ~~Sidhu Convertible Note~~ of ~~$100,000,~~common ~~accrued~~stock ~~interest~~at of $~~146,789,~~0.033 ~~$30,277~~per share for ~~accrued~~total ~~payroll~~proceeds ~~owed~~of ~~to Mr. Wujek,~~ $250,~~438~~000. ~~owed~~This tooffering awas ~~third~~exempt ~~party~~from ~~for~~registration pursuant ~~investor~~to ~~and~~the ~~shareholder~~provisions ~~relations~~of ~~services,~~Section ~~and~~4(2) ~~$715~~of ~~related to~~ the ~~three~~Securities ~~month~~Act ~~operating~~and ~~lease~~Regulation ~~agreement~~D weas ~~have~~promulgated ~~for~~by the ~~our~~SEC ~~office~~under ~~space~~the inSecurities ~~Southfield, Michigan~~Act.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recently Issued and Adopted Accounting Pronouncements

We 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.

2421

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under 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(ea) ~~and~~Evaluation ~~15d-15(e) under the Securities Exchange Act~~ of ~~1934~~Disclosure ~~(the~~Controls ~~“Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer~~ and Chief Financial Officer concluded that as of September 30, 2011, that our disclosure controls and procedures were effective such that the information required to be disclosed in our United States SEC reports 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.Procedures

~~Internal~~Under ~~Control~~the ~~over~~supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial ~~Reporting~~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 Exchange Act, as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of March 31, 2012, 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.

~~There were no changes in our internal control over financial reporting~~ (~~as defined in Rules 13a-15(f~~b) ~~and~~Management’s ~~15d-15(f)~~Report ~~under~~on ~~the~~Internal ~~Exchange~~Control ~~Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control~~ over ~~financial reporting.~~Financial Reporting

25Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under 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 our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2012.

~~PART II – OTHER INFORMATION~~22

~~Item~~PART ~~1. Legal~~II ~~Proceedings~~– OTHER INFORMATION

~~None~~Item 1. Legal Proceedings

~~Item~~As 2of 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. ~~Unregistered~~ In ~~Sales~~addition, management is not aware of ~~Equity~~any ~~Securities~~known ~~and~~litigation ~~Use~~or liabilities involving the operators of ~~Proceeds~~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.

~~None~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Item 3~~None. ~~Defaults Upon Senior Securities~~

~~None~~Item 3. Defaults Upon Senior Securities

~~Item 5~~None. ~~Other Information~~

~~None~~Item 5. Other Information

~~Item 6~~None. ~~Exhibits.~~

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		Employment Agreement with James F. Lynch dated March 15, 2010 (1)
10.2		Stock Option Agreement with James F. Lynch dated March 15, 2010 (1)
10.3		Convertible Promissory Note dated March 1, 2010 in the original principal amount of $1,067,527.40 (1)
10.4		Convertible Promissory Note dated March 2, 2010 in the original principal amount of $40,000 (1)
10.5		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)
10.6		Amendment No. 1 dated April 12, 2010 to the March 2, 2010 Promissory Note in the original principal amount of $40,000 (1)
10.7		Contract Interim Executive-Services Agreement dated June 3, 2010 between the Company and Amit S. Dang (2)
10.8		Memorandum of Intent dated August 25, 2010, between the Company and Standard Gold Corp. (3)
10.9		Bridge Loan Agreement and Promissory Note dated August 25, 2010, between the Company and Standard Gold Corp. (3)
10.10		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 (4)

Item 6. Exhibits

26Exhibit Index

10.11		Letter from Dartmouth College dated January 20, 2011, terminating the Exclusive License Agreement dated September 1, 2008 between Dartmouth College and PhytoMedical Technologies, Inc. (4)
Exhibit No.		Description of Exhibit
10.12		Restated 8.5% Convertible Promissory Note in the principal amount of $100,000 dated May 20, 2011 between Jeet Sidhu and PhytoMedical Technologies, Inc. (5)
2.1		Agreement and Plan of Merger between Ceres Ventures, Inc., Ceres Ventures Acquisition Corp. and BluFlow Technologies, Inc., dated December 29, 2011*
10.13		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. (6)
2.2		Certificate of Merger*
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. *
3.1		Amended and Restated Articles of Incorporation*
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. *
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*

~~____________________~~23

*Filed herewith.

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*
10.16		Stock Option Agreement between PhytoMedical Technologies and Gary Branning*

10.17		Stock Option Agreement between PhytoMedical Technologies and Greg Wujek*

10.18		Employment Resignation Agreement between PhytoMedical Technologies, Inc. and Greg Wujek*

10.19		Executive Services Agreement Dated June 3, 2010, between PhytoMedical Technologies, Inc. and Amit S. Dang*

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.*

~~(1) Incorporated by reference to the Company’s Form S-1/A as filed with the Commission on April 26, 2010.~~24

(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.

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⁾
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*

10.45		Amendment No. 3 dated April 29, 2012, to the Promissory Note in the principal amount of $100,000 dated May 20, 2011, between Jeet Sidhu and PhytoMedical Technologies, Inc.+

21.1		List of Subsidiaries of Ceres Ventures, Inc.*

~~(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.~~25

(4) Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2010, as filed with the Commission on March 28, 2011.

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*

~~(5)~~* ~~Incorporated~~Previously ~~by reference to the Company’s Form 8-K as~~ filed ~~with the Commission on May 25, 2011.~~

~~(6)~~+ ~~Incorporated~~Filed ~~by reference to the Company’s Form 8-K as filed with the Commission on July 18, 2011.~~herewith

27(1) Portions of this exhibit have previously been redacted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.

~~SIGNATURES~~26

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~SIGNATURES

	PhytoMedical Technologies, Inc. (Registrant)
November 8, 2011	By:	/s/ Amit S. Dang
		Amit S. Dang
		President, Chief Executive Officer, Chief Financial Officer, Director

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.

Ceres Ventures, Inc.
(Registrant)

May 21, 2012	By	/s/ Janet Bien
	Name: Janet Bien
	Title: Chief Financial Officer
	(Principal Financial Officer, and Principal Accounting Officer)

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