As filed with the U.S. Securities and Exchange Commission on ~~April 2~~[•], ~~2010~~2012

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

(~~Name~~Exact name of registrant as specified in its charter)

NEVADA

2834

87-0429962

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code)

(I.R.S. Employer

Identification Number)

	Dr. James F. Lynch
Ceres Ventures, Inc. 430 Park Ave. Suite 702 New York, NY 10022 (212) 246-3030	Meetesh Patel Ceres Ventures, Inc. 430 Park Ave. Suite 702 New York, NY 10022 (212) 246-3030
PhytoMedical Technologies, Inc.	President and Chief Executive Officer
(Address and telephone of registrant’s executive office)	(Name, address and telephone number of agent for service)
100 Overlook Drive, 2nd Floor	100 Overlook Drive, 2nd Floor
Princeton, New Jersey 08540	Princeton, New Jersey 08540
Telephone: (800) 611-3388	Telephone: (800) 611-3388
(Address and telephone number of registrant’s principal offices)	(Name, address and telephone number of agent for service)

Copies ofto: ~~all~~Elishama ~~communications~~Rudolph, ~~and notices to:~~Esq.

Joseph Sierchio, Esq.

Sierchio & Company, LLP

430 Park Avenue

~~7th~~Suite ~~Floor~~702

New York, New York 10022

Telephone: (212) 246-3030

Facsimile: (212) 246-3039

~~--------------------~~Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 ofunder the Securities Act of 1933, as amended, (the “Securities Act”) check ~~here: S~~the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

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~~Securities Exchange Act of 1934. (Check one):

Large ~~Accelerated~~accelerated ~~Filer~~filer £ Accelerated ~~Filer~~filer £¨ Non-accelerated ~~Filer~~filer £ (Do not check if a smaller reporting company) Smaller reporting company Sx

1Calculation of Registration Fee

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered⁽¹⁾		Proposed maximum offering price per share		Proposed maximum aggregate offering price			Amount of registration fee
Common Stock par value $0.00001⁽²⁾		3,612,500	$	0.05	$	180,625		$	21
Common Stock par value $0.00001⁽³⁾		4,102,500	$	0.16	$	656,400	⁽⁴⁾	$	75
Common Stock par value $0.00001⁽⁵⁾		167,500	$	0.30	$	50,250	⁽⁶⁾	$	6
Total		7,882,500			$	887,275		$	102	⁽⁷⁾

Title of each class of securities to be registered	Amount to be Registered(4)	Proposed maximum offering price per share (1)	Proposed maximum aggregate offering price(1)	Amount of registration Fee
Common stock, $0.00001 par value (2)	200,000,000	$0.01	$2,000,000	$143
Common stock, $0.00001 par value (3)	100,000,000	$0.03	3,000,000	214
Total	300,000,000	-	$5,000,000	$357

⁽¹⁾ This registration statement includes an indeterminate number of additional shares of common stock issuable for no additional consideration pursuant to any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of outstanding shares of our common stock. In the event of a stock split, stock dividend or similar transaction involving our common stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act.

(12) ~~Estimated~~ Represents shares of Registrant’s common stock the Registrant has undertaken to register on behalf the selling stockholders as further described in the prospectus included as part of this registration statement (the “Selling Stockholders”), all of which may be offered for sale by the Selling Stockholders pursuant to this registration statement. The proposed maximum offering price per share is estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) ~~and Rule 457(g)~~ under the Securities Act ~~of 1933,~~ using the closing price asof ~~reported on~~ the ~~Over~~Registrant’s ~~the~~common ~~Counter~~stock ~~Bulletin~~as ~~Board~~quoted on ~~March~~the ~~26,~~OTC ~~2010~~Markets ~~which~~Group ~~was~~QB ~~$0.03~~tier ~~per share. * Agreed to closing price~~ on ~~3/26/10~~September ~~per~~21, ~~yahoofinance~~2012.~~com.~~

(23) Represents ~~200,000,000~~ shares of ~~our~~Registrant’s common stock, ~~par~~issuable ~~value~~to ~~$0.00001~~certain ~~per~~of ~~share,~~the ~~which~~Selling weStockholders ~~are~~as ~~offering~~further described in ~~units,~~the ~~each~~prospectus ~~unit~~included ~~consisting~~as ofpart ~~one share~~ of ~~common~~this ~~stock~~registration statement ~~and one-half~~upon exercise of ~~one~~ Series BC Stock Purchase ~~Warrant (the “Series B~~ Warrants~~”).~~ ~~Each~~exercisable ~~full~~at ~~Series~~a Bprice ~~Warrant entitles the holder thereof to purchase an additional share~~ of ~~our common stock at~~ $0.0316 per share ~~for a period of two years from the date of issuance directly~~ through ~~our~~December ~~officers and directors~~31, ~~on a no minimum basis~~2012.

(34) ~~Represents~~Estimated solely for the ~~100,000,000~~purposes ~~shares~~ of ~~our~~calculating ~~common~~the ~~stock,~~registration ~~par~~fee ~~value~~in ~~$0.00001~~accordance ~~per~~with ~~share~~Rule ~~issuable~~457(g)(1) ~~upon~~under the Securities Act, using the exercise price of the Series BC Stock Purchase Warrants of $0. 16 per share.

(45) .Represents Inshares ~~the event~~ of aRegistrant’s common stock ~~split,~~issuable ~~stock~~to ~~dividend~~certain orof ~~similar~~the ~~transaction~~Selling ~~involving~~Stockholders ~~our~~as ~~common~~further ~~stock,~~described in ~~order~~the toprospectus ~~prevent~~included ~~dilution,~~as ~~the~~part ~~number~~ of ~~shares~~this ~~registered~~registration statement ~~shall~~upon beexercise ~~automatically~~of ~~increased~~Series toD ~~cover~~Stock ~~the~~Purchase ~~additional~~Warrants ~~shares~~exercisable inat ~~accordance~~a ~~with~~price ~~Rule~~of ~~416(a)~~$0.30 ~~under~~per ~~the~~share ~~Securities~~through ~~Act~~December of31, ~~1933~~2013.

~~The~~(6) ~~registrant~~Estimated ~~hereby~~solely for ~~amends~~the ~~this~~purposes ~~registration~~of ~~statement~~calculating ~~on such date or dates as may be necessary to delay its effective date until~~ the ~~registrant shall file a further amendment which specifically states that this~~ registration ~~statement~~fee ~~shall thereafter become effective~~ in accordance with ~~Section~~Rule 8457(ag)(1) ofunder the Securities Act, ofusing ~~1933 or until~~ the ~~registration~~exercise price ~~statement~~of ~~shall become effective on such date as~~ the ~~Commission,~~Series ~~acting~~D ~~pursuant~~Stock toPurchase ~~said~~Warrants ~~Section~~of ~~8(a),~~$0.30 ~~may~~per ~~determine~~share.

⁽⁷⁾ Paid herewith.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED [•], 2012

The information in this prospectus is not complete and may be changed. The Company may not sell these securities until this registration statement is declared effective by the United States Securities and Exchange Commission. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Ceres Ventures, Inc.

7,882,500 Shares

This prospectus relates to the resale by certain of our stockholders named in the section of this prospectus titled “Selling Stockholders” (the “Selling Stockholders”) of up to 7,882,500 shares of our common stock, which is comprised of: (a) 3,612,500 shares of our common stock that were purchased by the Selling Stockholders in transactions with us or with our affiliates pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) as more fully described below; (b) up to 4,102,500 shares which may be issued to certain of the Selling Stockholders upon the exercise of outstanding Series C Stock Purchase Warrants (the “Series C Warrants”); and (c) up to 167,500 shares which may be issued to certain of the Selling Stockholders upon exercise of outstanding Series D Stock Purchase Warrants (the “Series D Warrants”) (the Series C Warrants and Series D Warrants may hereinafter be collectively referred to as the “Warrants”).

Although we will pay substantially all the expenses incident to the registration of the shares, we will not receive any proceeds from the sales by the Selling Stockholders. We will, however, receive proceeds if the Warrants are exercised; to the extent we receive such proceeds, they will be used for general working capital purposes.

The Selling Stockholders and any underwriter, broker-dealer or agent that participates in the sale of the shares or interests therein may be deemed “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions, profit or other compensation any of them earns on any sale or resale of the shares, directly or indirectly, may be underwriting discounts and commissions under the Securities Act. The Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 10 for certain factors relating to an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Date of This Prospectus is [•], 2012

Table of Contents

	Page #
prospectus Summary	3
The Offering	8
Risk Factors	10
Note Regarding Forward-Looking Statements	20
Use of Proceeds	21
Determination of Offering Price	21
Market Price and Dividends On Our Common Stock and Related Stockholder Matters	21
Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Description of Our Business and Property	32
Directors, Executive Officers and Control Persons	41
Executive Compensation	44
Security Ownership of Certain Beneficial Owners and Management	45
Transactions With Related Persons, Promoters and Certain Control Persons	46
Description of Our Securities	50
Plan Of Distribution	55
Limitation of Liability and Indemnification Of Officers and Directors; Insurance	56
Disclosure of Commission Position On Indemnification for Securities Act Liabilities	57
Legal Matters	58
Changes in and Disagreements With Accountants On Accounting and Financial Disclosure	58
Experts	58
Where you Can Find Additional Information	58
Index to Consolidated Financial Statements	59
Consolidated Financial Statements

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations and any information included on our website is not deemed to be part of this prospectus. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

We obtained statistical data and certain other industry forecasts used throughout this prospectus from market research, publicly available information and industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical and industry data and forecasts and market research used herein are reliable, we have not independently verified such data. We have not sought the consent of the sources to refer to their reports or articles in this prospectus.

~~SUBJECT TO COMPLETION, DATED APRIL 2, 2010~~Prospectus Summary

~~The~~This summary highlights information that we present more fully in the rest of this ~~Prospectus~~prospectus. isThis summary does not ~~complete~~contain ~~and~~all ~~may~~of bethe ~~changed~~information you should consider before buying shares in this offering. WeThis ~~may~~summary ~~not~~contains ~~sell~~forward-looking ~~these~~statements ~~securities~~that ~~until~~involve ~~this~~risks ~~registration~~and ~~statement~~uncertainties, such isas ~~declared~~statements ~~effective~~about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by ~~the~~terminology ~~United~~such ~~States~~as ~~Securities~~“anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “could,” and ~~Exchange~~similar ~~Commission~~expressions. ~~This~~These ~~Prospectus~~statements isinvolve ~~not~~estimates, anassumptions, ~~offer~~known toand unknown ~~sell~~risks, ~~these~~uncertainties ~~securities~~ and itother isfactors ~~not~~that ~~soliciting~~could ancause ~~offer~~actual results to ~~buy~~differ ~~these~~materially ~~securities~~from in any ~~state~~future ~~where~~results, ~~the~~performances or ~~offer~~achievements expressed or ~~sale~~implied isby ~~not~~the ~~permitted~~forward-looking statements. You should read the entire prospectus carefully, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus, before making an investment decision.

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

PhytoMedical Technologies, Inc.

200,000,000 Units

We are offering up to a maximum of 200,000,000 units (the “Units”) of our securities at an offering price of $0.01 per Unit in a direct public offering, without any involvement of underwriters or broker-dealers. Each Unit consists of:

· one (1) share of our common stock, $0.00001 par value per share (collectively, the “Unit Shares”); and,

· one-half of one Series B Stock Purchase Warrant (collectively, the “Series B Warrants”).

Each full Series B Warrant entitles the holder to purchase one additional share of our common stock (the “Warrant Shares”) at a price of $0.03 for a period of two (2) years from the date of issuance of the Series B Warrants. The Units will be sold by our Chief Executive Officer and President. Please refer to “THE OFFERING AND PLAN OF DISTRIBUTION.” The Warrant Shares and the Unit Shares are collectively referred to as the “Securities.”

Our common stock is presently quoted for trading under the symbol “PYTO” on the over the counter bulletin board (the “OTCBB”). On March 26, 2010 the closing price of the common stock, as reported on the OTCBB was $0.03 per share.

We are conducting the offering on a no minimum basis. This means that:

· we have no requirement to sell any specific number of Units;

· we will not return any funds received from investors in the event that we do not sell all of the securities being offered or if the funds received are insufficient for the purposes set forth herein; and

· we will not deposit the proceeds from this offering in an escrow, trust or similar account.

Accordingly, the proceeds from this offering will be immediately available to us for our use. Please refer to “THE OFFERING AND PLAN OF DISTRIBUTION.”

Purchase of the Securities is highly speculative and involves a high degree of risk. You should carefully consider the risks and uncertainties described under the heading “RISK FACTORS” beginning on page 6 of this Prospectus before making a decision to purchase any of the Securities offered pursuant to this Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

THE DATE OF THIS PROSPECTUS IS _______, 2010

TABLE OF CONTENTS

TABLE OF CONTENTS
	Page
PROSPECTUS SUMMARY	3
RISK FACTORS	6
NOTE REGARDING FORWARD-LOOKING STATEMENTS	22
USE OF PROCEEDS	22
DETERMINATION OF OFFERING PRICE	23
DILUTION	24
MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS	25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
DESCRIPTION OF OUR BUSINESS AND PROPERTY	38
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS	44
EXECUTIVE COMPENSATION	51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	56
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS	59
DESCRIPTION OF OUR SECURITIES	60
THE OFFERING AND PLAN OF DISTRIBUTION	63
LEGAL PROCEEDINGS	65
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	65
LEGAL MATTERS	65
EXPERTS	66
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	66
ADDITIONAL INFORMATION	66
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1
CONSOLIDATED FINANCIAL STATEMENTS	F-2 TO F-18

You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with different information. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this Prospectus is accurate as of the date on the front of this Prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

Information contained on our web site does not constitute part of this Prospectus.

PROSPECTUS SUMMARY

This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including "RISK FACTORS" beginning on page 6, and the consolidated financial statements, before making an investment decision.

Unless the context otherwise requires, the terms “we,” “our,” “us,” “Company” and “PhytoMedical” refer to PhytoMedical Technologies, Inc. a Nevada corporation, and its consolidated subsidiaries.

About Us and Our Business

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

~~We are a pharmaceutical company focused on research, development and commercialization of pharmaceutical products.~~ Our ~~strategy~~current strategy is, totogether ~~develop~~with ~~new~~our ~~technologies~~wholly-owned ~~and~~subsidiaries, ~~where~~to ~~warranted~~identify, acquire ~~rights~~and todevelop ~~obtain~~a ~~licenses~~comprehensive toportfolio of technologies ~~and~~relating to ~~products~~clean ~~that~~resources ~~are~~technologies ~~being~~which ~~developed~~we bybelieve ~~third~~have ~~parties,~~potential ~~primarily~~for ~~universities~~global ~~and~~commercialization ~~government agencies, through sponsored research~~ and ~~development agreements~~application.

WeOur are currently focusing our research and development efforts on an anti-cancer compound, which has been named “D11B,” for the treatment of glioblastoma. We have an exclusive license, granted pursuant to a license agreement dated September 1, 2008 (the “Dartmouth License Agreement”), between us and the Trustees of Dartmouth College (the “Dartmouth Trustees”), to develop, market and distribute a novel class of synthesized compounds known as bis-intercalators. We commenced our research and development activities relating to D11B through a Sponsored Research Agreement (the “Sponsored Research Agreement”) with Dartmouth College (“Dartmouth”). We are continuing our research and develop activities in connection with the anti-cancer compound, D11B, for the treatment of glioblastoma, pursuant to the Dartmouth License Agreement.Industry

WeWater dois ~~not~~essential ~~expect~~for tolife ~~generate~~and, ~~any~~unlike most ~~revenues~~other ~~for~~resources, ~~the~~has ~~foreseeable~~no ~~future~~substitutes. Even though more than two-thirds of our planet is covered with water, less than 1% of that water is freshwater suitable for human consumption and ~~expect~~that amount is quickly declining due to ~~continue~~the ~~incurring~~draining ~~losses.~~of ~~Our~~aquifers, increased ~~independent~~pollution, ~~registered~~climate ~~public~~change ~~accountant~~and ~~has~~other ~~issued~~factors. anIn ~~audit~~addition ~~opinion~~to ~~which~~this ~~includes~~declining asupply, ~~statement~~demand ~~expressing~~is ~~substantial~~rapidly ~~doubt~~rising asdue to ~~our~~population growth, ~~ability~~industrial toexpansion ~~continue~~and asincreased aagricultural ~~going~~development, ~~concern~~with overall water consumption estimated to double every 20 years.

~~Please~~Governments ~~refer~~across the world are grappling with the challenge of promoting economic growth while trying to ~~“DESCRIPTION~~manage OFthe ~~OUR~~accompanying ~~BUSINESS~~industrial ~~AND~~and ~~PROPERTY~~agricultural contamination of the world’s freshwater supplies.” It is estimated that by 2025 up to 60 % of the world’s population will live in areas without adequate water supply.

~~Our~~These ~~corporate~~strains on ~~headquarters~~the iswater ~~located~~supply atultimately translate into more stringent government regulations that drive demand for new water treatment solutions.~~100~~ ~~Overlook~~These ~~Drive,~~challenges ~~2nd~~are ~~Floor,~~driving ~~Princeton,~~opportunities ~~New~~for ~~Jersey~~growth in the global water industry, ~~08540.~~which is ~~Our~~currently ~~telephone~~estimated ~~number~~at $500 billion worldwide annually and is ~~(800)~~estimated ~~611-3388~~to increase to $1 trillion by 2020.

Risk Factors

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, inability to obtain necessary regulatory approvals to market the products, unforeseen safety issues relating to the products and dependence on third party collaborators to conduct research and development of the products. We have incurred cumulative losses of $26,140,372 through December 31, 2009, and do not have positive cash flows from operating activities.

Additionally, we have expended a significant amount of cash in developing our technology. At December 31, 2009 we had cash on hand of only $75,291 compared to $665,833 at December 31, 2008.

These conditions raise substantial doubt about our ability to continue as a going concern. In order to meet our capital requirements, and continue to operate, additional capital is necessary; however,

Our there is no assurance that additional funds will be available to us, on acceptable terms, if at all, in order to finance our operations. For a more detailed discussion of some of the risks you should consider, you are urged to carefully review and consider the section entitled “RISK FACTORS” beginning on page 6 of this Prospectus.Technologies

~~The~~In ~~Offering~~response to the global water issue, we, through our agreement with Applied Power Concepts, Inc. (“APC”), a California based bio-chemical engineering firm, have developed the patent pending BluFlowTM Treatment System, a first of its kind clean tech water treatment solution, which incorporates intellectual property (“IP”) directly or indirectly controlled by us, including a nanoparticle based purifying agent (“BluFlowTM Pure”) and the BluFlowTM Advanced Ultrafiltration Technology (the “BluFlowTM AUT”) to target and remove valuable elements, compounds and pollutants from water, and to purify water so that it may be suitable for reuse.

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

We ~~are~~anticipate ~~offering~~rolling upout ~~to 200,000,000 Units at~~ a ~~purchase~~commercially ready ~~price~~BluFlowTM ofTreatment ~~$0.01~~System ~~per~~within ~~Unit ($2,000,000 in~~ the ~~aggregate).~~next ~~Each~~18 ~~Unit~~months, ~~consists~~subject ofto ~~(i)~~additional ~~one~~financing, ~~(1)~~pilot ~~Unit~~studies, ~~Share~~and performance and ~~(ii)~~field ~~one~~testing ~~half of one Series B Warrant~~evaluations. Each full Series B Warrant entitles the holder to purchase one Warrant Share at a price of $0.03 per Warrant Share for a period of two (2) years from the date of issuance of the Series B Warrants. Please refer to the “OFFERING.”

WeOur ~~are~~Strategic ~~offering the Units on a no minimum basis. This means that:~~Advantages

~~· we~~The ~~have~~patent nopending ~~requirement~~BluFlowTM Treatment System is technically and economically superior to ~~sell~~conventional ~~any~~water ~~specific~~and ~~number~~wastewater purification and treatment technologies, both with respect to the variety and nature of ~~Units;~~the contaminants (organic or inorganic) or valuable elements and compounds it may remove as well as the cost associated with treatment and purification.

~~· we~~Even ~~will~~though ~~not~~nanotechnology ~~return~~has ~~any~~been ~~funds~~around for ~~received~~decades, ~~from~~nanoparticles ~~investors~~have encountered several obstacles to making them commercially viable for water treatment, purification and reuse. These obstacles include: high production costs; difficulty to manufacture in ~~the~~large ~~event~~quantities ~~that~~or wevolumes; doand ~~not~~challenges to ~~sell~~customize ~~all~~them to target for removal of ~~the~~individual ~~securities~~contaminants ~~being~~in ~~offered~~wastewater or ifindustrial processes. Therefore, until the advent ~~funds~~of ~~received~~the ~~are~~patent ~~insufficient~~pending ~~for~~BluFlowTM ~~the~~Treatment ~~purposes~~System, ~~set~~nanoparticles ~~forth~~have ~~herein;~~not been used to treat water or waste water using the techniques and methods being developed by us.

~~· we~~We ~~will~~have ~~not~~developed ~~deposit~~a proprietary system for precisely formulating, producing and deploying customizable absorbent nanoparticles. BluFlowTM Pure is a specific formulation that has the ~~proceeds~~unique functionality for contaminant and chemical, as well as the capability to extract valuable elements and compounds from ~~this~~water ~~offering~~based insolutions. anAdditionally, ~~escrow~~BluFlowTM Pure has the advantage of being able to be recovered and reused multiple times without loss of efficiency, ~~trust~~thereby orproviding ~~similar~~a ~~account~~technical, economical and cost effective means of utilizing nanoparticles.

~~Accordingly,~~We have also developed the ~~proceeds~~BluFlowTM AUT that utilizes a proprietary process to recover water, or target elements or compounds from ~~this~~waste, ~~offering~~wastewater, or impure streams. This technology, which can effectively incorporate BluFlowTM Pure, will besignificantly ~~immediately~~increase ~~available~~the toamount of ususable ~~for~~water ~~our~~of ~~use~~higher purity than conventional water treatment technologies such as reverse osmosis or multistage reverse osmosis with chemical treatment, while using less energy. ~~Please~~The ~~refer~~BluFlowTM AUT purifies 85 -95% of treated water as opposed to ~~“PLAN~~conventional OFsystems ~~DISTRIBUTION~~such as reverse osmosis that only purifies 50-60% of the water it treats.”

Offering Price

The offering price of $0.01 per Unit was arbitrarily determined by us and does not bear any significant relationship to our assets and is not necessarily reflective of the inherent or current, potential market or resale value of our shares. Please refer to “DETERMINATION OF OFFERING PRICE.”

Number of Shares Outstanding

There were 201,487,995 shares of our common stock issued and outstanding at March 26, 2010. If all of the offered shares are sold, and without giving effect to the exercise of outstanding options or the Series B Warrants there will be 401,487,995 shares issued and outstanding.

Duration of Offering

Subject to our right to terminate the offering at any time, the offering will be conducted by us on a best efforts basis for a period of the earlier of 90 days following the date of this Prospectus or the date on which we have sold all of the Units. We may extend the offering period for an additional 90 days in our sole discretion and without notice. We refer to the date on which this offering is terminated as the “Offering Termination Date.”

~~Selected~~Thus, ~~Financial~~the ~~Data~~overall value proposition of the patent pending BluFlowTM Treatment System for customers is:

~~The~~· ~~following~~lower ~~tables~~operating set forth a summary of certain selected financial data. You should read this information together with the financial statements and the notes to the consolidated financial statements appearing elsewhere in this Prospectus.costs;

Statements of Operations Data		For the Year Ended 2009		For the Year Ended 2008
Revenue	$	0	$	0
Loss from operations	$	(588,239)	$	(1,498,194)
Net loss	$	(693,791)	$	(1,560,801)
Basic and diluted net loss per share	$	(0.00)	$	(0.01)
Weighted average shares outstanding used in basic and diluted net loss per share calculation		200,675,941		200,398,290

lower maintenance costs;

Balance Sheet Data		December 31, 2009		December 31, 2008
Cash and cash equivalents equivalents	$	75,291	$	665,833
Negative working capital	$	(1,000,766)	$	(348,777)
Total assets	$	90,569	$	683,093
Total liabilities	$	1,076,335	$	1,016,870
Total stockholders’ deficit	$	(985,766)	$	(333,777)

low energy input or demand;

~~Use~~· ofeasy/safe ~~Proceeds~~ handling;

~~All~~· ~~funds,~~operated ifto ~~any,~~comply ~~received~~with byoccupational ussafety ~~from~~& ~~this~~health ~~offering and the exercise of the Series B Warrants, if any, will be used for payment of the offering expenses and for working capital purposes. Please refer to “Use of Proceeds.”~~standards;

~~Description~~· oftailored ~~Our~~engineering ~~common~~by ~~stock~~substance, customizable clean treatment systems;

~~Our~~· ~~authorized~~supply ~~capital~~price ~~stock~~stability; ~~consists of stock of 2,000,000,000 shares of common stock, each with a par value of $0.00001,~~ and 1,000,000 shares of preferred stock, each with a par value of $0.25. As of March 26, 2010, there were 201,487,995 shares of common stock issued and outstanding. No preferred shares were issued and outstanding. These totals do not include any shares of common stock issuable upon the exercise of any of our issued and outstanding stock options. Please refer to “DESCRIPTION OF OUR SECURITIES.”

attractive return on investment.

Our milestones to date are:

developing our proprietary patent pending BluFlow^TMTreatment System through our agreement with APC

developing, through APC, the BluFlow^TM AUT;

developing proprietary patent pending equipment and process to produce customized absorbent BluFlow^™Pure particles at commercial scales;

obtaining an exclusive worldwide license from the University of California, Santa Barbara to certain technologies relating to highly specialized nanoparticles, initially developed at the University of California, Santa Barbara for potential water treatment applications, which are the subject of three patent applications ;

developing, through APC, the BluFlow^TM Pure particles, which are highly customizable, boutique, treatment and purification agents that are designed to treat targeted contaminants such as organic pollutants, inorganic pollutants, or specific valuable elements or compounds from water sources;

preparing a patent application for the regeneration process of the BluFlow™ Pure particles – an important step for economical reuse of the BluFlow™ Pure particles;

ongoing development of new intellectual property during the course of its research and development and intends to file additional patent applications to protect its intellectual property; and

entering into a Treatability Study Agreement with a major United States Professional Engineering & Consulting Firm serving numerous clients, including Fortune 50 & 100 clients, to evaluate the technical and economic feasibility of using the BluFlow™ Treatment System for the cleanup of contaminated groundwater – a necessary step in anticipation of upcoming field tests of the BluFlow™ Treatment System at sites to be designated by the engineering firm.

Corporate Background and History

We were incorporated in the State of Nevada on July 25, 2001, under the name “Enterprise Technologies, Inc.” and have focused our efforts on the development of new technologies.

In 2008 we obtained exclusive license, granted pursuant to a license agreement dated September 1, 2008 (the “Dartmouth License Agreement”), between us and the Dartmouth Trustees, to develop, market and distribute a novel class of synthesized compounds known as bis-intercalators. However, in June 2010, our Board of Directors (the “Board”) determined that it was in our stockholders best interest to refocus our business in activities in a manner which may more fully enhance stockholder value, and as a result we terminated the Dartmouth License Agreement and initiated our search for a commercially viable business or asset.

~~RISK~~In order ~~FACTORS~~to facilitate our efforts, on November 21, 2011, we changed our name to Ceres Ventures, Inc. and implemented a one-for-fifty reverse share consolidation (the “Reverse Split”). The Reverse Split was declared effective by the Financial Industry Regulatory Authority (“FINRA”) on December 12, 2011. All shares and share prices have been retroactively changed to reflect the Reverse Split.

~~You~~On ~~should~~December carefully consider the risks described below before purchasing any shares of our common stock. Our most significant risks and uncertainties are described below; if any of the following risks actually occur29, ~~our business~~2011, we ~~financial~~completed ~~condition,~~a orreverse ~~results~~merger of(the ~~operations~~“Reverse ~~could~~Merger”) bewith ~~materially~~BluFlow ~~adversely affected~~Technologies, ~~the trading of our common stock could decline~~Inc., ~~and~~a ~~you~~Delaware ~~may lose all or part of your investment therein~~corporation (“BluFlow”). ~~You~~Pursuant ~~should acquire the shares only if you can afford~~ to ~~lose your entire investment. Our filings with~~ the ~~Securities~~terms and Exchange Commission also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of ~~certain factors, including~~ the ~~risks~~Reverse weMerger, ~~have~~BluFlow ~~described~~became ~~below.~~a ~~Please~~wholly ~~refer~~owned tosubsidiary ~~“Note Regarding Forward-Looking Statements” on page 22~~ of ~~this Prospectus~~Ceres.

~~RISKS~~As ~~RELATED~~a TOprecondition to ~~OUR~~the ~~FINANCIAL~~Reverse ~~CONDITION~~Merger, ~~AND~~certain ~~OPERATIONS~~of our creditors holding an aggregate of $840,683 of our debt agreed to convert the principal amount 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.

WeUpon ~~have~~completion ~~experienced~~of the ~~significant~~Reverse ~~losses~~Merger, the former stockholders of BluFlow held approximately 84% of our issued and ~~expect~~outstanding ~~losses~~shares toof ~~continue~~capital stock. ~~for~~Accordingly, the ~~foreseeable~~Reverse ~~future~~Merger represents a change in control of Ceres. As of August 31, 2012, there were 85,501,557 shares of our common stock issued and outstanding and no shares of our preferred stock issued and outstanding.

WeBluFlow incurred net losses of $693,791 and $1,560,801 during the years ended December 31, 2009 and 2008, we have an accumulated deficit of $26,140,372, and do not have positive cash flows from operating activities. Additionally, we have expended a significant amount of cash in developing our technology. At December 31, 2009 we had cash on hand of only $75,291 compared to $665,833 at December 31, 2008. We expect to continue to incur losses at least through December 31, 2010.Offerings

WeFrom ~~have~~November ~~yet~~2010 through May 2011, BluFlow conducted a private placement of up to ~~establish~~60,000,000 ~~any~~units ~~history~~of its securities at a price of ~~profitable~~$0.033 ~~operations~~per unit. Each ~~Our~~unit ~~profitability~~consisted ~~will~~on ~~require~~one share of common stock, $0.00001 par value per share and one-half of one Series C Warrant. Each Series C Warrant entitles the ~~successful~~holder ~~completion~~to purchase one additional share of ~~our~~common ~~development~~stock ~~efforts~~at ~~and~~an exercise price of $0.16 per share, expiring on December 31, 2012. As of the ~~subsequent~~termination ~~commercialization~~date of ~~our~~the ~~products~~offering, BluFlow sold 8,865,000 units for gross receipts of $295,500. No BluFlow ~~assurances~~issued ~~can~~8,865,000 beshares ~~given~~of ~~when~~its ~~this~~common ~~will~~stock ~~occur~~and orSeries ~~that~~C weWarrants ~~will~~to ~~ever~~purchase beup ~~profitable~~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 (collectively, the “BluFlow Offering”).

~~Our~~On ~~independent~~December ~~auditors~~15, ~~have~~2011, BluFlow ~~expressed~~completed ~~substantial~~the ~~doubt~~sale ~~about~~of ~~our~~1,500,000 ~~ability~~shares toof ~~continue~~common asstock aat ~~going~~$0.033 ~~concern~~per share for total proceeds of $50,000. ~~which~~This ~~may~~offering was ~~hinder~~exempt ~~our~~from ~~ability~~registration pursuant to ~~obtain~~the ~~future~~provisions ~~financing~~of Section 4(2) of the Securities Act and Regulation D as promulgated by the SEC under the Securities Act (the “12/11 Sale”).

~~Our~~Upon ~~independent~~completion ~~registered~~of the ~~public~~Reverse ~~accounting~~Merger ~~firm~~the ~~has~~shares ~~issued~~and ~~its~~warrants ~~report,~~issued ~~which~~by ~~includes~~BluFlow anwere ~~explanatory~~exchanged ~~paragraph~~ for ~~going~~shares ~~concern~~and ~~uncertainty~~warrants ~~on our financial statements as~~ of ~~December~~Ceres ~~31, 2009. Because we have not yet generated revenues from our operations our ability to continue~~ as afurther ~~going~~described in ~~concern~~this ~~is currently heavily dependent upon our ability to obtain additional financing to sustain our operations~~prospectus. ~~Such~~Accordingly, ~~financing may take~~ the ~~form~~share ofprice, ~~the~~number ~~issuance~~ of ~~common~~shares orissued ~~preferred~~and ~~stock~~warrant ordesignation ~~debt~~reflect ~~securities, or may involve bank financing. Although we have completed several equity financings,~~ the ~~fact~~one-for-three ~~that~~share exchange ~~our~~pursuant ~~auditors have issued a “going concern” opinion may hinder our ability~~ to ~~obtain additional financing in~~ the ~~future.~~Reverse ~~Currently, we have no commitments to obtain any additional financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all~~Merger.

~~Evaluating~~2012 ~~our~~Private ~~business and future prospects may be difficult due to the rapidly changing technological and market landscape.~~Placement

~~There~~From isFebruary ~~limited~~through June ~~historical~~2012, ~~information~~we ~~available~~conducted ~~about~~a ~~our~~private ~~company~~placement ~~upon~~pursuant to which ~~you~~we ~~can~~sold ~~base~~335,000 ~~your~~units ~~evaluation~~for ofgross ~~our~~receipts ~~business~~of $67,000 and ~~prospects.~~issued ~~The~~335,000 shares ~~markets~~of wecommon ~~are~~stock ~~addressing are rapidly evolving~~ and ~~are~~167,500 ~~experiencing~~Series ~~technological~~D ~~advances~~Warrants ~~and~~to ~~new~~purchase ~~market~~up ~~entrants. Our future success may require us~~ to ~~outsource not only our research efforts~~167,500 ~~but~~shares ~~ultimately,~~of ~~our~~common ~~manufacturing~~stock ~~and distribution, and there is no guarantee we can do this~~ at aan exercise price ~~that~~of $0.30 isper ~~competitive~~share ~~with~~through ~~our~~December ~~competitors~~31, or2013, ~~that we can gain access~~ to ~~new,~~the ~~more~~investors ~~cost~~having ~~effective~~subscribed ~~technologies~~for ~~that~~the ~~may~~units. beEach ~~developed~~unit bywas ~~our~~priced ~~competitors~~at $0.20 ~~Moreover,~~and consisted ~~D11B~~on isone inshare ~~the early stages~~ of ~~development~~common stock and weone-half ~~have~~of ~~limited~~one ~~experience~~Series ~~upon~~D ~~which~~Warrant to(collectively, ~~predict~~the ~~whether~~“2012 itPrivate ~~can be~~ Placement”).

~~successfully~~Our ~~commercialized.~~ Strategies

WeOur ~~will~~current ~~need~~strategy is, together with our wholly-owned subsidiary, BluFlow Technologies, Inc., a Nevada corporation, to ~~raise~~serve ~~additional~~as ~~capital~~a technology incubator in which we identify, acquire, and develop a comprehensive portfolio of technologies relating to ~~continue~~renewable ~~our~~and ~~business.~~reusable energy and pollution remediation technologies which we believe have potential for global commercialization and application.

ToRecognizing ~~date,~~that weno ~~have~~one ~~not~~technology ~~generated~~can address ~~any~~all ~~product~~of ~~revenues,~~the ~~yet~~renewable weand ~~have~~reusable ~~had~~energy ~~operating expenditures to license~~ and ~~conduct~~pollution ~~research~~remediation onissues ~~pharmaceutical~~with orwhich ~~other~~the ~~potential~~world ~~products~~is ~~derived from D11B (“Potential Product Candidates”). At December 31~~faced, ~~2009,~~ we ~~had cash on hand of only $75,291, which we do not believe~~ will ~~allow us~~ seek to ~~sustain~~acquire ~~our~~the ~~current~~rights ~~level of development activities. Until~~to, and ~~unless~~commercialize, weleading ~~receive~~edge ~~approval~~technologies ~~from~~that ~~the~~address ~~U.S. Food~~ and ~~Drug Administration (the “FDA”) or foreign regulatory authorities for one or more of our Potential Product Candidates~~solve, wein ~~cannot sell Potential Product Candidates and will not have any operating revenues. Currently,~~ our ~~only Potential Product Candidate is D11B. It has not been approved by the FDA or any foreign regulatory authority for sale. Therefore~~opinion, ~~for~~ the ~~foreseeable~~broadest ~~future, we will have to fund all~~ spectrum of ~~our~~renewable ~~operations~~ and ~~capital~~reusable ~~expenditures~~energy ~~from existing cash, cash equivalents~~ and ~~short-term~~clean ~~investments. As~~water ~~a result~~problems, ~~we will need to seek additional sources of financing for our operations, which might not be available~~ on ~~favorable~~an ~~terms,~~environmental iffriendly ~~at all. If we do not succeed in raising additional funds (including the proceeds from this offering) on acceptable terms, we might be unable to complete development of D11B~~ and ~~any~~economically ~~required~~competitive ~~pre-clinical and clinical trials or obtain approval of any of our Potential Product Candidates from the FDA or any foreign regulatory authorities~~basis. InPlease refer ~~addition, we could be forced~~ to ~~discontinue~~“Description ~~product~~of ~~development,~~Our ~~reduce~~Business ~~or forego sales~~ and ~~marketing efforts and forego attractive business opportunities~~Property. ~~Any additional sources of financing will likely involve the issuance of our equity securities, which would have a dilutive effect on our then current stockholders.~~”

~~Depending~~Risk onAssociated ~~our~~With ~~method~~Our ~~of raising funds, now and in the future, your shares may be diluted.~~Business

IfWe weface ~~raise~~all ~~additional~~the ~~funds~~risks bycommon ~~selling~~to ~~additional~~developmental stage ~~shares~~companies, including under capitalization and uncertainty of ~~our~~funding ~~common~~sources, ~~stock~~high initial expenditure levels, oruncertain revenue ~~securities~~streams, ~~convertible~~and ~~into~~difficulties orin ~~exercisable~~managing ~~for~~growth, ~~shares~~inability ofto ~~our~~obtain ~~common~~necessary ~~stock~~regulatory approvals to market the products, unforeseen safety issues relating to the ~~ownership~~products ~~interest~~and dependence on third party collaborators to conduct research and development of the products. In addition, due to our ~~stockholders~~limited ~~may~~capital bewe ~~diluted~~are limited in the amount of research and development we can do. As a result, our likelihood of successfully developing any products is greatly diminished. Please refer to “Risk Factors.”

We lack sales and marketing experience and will likely rely on third party marketers.

We expect to market and sell or otherwise commercialize D11B or any Potential Product Candidates through distribution, co-marketing, co-promotion or licensing arrangements with third parties. Our management has limited experience in sales, marketing or distribution of pharmaceutical products. To the extent that we enter into distribution, co-marketing, co-promotion or licensing arrangements for the marketing or sale of D11B or any Potential Product Candidates, any revenues received by us will be dependent on the efforts of third parties. If any such parties were to breach or terminate its agreement with us or otherwise fail to conduct marketing activities successfully and in a timely manner, the commercialization of D11B or any Potential Product Candidates would be delayed or terminated and would adversely affect our ability to generate revenues and our profitability.

We may not be able to attract and retain qualified personnel either as employees or as consultants; without such personnel, we may not be successful in commercializing the results of our ongoing research and development efforts.

Competition for qualified employees among companies in the pharmaceutical and biotechnology industries is intense. Our future success depends upon our ability to attract, retain and motivate highly skilled employees. In order to successfully commercialize the results of our ongoing research and development efforts or products, if any, derived from our research program we must substantially expand our personnel, particularly in the areas of clinical trial management, regulatory affairs, business development and marketing. There can be no assurance that we will be successful in hiring or retaining

qualified personnel. Managing the integration of new personnel and our growth generally could pose significant risks to our development and progress. Attracting desirable employees will require us to offer competitive compensation packages. The ~~addition of such personnel may result in significant changes in our utilization of cash resources and our anticipated technology development schedule.~~ Offering

We may not successfully manage our growth.

Securities Being Offered:		A total of up to 7,882,500 shares of our common stock, comprised of: 3,612,500 shares of our common stock par value $0.00001 currently issued and outstanding; up to 4,102,500 shares of our common stock eligible for issuance upon exercise of outstanding Series C Warrants; and up to 167,500 shares of our common stock eligible for issuance upon exercise of outstanding Series D Warrants.
Offering Price Per Share:		The Selling Stockholders will determine at what price they may sell the offered shares, and such sales may be made at prevailing market prices, or at privately negotiated prices.
Selling Stockholders:		The Selling Stockholders are existing non-affiliated stockholders who purchased shares of our common stock from us in the BluFlow Offering completed in May 2011, the 12/11 Sale, the 2012 Private Placement completed in June 2012, or in transactions with us or with our affiliate pursuant to exemptions from the registration requirements of the Securities Act prior to. Please refer to the section entitled “The Selling Stockholders” of this prospectus.
Authorized Capital Stock:		2,000,000,000 shares of common stock, each with a par value of $0.00001 and 1,000,000 shares of preferred stock, each with a par value of $0.25.
Shares Outstanding Prior to Completion of the Offering:		85,501,557, without giving effect to the shares eligible for issuance upon exercise of outstanding Warrants and options.
Shares Outstanding upon Closing of the Offering:		85,501,557, without giving effect to the shares eligible for issuance upon exercise of outstanding Warrants and options.
Transfer Agent:		Holladay Stock Transfer, located at 2939 N 67^th Pl, Scottsdale, Arizona 85251.
Risk Factors:		We face all the risks common to companies that are new, including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth, inability to obtain necessary regulatory approvals to market the products, unforeseen safety issues relating to the products and dependence on third party collaborators to conduct research and development of the products. These conditions raise substantial doubt about our ability to continue as a going concern. In order to meet our capital requirements, and continue to operate, additional capital is necessary; however, there is no assurance that additional funds will be available to us, on acceptable terms, if at all, in order to finance our operations. For a more detailed discussion of some of the risks you should consider, you are urged to carefully review and consider the section entitled “Risk Factors” of this prospectus.
Use of Proceeds:		Although we will pay substantially all the expenses incident to the registration of the shares, we will not receive any proceeds from the sales by the Selling Stockholders. However, we may receive proceeds of up to $706,650 from the exercise of the Warrants; to the extent such proceeds are received by us, they will be used for continued research and development of our technologies, potential acquisitions, working capital and general corporate purposes. See “Use of Proceeds.”

Our success will depend upon the expansion of our operations and the effective management of our growth, which will place a significant strain on our management and on our administrative, operational and financial resources. To manage this growth, we must expand our facilities, augment our operational, financial and management systems and hire and train additional qualified personnel. If we are unable to manage our growth effectively, our results of operations would be adversely affected.

Physicians and patients may not accept and use our drugs.

Even if the FDA approves one or more of our Potential Product Candidates, physicians and patients may not accept and use it. Acceptance and use of our products will depend upon a number of factors including:

· perceptions by members of the health care community, including physicians, about the safety and effectiveness of our product;

· cost-effectiveness of our product relative to competing products;

· availability of reimbursement for our product from government or other healthcare payors; and

· effective marketing and distribution efforts by us and our licensees and distributors, if any.

If our current Potential Product Candidates are approved, we expect sales to generate substantially all of our product revenues for the foreseeable future, and as such, the failure of these products to find market acceptance would harm our business and could require us to seek additional financing.

Our ability to generate product revenues will be diminished if our products sell for inadequate prices or patients are unable to obtain adequate levels of reimbursement.

Our ability to commercialize our products, alone or with collaborators, will depend in part on the extent to which reimbursement will be available from:

· government and health administration authorities;

· private health maintenance organizations and health insurers; and

· other healthcare payors.

Significant uncertainty exists as to the reimbursement status of newly approved healthcare products. Healthcare payors, including Medicare, are challenging the prices charged for medical products and services. Government and other healthcare payors increasingly attempt to contain healthcare costs by limiting both coverage and the level of reimbursement for drugs. Even if our Potential Product Candidates are approved by the FDA, insurance coverage may not be available, and reimbursement levels may be inadequate, to cover our products. If government and other healthcare payors do not provide adequate coverage and reimbursement levels for our products, once approved, market acceptance of such products could be reduced. In addition, changes in the laws governing healthcare and health insurance may have adverse impacts on the amount or method of reimbursement, which would adversely affect our product revenues and results of operations.

WeSelected ~~face~~Financial ~~the risk of product liability claims and may not be able to obtain insurance.~~Information

~~Our~~The ~~business~~following ~~exposes~~tables usset toforth ~~the~~a ~~risk~~ summary of ~~product~~certain ~~liability~~selected ~~claims~~consolidated ~~that~~financial ~~are~~data ~~inherent~~for in the ~~development~~six ofmonth ~~drugs. If~~periods ~~the~~ended ~~use~~June ~~of one or more of our or our collaborators' drugs harms people~~30, we2012 ~~may be subject to costly~~ and ~~damaging product liability claims brought against us by clinical trial participants~~2011, ~~consumers,~~and ~~health~~for care providers, pharmaceutical companies or others selling our products. Our inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the ~~commercialization~~fiscal ofyear ended ~~pharmaceutical~~December ~~products we develop~~31, ~~alone~~2011 orand ~~with collaborators. We currently do not carry clinical trial insurance or product liability insurance. We intend to obtain such insurance in~~ the ~~future~~period asfrom ~~necessary.~~October ~~We cannot predict all of the possible harms or side effects that may result and~~14, ~~therefore,~~2010 ~~the~~(inception) ~~amount~~through ofDecember ~~insurance coverage we hold in the future~~31, if2010. ~~any,~~This ~~may~~information ~~not~~is bederived from ~~adequate~~our toconsolidated ~~cover~~financial ~~all liabilities we might incur~~statements. We ~~intend~~Historical toresults ~~expand~~are ~~our~~not ~~insurance~~necessarily ~~coverage~~indicative toof ~~include~~ the ~~sale~~results ofthat ~~commercial products if we obtain marketing approval for our drug candidates in development, but we~~ may be ~~unable to obtain commercially reasonable product liability insurance~~ expected for any ~~products~~future ~~approved for marketing~~period. If weThe ~~are~~consolidated ~~unable~~financial todata ~~obtain~~below ~~insurance~~should ~~at an acceptable cost or otherwise protect against potential product liability claims, we will~~ be ~~exposed~~read toin ~~significant~~conjunction ~~liabilities,~~with ~~which~~“Management’s ~~may materially~~ Discussion and ~~adversely~~Analysis ~~affect~~of ~~our~~Financial ~~business~~Condition and ~~financial~~Results ~~position. If~~of weOperations” ~~are sued for any injury allegedly caused by our or our collaborators' products, our liability could exceed our total assets~~ and ~~our ability to pay~~ the ~~liability. A~~consolidated ~~successful~~financial ~~product~~statements ~~liability claim or series of claims brought against us would decrease our cash~~ and ~~could~~notes ~~cause~~included elsewhere ~~the~~in ~~value~~this ~~of our common stock to decrease~~prospectus.

We may be exposed to liability claims associated with the use of hazardous materials and chemicals.

Statements of Operations Data:	For the Six Months Ended June 30, 2012 (Unaudited)			For the Six Months Ended June 30, 2011 (Unaudited)
Revenue	$	0		$	0
Loss from operations	$	(186,254	)	$	(281,791	)
Net loss	$	(189,087	)	$	(282,278	)
Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding used in basic and diluted net loss per share calculation		85,048,233			66,544,475

Our research, development and manufacturing activities and/or those of our third-party contractors may involve the controlled use of hazardous materials and chemicals. Although we believe that our safety procedures for using, storing, handling and disposing of these materials comply with federal, state and local laws and regulations, we cannot completely eliminate the risk of accidental injury or contamination from these materials. In the event of such an accident, we could be held liable for any resulting damages and any liability could materially adversely affect our business, financial condition and results of operations. In addition, the federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of hazardous or radioactive materials and waste products may require us to incur substantial compliance costs that could materially adversely affect our business, financial condition and results of operations.

Statements of Operations Data:	For the Year Ended December 31, 2011			For the Period Ended December 31, 2010
Revenue	$	0		$	0
Loss from operations	$	(570,533	)	$	(50,666	)
Net loss	$	(571,601	)	$	(50,855	)
Basic and diluted net loss per share	$	(0.01	)	$	0.00
Weighted average shares outstanding used in basic and diluted net loss per share calculation		64,144,833			60,300,000

Successful development of our products is uncertain.

Balance Sheet Data:	June 30, 2012 (Unaudited)			December 31, 2011			December 31, 2010
Cash and cash equivalents	$	28,520		$	113,937		$	127,000
Working capital	$	(206,616	)	$	(432,200	)	$	(22,666	)
Total assets	$	96,616		$	164,991		$	141,000
Total liabilities	$	355,924		$	559,324		$	161,855
Total stockholders’ deficit	$	(259,308	)	$	(394,333	)	$	(20,855	)

Our development of current and future Potential Product Candidates is subject to the risks of failure and delay inherent in the development of new pharmaceutical products and products based on new technologies, including:

· delays in product development, clinical testing, or manufacturing;

· unplanned expenditures in product development, clinical testing, or manufacturing;

· failure of a Potential Product Candidate to demonstrate acceptable safety and efficacy;

· failure to receive regulatory approvals;

· emergence of superior or equivalent products;

· inability to manufacture on our own, or through any others, Potential Product Candidates on a commercial scale; and

· failure to achieve market acceptance.

Because of these risks, our research and development efforts may not result in any commercially viable products. If a significant portion of these development efforts are not successfully completed, required regulatory approvals are not obtained, or any approved products are not commercially successful, our business, financial condition, and results of operations may be materially harmed.Risk Factors

~~Corporate~~Investing in our common stock involves a high degree of risk. Before investing in our common stock you should carefully consider the following risks, together with the financial and ~~academic~~other ~~collaborators~~information ~~may~~contained ~~take~~in ~~actions~~this toprospectus. ~~delay~~If any of the following risks actually occurs, ~~prevent~~our business, orprospects, ~~undermine~~financial condition and results of operations could be adversely affected. In that case, the trading ~~success~~price of our ~~products~~common stock would likely decline and you may lose all or a part of your investment.

~~Our~~Risks ~~operating~~Related ~~and~~To financial strategy for the development, clinical testing, manufacture, and commercialization of drug candidates is heavily dependent on our entering into collaborations with corporations, academic institutions, licensors, licensees, and other parties. Our ~~current~~Financial strategy assumes that we will successfully establish these collaborations, or similar relationships; however, there can be no assurance that we will be successful establishing such collaborations. Some of our existing collaborations are, Condition and future collaborations may be, terminable at the sole discretion of the collaborator. Replacement collaborators might not be available on attractive terms, or at all. The activities of any collaborator will not be within our control and may not be within our power to influence. There can be no assurance that any collaborator will perform its obligations to our satisfaction or at all, that we will derive any revenue or profits from such collaborations, or that any collaborator will not compete with us. If any collaboration is not successful, we may require substantially greater capital to undertake development and marketing of our proposed products and may not be able to develop and market such products effectively, if at all. In addition, a lack of development and marketing collaborations may lead to significant delays in introducing proposed products into some or all markets and/or reduced sales of proposed products in some or all markets.Operations

~~Data~~Our ~~provided~~limited operating byhistory ~~collaborators~~makes ~~and~~an ~~others~~evaluation ~~upon~~of ~~which~~our webusiness ~~rely that has not been independently verified could turn out to be false, misleading, or incomplete~~difficult.

We ~~rely~~are ona ~~third-party~~development stage ~~vendors,~~company ~~scientists,~~with ~~and~~a ~~collaborators~~limited tooperating ~~provide~~history usupon ~~with~~which ~~significant~~to ~~data~~base ~~and~~an ~~other~~evaluation ~~information~~of ~~related to~~ our ~~projects,~~current ~~clinical~~business ~~trials,~~ and ~~our~~future ~~business~~prospects. If We ~~such~~were ~~third~~recently ~~parties~~organized ~~provide~~and ~~inaccurate,~~only ~~misleading,~~recently orcommenced ~~incomplete~~operations. ~~data,~~We ~~our~~have ~~business,~~to ~~prospects,~~date ~~and~~been ~~results~~engaged ofin ~~operations~~organizational ~~could~~activities beincluding developing ~~materially~~a ~~adversely~~strategic ~~affected~~operating plan and entering into contracts.

InAccordingly, ~~addition~~we tohave a limited operating history upon which an evaluation of our ~~collaborations~~performance and prospects can be made. Our prospects must be considered in light of the inherent risks, weexpenses ~~are~~and ~~dependent~~difficulties onencountered ~~certain~~by ~~license~~companies in the early stages of development, particularly companies in new and evolving markets. These risks include, by way of example and not in limitation, unforeseen capital requirements, unforeseen technical problems, failure of market acceptance, failure to establish business relationships and competitive disadvantages against larger and more established companies. We may not be able to successfully address any of these risks or others. Failure to do so could seriously harm our business and cause our operating results to suffer or fail.

WeOur independent auditors have ~~licensed~~expressed ~~technology~~substantial ~~that~~doubt isabout ~~important to~~ our ~~business,~~ability ~~and we may enter into additional licenses in the future. Licenses~~ to ~~which~~continue weas ~~are~~ a ~~party~~going ~~contain~~concern, ~~and~~which we expect that any future licenses will contain, provisions requiring certain up-front, milestone, and royalty payments to licensors. If we fail to comply with these obligations to licensor, such licensor may ~~have~~hinder ~~the~~our ~~right~~ability to ~~terminate~~obtain future ~~the license, in which event we would not be able to commercialize drug candidates or technologies that were covered by the license~~financing. ~~Also, the milestone and other payments associated with these licenses could make it less profitable for us to develop Potential Product Candidates.~~

IfOur independent registered public accounting firm has issued its report, which includes an explanatory paragraph for going concern uncertainty on our financial statements as of December 31, 2011. Because we orhave not yet generated revenues from our ~~collaborators~~operations ~~are~~our ~~unable~~ability to ~~manufacture~~continue ~~our~~as a ~~products~~going inconcern ~~sufficient~~is ~~quantities~~currently orheavily ~~are~~dependent ~~unable~~upon our ability to obtain ~~regulatory~~additional ~~approvals~~financing ~~for~~to sustain our operations. Such financing may take the ~~manufacturing~~form ~~facility~~of the issuance of common or preferred stock or debt securities, or may involve bank financing. Although we have completed several equity financings, the fact that our auditors have issued a “going concern” opinion may hinder beour ~~unable~~ability to ~~meet~~obtain ~~demand~~additional ~~for~~financing ~~our~~in ~~products~~the ~~and~~future. Currently, we ~~may~~have ~~lose~~no ~~potential~~commitments ~~revenues~~to obtain any additional financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

We ~~have~~will noneed substantial ~~experience~~additional infunding ~~drug formulation or manufacturing and do not intend~~ to ~~establish~~pursue our ~~own~~business ~~manufacturing~~plan ~~facilities. We also lack the resources~~ and ~~expertise~~fund ~~to formulate or manufacture~~ our ~~own~~proposed ~~Potential Product Candidates~~operations. ~~Completion~~If ofwe ~~our~~are ~~clinical~~unable ~~trials~~to ~~and~~obtain ~~commercialization~~the offunds necessary ~~our~~to ~~Potential~~do ~~Product Candidates require access to~~so, orwe ~~development~~may ~~of,~~be ~~facilities~~required to ~~manufacture~~delay, ascale ~~sufficient~~back ~~supply~~or ofeliminate our ~~Potential~~business ~~Product~~plans ~~Candidates. We~~or ~~currently contract with outside sources to manufacture our development compounds. If, for any reason,~~ we ~~become~~may be unable to ~~rely~~continue on our ~~current sources for the manufacture of our Potential Product Candidates, either for clinical trials or, at some future date, for~~ business.

We plan to research, develop acquire and market technologies in highly competitive markets. These plans require a commitment of funds substantially in excess of funds we currently have available. Accordingly, any expansion, acceleration or continuation of such activities will require additional capital which may not be available to us, if at all, on terms and conditions that we find acceptable. Moreover, future capital requirements may vary significantly from what we currently project and will depend on certain factors, many of which are not within our control. These include the ongoing development and testing of the proprietary technology which we plan to use, the nature and timing of licensing and sublicensing activities, commencement of sales, the hiring of qualified management and employees, responding to competitive pressures, regulatory requirements and the availability of financing.

~~commercial~~We ~~quantities,~~will ~~then~~need weto ~~would~~raise substantial ~~need~~additional capital to ~~identify~~fund ~~and~~the ~~contract~~expansion ~~with~~of our business. We cannot be certain that additional financing will be available on acceptable terms, or ~~replacement~~at ~~third-party~~all, ~~manufacturers~~particularly toin ~~manufacture~~light ~~compounds~~of ~~for~~the ~~preclinical~~recent economic downturn and dislocations in the credit and capital markets, ~~clinical~~which may or may not continue. To the extent that we raise additional capital through the sale of equity securities, the ownership position of our existing stockholders could be substantially diluted. If additional funds are raised through the issuance of debt securities, these securities are likely to have rights, preferences and ~~commercial~~privileges ~~purposes~~senior to our common stock. Fluctuating interest rates could also increase the costs of any debt financing we may obtain.

~~Before~~If ~~any~~we ~~third~~do ~~party~~not ~~can~~obtain such ~~begin to commercially manufacture our Potential Product Candidates~~financing, we ~~must~~may ~~obtain~~have ~~regulatory~~to ~~approval~~cease ofresearch ~~the~~activities ~~manufacturing facility~~ and ~~process. Manufacturing~~investors ofcould ~~drugs~~lose ~~for~~their ~~clinical~~entire ~~and commercial purposes must comply with the FDA’s Current Good Manufacturing Practices (“cGMP”), and applicable non-U~~investment.S. ~~regulatory~~We ~~requirements. The~~have ~~cGMP~~no ~~requirements~~arrangements or ~~govern~~agreements ~~quality control and documentation policies and procedures. Complying~~ with ~~cGMP~~any ~~and~~person ~~non-U.S.~~regarding ~~regulatory~~any ~~requirements~~potential ~~will~~future ~~require that we expend time, money, and effort in production, recordkeeping, and quality control to assure that the product meets applicable specifications and other requirements~~financings.

~~Our~~We ~~reliance~~currently do onnot ahave, ~~limited~~and ~~number~~may ofnever ~~third-party~~develop, ~~manufacturers~~any ~~exposes~~commercialized ustechnologies toor ~~the following risks:~~products.

· We ~~may~~currently bedo ~~unable~~not have toany ~~identify~~commercialized ~~manufacturers~~technologies onor ~~acceptable~~products ~~terms~~ or atany ~~all~~significant ~~because~~source ~~the~~of ~~number~~revenue. We have invested substantially all of ~~potential~~our time ~~manufacturers~~and isresources ~~limited~~in identifying and ~~the~~acquiring ~~FDA~~rights ~~must~~to ~~approve~~innovative ~~any~~clean ~~replacement~~resources ~~contractor~~technologies. ~~This~~ ~~approval~~The ~~would~~technologies, ~~generally~~which are the subject of our ongoing research programs, will require ~~new~~additional ~~testing~~development, field evaluation, regulatory approval, significant marketing efforts and ~~compliance~~substantial ~~inspections~~additional investment before they can provide us with any revenue. In ~~addition,~~We acannot ~~new~~currently ~~manufacturer~~estimate with ~~would~~any ~~have~~accuracy tothe beamount ~~educated~~of inthese funds because it may vary significantly depending on the results of our current research and development activities, orproduct ~~develop~~testing, ~~substantially~~costs ~~equivalent~~of ~~processes~~acquiring ~~for~~licenses, ~~production~~changes in the focus and direction of our ~~products~~research ~~after~~and development ~~receipt~~programs, competitive and technological advances, the cost of ~~FDA~~filing, prosecuting, defending and enforcing patent claims, the regulatory process, manufacturing, marketing and other costs associated with the commercialization of products following receipt of approval, if ~~any~~required, from regulatory bodies and other factors.

· Our ~~third-party~~efforts ~~manufacturers~~may ~~might~~not lead ~~be unable~~ to ~~formulate~~commercially ~~and~~successful ~~manufacture~~products ~~our~~for ~~drugs~~a innumber ~~the volume and~~ of ~~the quality required to meet our clinical needs and commercial needs~~reasons, ~~if any.~~including:

· ~~Our~~ ~~future~~we ~~contract manufacturers~~ may not ~~perform~~be asable ~~agreed~~to orobtain ~~may~~regulatory ~~not~~approvals, ~~remain~~if ~~in the contract manufacturing business for the time~~ required, ~~to supply our clinical trials~~ or tothe ~~successfully~~approved ~~produce,~~indication ~~store~~may ~~and~~be ~~distribute~~narrower ~~our~~than ~~products.~~we seek;

· ~~Drug~~ ~~manufacturers~~our ~~are~~technologies ~~subject~~or toproducts, ~~ongoing~~if ~~periodic~~any, ~~unannounced~~derived ~~inspection~~from byour ~~the~~research ~~FDA~~ and ~~corresponding~~development ~~state~~efforts ~~agencies~~may tonot ~~ensure~~prove ~~strict~~to ~~compliance~~be ~~with~~safe ~~the FDA’s Current Good Manufacturing Practices (“cGMP”)~~ and ~~other~~effective ~~government~~in ~~regulations~~field ~~and~~trials ~~corresponding~~or ~~foreign standards. We do not have control over third-party manufacturers’ compliance with these regulations and standards.~~testing;

· If any ~~third-party manufacturer makes improvements in the manufacturing process for our~~ products, wethat may ~~not~~be ~~own,~~approved or may ~~have~~not tobe ~~share,~~accepted ~~the~~in ~~intellectual property rights to~~ the ~~innovation.~~marketplace;

~~Each~~· ofwe ~~these~~may ~~risks~~not ~~could~~have ~~delay~~adequate ~~our~~financial ~~clinical~~or ~~trials,~~other ~~the~~resources ~~approval,~~to ifcomplete ~~any, of our Potential Product Candidates by~~ the ~~FDA~~development orand ~~the~~ commercialization of ~~our~~products ~~Potential~~derived ~~Product~~from ~~Candidates~~our orresearch ~~result~~and indevelopment ~~higher costs or deprive us of potential product revenues.~~efforts;

~~Preclinical~~· ~~and~~we ~~clinical~~may ~~trials~~not ~~required~~be ~~for~~able ~~our~~to ~~Potential~~manufacture ~~Product~~our ~~Candidates~~products ~~are~~in ~~expensive~~commercial ~~and~~quantities ~~time-consuming,~~or ~~and~~at ~~their~~an ~~outcome~~acceptable ~~is uncertain.~~cost;

In· ~~order~~rapid totechnological ~~obtain~~change FDA approval to market a new drug product, we must demonstrate safety and effectiveness in humans. To meet these requirements, we must conduct extensive preclinical testing and “adequate and well-controlled” clinical trials. Conducting clinical trials is a lengthy, time consuming, and expensive process. The length of time may ~~vary~~make ~~substantially~~our ~~according~~technologies ~~to the type, complexity, novelty,~~ and ~~intended use of the Potential Product Candidate, and often can be several years or more per trial. Delays associated with~~ products ~~for~~derived ~~which~~from wethose ~~are~~technologies ~~directly~~obsolete; ~~conducting preclinical or clinical trials may cause us to incur additional operating expenses. The commencement~~ and ~~rate of completion of clinical trials may be delayed by many factors, including, for example:~~

· ~~inability~~ toour ~~manufacture~~current ~~sufficient~~research ~~quantities~~and oftesting ~~qualified~~may ~~materials~~prove ~~under~~unsuccessful ~~cGMP~~and ~~for~~not ~~use~~yield ina ~~clinical~~commercially ~~trials;~~viable product.

· slower than expected rates of patient recruitment;

~~· failure~~We expect to operate ~~recruit~~in ahighly ~~sufficient~~competitive ~~number~~markets ofin ~~patients;~~which we will face competition from large well-established companies with resources significantly greater than ours, and against which we may not be able to effectively compete.

~~· modification~~Our commercial success will depend on our ability and the ability of ~~clinical~~our ~~trial~~sub-licensees, ~~protocols;~~if any, to compete effectively in product development, customer compliance, price, marketing and distribution. There can be no assurance that competitors will not succeed in developing products that are more effective than any products derived from our research and development efforts or that would render such products obsolete and non-competitive.

~~· changes~~The intechnology ~~regulatory~~sector is ~~requirements~~characterized ~~for~~by ~~clinical~~intense ~~trials;~~competition, rapid product development and technological change. Most of the competition that we encounter will come from companies, research institutions and universities who are researching and developing technologies and products similar to, or competitive with, any we may develop.

~~· the~~These ~~lack~~companies ofmay enjoy ~~effectiveness~~numerous ~~during~~competitive ~~clinical~~advantages, ~~trials;~~including:

· ~~the~~ ~~emergence~~significantly ofgreater ~~unforeseen~~name ~~safety issues~~recognition;

· ~~delays,~~ ~~suspension,~~established ordistribution ~~termination of clinical trials by the institutional review board responsible for overseeing the study at a particular study site~~networks; ~~and~~

· ~~government,~~ ~~institutional~~additional ~~review~~lines ~~board~~of orproducts ~~other~~and ~~regulatory~~the ~~delays~~ability orto ~~“clinical~~offer ~~holds”~~rebates, ~~requiring~~higher ~~suspension~~discounts or ~~termination~~incentives ofto ~~the~~gain ~~trials.~~a competitive advantage;

~~The~~· ~~results~~greater ~~from~~experience ~~preclinical testing and early clinical trials are not necessarily predictive of results obtained~~ in ~~later~~conducting ~~clinical~~research ~~trials. Accordingly~~and development, ~~even if we obtain or have obtained positive results from preclinical or early clinical trials~~manufacturing, weobtaining ~~may~~regulatory ~~not~~approval ~~achieve~~for ~~the~~products ~~same success in future clinical trials. Clinical trials may not provide statistically significant data supporting a Potential Product Candidate’s safety~~ and ~~effectiveness~~marketing toapproved ~~meet~~products; ~~the requisite regulatory approvals.~~and

~~The~~· ~~failure~~greater offinancial ~~clinical trials to demonstrate safety~~ and ~~effectiveness~~human resources for ~~the~~product ~~desired indications could harm the~~ development of that Potential Product Candidate and other Potential Product Candidates. This failure could cause us to abandon a Potential Product Candidate and could delay development of other Potential Product Candidates. Any delay in, orsales ~~termination of, our clinical trials would delay the filing of our New Drug Applications (“NDAs”), with the FDA~~ and, ~~ultimately~~marketing, ~~our ability to commercialize our Potential Product Candidates~~ and ~~generate~~patent ~~product revenues~~litigation. ~~Any change in, or termination of, our clinical trials could materially harm our business, financial condition, and results of operation.~~

WeAs ~~are~~a ~~subject~~result, we may not be able to ~~extensive~~compete ~~and~~effectively ~~costly~~against ~~government~~these ~~regulation~~companies or their products.

~~Product~~The ~~candidates~~success of ~~employing~~ our ~~technology~~research ~~are subject to extensive~~ and ~~rigorous~~development ~~domestic~~effort ~~government~~is ~~regulation~~uncertain ~~including regulation by the FDA, the Centers for Medicare~~ and ~~Medicaid~~we ~~Services,~~expect ~~other~~to ~~divisions~~be ofengaged ~~the~~in ~~United~~research ~~States Department of Health~~ and ~~Human Services, the United States Department of Justice, state and local governments, and their respective foreign equivalents. The FDA regulates the research,~~ development, ~~preclinical~~efforts ~~and~~for ~~clinical~~a ~~testing,~~considerable period ~~manufacture, safety, effectiveness, record-keeping, reporting, labeling, storage, approval, advertising, promotion, sale, distribution, import, and export~~ of ~~pharmaceutical~~time ~~products. The~~before ~~FDA~~we ~~generally~~will ~~regulates~~be ~~antibodies~~in ~~and other biotechnology products as biologics, subject to~~ a ~~Biologic License Application (“BLA”)~~position, ~~under~~if ~~the Public Health Service Act~~ever, ~~as amended. The FDA regulates small molecule chemical entities as drugs, subject~~ to andevelop ~~NDA, under the Federal Food, Drug,~~ and ~~Cosmetic~~commercialize ~~Act. If~~ products ~~employing~~derived from our ~~technologies~~research ~~are marketed abroad, they will also be subject to extensive regulation by foreign governments, whether or not they have obtained FDA approval for a given product~~ and ~~its uses~~development program. ~~Such foreign regulation may be equally or more demanding than corresponding United States regulation.~~

~~Government~~Research ~~regulation~~and ~~substantially~~development activities, ~~increases~~by their nature, preclude definitive statements as to the ~~cost~~time required and ~~risk~~costs ofinvolved ~~researching,~~in ~~developing,~~reaching ~~manufacturing,~~certain objectives. Actual costs may exceed the amounts we have budgeted and ~~selling~~actual time may exceed our ~~products~~expectations. ~~The~~ ~~regulatory~~If ~~review~~our research and ~~approval~~development requires ~~process,~~more ~~which~~funding ~~includes~~or ~~preclinical~~time ~~testing~~than ~~and~~we ~~clinical~~anticipate, ~~trials~~then ofwe ~~each~~may ~~Potential~~have ~~Product~~to ~~Candidate,~~reduce istechnological ~~lengthy,~~development ~~expensive,~~efforts ~~and~~or ~~uncertain~~seek additional financing. We orThere ~~our~~can ~~collaborators~~be ~~must~~no ~~obtain~~assurance ~~and~~that ~~maintain~~we ~~regulatory~~will ~~authorization~~be able to ~~conduct~~secure ~~clinical~~any ~~trials. We~~necessary additional financing or ~~our~~that ~~collaborators~~such ~~must~~financing would ~~obtain~~be ~~regulatory~~available ~~approval~~to ~~for~~us ~~each~~on ~~product~~favorable terms. Additional financings could result in substantial dilution to existing stockholders. Even if we ~~intend~~are able to ~~market,~~fully fund our research and ~~the~~development ~~manufacturing~~program, ~~facilities~~there ~~used~~is ~~for~~no ~~the~~assurance that, even upon successful completion of our program, we will ever be able to commercialize products, ~~must~~if any, derived from our research efforts or that we will be ~~inspected~~able to ~~and~~generate ~~meet~~any ~~legal~~revenues ~~requirements~~from operations.

~~Securing~~Our ~~regulatory approval requires the submission of extensive preclinical~~ research and ~~clinical~~development ~~data~~programs ~~and~~are ~~other supporting information for each proposed therapeutic indication~~ in ~~order to establish~~ the ~~product’s~~preliminary ~~safety~~development ~~and~~stage ~~efficacy,~~ and in the ~~case~~results ofwe ~~biologics,~~attain ~~also~~may ~~potency~~not ~~and~~prove ~~purity,~~to ~~for~~be ~~each~~adequate ~~intended~~for ~~use. The~~purposes of ~~development~~developing and ~~approval~~commercializing ~~process~~any ~~takes~~products ~~many~~or ~~years,~~otherwise ~~requires substantial resources, and may never lead~~ to ~~the~~support ~~approval~~a ofprofitable abusiness ~~product~~venture.

~~Even~~Our ifresearch weand ~~are~~development programs ~~able~~that towere ~~obtain~~initially ~~regulatory~~conducted ~~approval~~at ~~for~~the aUniversity ~~particular~~of ~~product~~California, ~~the~~Santa ~~approval~~Barbara ~~may~~(“UCSB”) ~~limit~~and ~~the~~are ~~indicated~~now being ~~medical~~conducted ~~uses~~at ~~for~~APC are in the ~~product,~~preliminary ~~may~~development ~~otherwise~~stage. ~~limit~~We ~~our~~will ~~ability~~require tosignificant ~~promote~~further research, ~~sell~~development, testing and ~~distribute~~regulatory ~~the~~approvals ~~product,~~and ~~may~~significant ~~require~~additional ~~that~~investment before we ~~conduct~~will ~~costly~~be ~~post-marketing~~in ~~surveillance,~~a position to attempt to commercialize products derived from our research and~~/or~~ development programs. We cannot currently estimate with any accuracy the amount of these funds because it may ~~require~~vary ~~that~~significantly wedepending ~~conduct~~on ~~ongoing~~the ~~post-marketing~~results ~~studies. Material~~of ~~changes~~our tocurrent ansponsored ~~approved~~research ~~product,~~and ~~such~~development asactivities, ~~for~~product ~~example~~testing, costs ~~manufacturing~~of acquiring licenses, changes orin ~~revised~~the ~~labeling,~~focus ~~may~~and ~~require~~direction ~~further~~of ~~regulatory~~our ~~review~~research and ~~approval. Once~~development ~~obtained~~programs, ~~any~~competitive ~~approvals~~and ~~may~~technological advances, bethe ~~withdrawn~~cost of filing, ~~including~~prosecuting, ~~for~~defending ~~example,~~and ifenforcing ~~there~~patent isclaims, athe ~~later~~regulatory ~~discovery~~process, ofmanufacturing, ~~previously~~marketing and ~~unknown~~other ~~problems~~costs associated with ~~the~~commercialization ~~product,~~of ~~such~~products asfollowing areceipt ~~previously~~of ~~unknown~~approval ~~safety~~from ~~issue~~regulatory bodies and other factors.

IfThere ~~we,~~can ~~our~~be ~~collaborators,~~no orassurances that our ~~contract~~early ~~manufacturers~~stage ~~fail~~research toand ~~comply~~development ~~with~~efforts ~~applicable~~will ~~regulatory~~be ~~requirements~~successful. atThe ~~any~~ultimate ~~stage~~results ~~during~~of ~~the~~our ~~regulatory~~ongoing ~~process,~~research ~~such~~programs may ~~noncompliance~~demonstrate ~~could~~that ~~result~~the ~~in,~~technologies ~~among~~being ~~other~~researched ~~things,~~by ~~delays~~us inmay ~~the~~be ~~approval~~ineffective, ofunsafe ~~applications~~ or ~~supplements~~unlikely to ~~approved~~receive ~~applications;~~necessary ~~refusal of a~~ regulatory approvals. ~~authority,~~If ~~including~~such ~~the~~results ~~FDA~~are obtained, towe ~~review~~will ~~pending~~be ~~market~~unable ~~approval applications or supplements~~ to ~~approved~~create ~~applications;~~marketable ~~warning~~products ~~letters;~~or ~~fines;~~generate ~~import~~revenues and~~/or~~ ~~export~~we ~~restrictions;~~may ~~product~~have to ~~recalls~~cease or seizures; injunctions; total or partial suspension of production; civil penalties; withdrawals of previously approved marketing applications or licenses; recommendations by the FDA or other regulatory authorities against governmental contracts; and/or criminal prosecutionsoperations.

~~Even~~Currently, if we do ~~were~~not todirectly ~~secure~~conduct ~~regulatory approval in the future for~~ any ~~product~~of ~~derived from~~ our ~~ongoing~~research and development ~~efforts,~~activities weand ~~may~~therefore ~~rely~~we onwill ~~third~~have ~~parties~~minimal ~~for~~control ~~certain~~over ~~services~~such research.

~~Our~~We ~~ability~~rely ~~to achieve profitability is dependent in part~~ primarily on ~~ultimately~~third-parties ~~obtaining~~to ~~regulatory approvals for products~~conduct, ifmonitor ~~any,~~and ~~which~~assess ~~are derived from~~ our ~~development~~research ~~efforts,~~ and ~~then the subsequent commercialization of any such products~~development. ~~Currently,~~We wewill ~~do not~~ have ~~the~~no ~~resources~~control toover ~~commercialize~~the ~~any~~specifics ~~products~~of ~~on our own~~ and possible wedirection ~~either~~that ~~would~~the ~~have~~research tomay ~~hire~~take. ~~and build such capacity~~Accordingly, ~~for~~there ~~which we have no experience and could fail, or enter into agreements with third parties for such commercialization. There~~ can be no assurance that such ~~regulatory~~parties ~~approvals~~ will beconduct ~~obtained,~~our ~~such~~research and ~~resources~~development ~~could~~in ora ~~will~~manner bethat ~~hired or such agreements~~ will belead ~~entered into. The failure~~ to obtain any such necessary regulatory approvals or resources or to enter into any such necessary agreements could delay or prevent us from achieving profitability and would have a material adverse effect on the ~~business,~~commercial ~~financial~~development ~~position and results~~ of ~~our operations. Further, there can be no assurance that our operations will become profitable even if products, if~~ any, ~~which are derived from our research and development efforts, are commercialized~~products.

IfWe ~~FDA and other approvals~~ are ~~ultimately~~also ~~obtained~~dependent upon ~~with respect to any product submitted by us in~~ the ~~future~~services ~~for~~of ~~approval,~~certain wekey ~~may~~scientific ~~market~~personnel ~~and~~who ~~sell~~are ~~any~~not ~~such~~directly ~~product~~employed onby ~~our own or through distribution~~us, ~~co-marketing,~~including ~~co-promotion~~the principal investigators or ~~sublicensing~~inventors ~~arrangements~~ with ~~third~~respect ~~parties.~~to Toour ~~date,~~ongoing weresearch ~~have~~and nodevelopment ~~such~~of ~~capability~~clean orresources ~~agreements~~technologies. ToThe ~~market~~loss ~~any~~ of ~~our products directly, we would need to develop a marketing, sales, and distribution force that both has technical expertise and~~ the ~~ability~~services toprovided by ~~support~~such apersons ~~distribution~~could ~~capability. The~~have ~~establishment of~~ a ~~marketing,~~materially ~~sales,~~adverse ~~and~~effect ~~distribution~~on ~~capability would significantly increase our costs~~us, ~~possibly~~unless ~~requiring~~qualified ~~substantial~~replacements ~~additional~~could ~~capital. In addition, there is intense competition for proficient sales and marketing personnel, and we may not~~ be ~~able~~found. toWe ~~attract individuals who~~ have ~~the~~no ~~qualifications~~control over ~~necessary~~whether ~~to market, sell, and distribute~~ our ~~products. There~~principal ~~can~~investigators beor noother ~~assurance~~scientific ~~that~~personnel we will bechoose ~~able~~ to ~~establish~~remain ~~internal~~involved ~~marketing,~~with ~~sales,~~our ~~or distribution capabilities~~projects. To ~~the~~Since these ~~extent~~individuals ~~that we~~ are ~~able~~not tobound ~~enter~~by ~~into~~contract ~~distribution,~~to ~~co-marketing,~~us ~~co-promotion~~nor oremployed ~~sublicensing arrangements for the marketing and sale of any such products, any revenues received~~ by us ~~will~~directly, bethey ~~dependent~~might move on ~~the efforts of third parties. If any of such parties were~~ to ~~breach~~other orresearch ~~terminate their agreement with us~~ or ~~otherwise fail to conduct marketing activities successfully, and in a timely manner, the~~ positions.

We lack sales and marketing experience and will likely rely on third-party marketers.

We expect to market and sell or otherwise commercialize our technologies (or any products derived from the technologies) through distribution, co-marketing, co-promotion or licensing arrangements with third-parties. We have no experience in sales, marketing or distribution of such technologies or products and our current management and staff is not trained in these areas. To the extent that we enter into distribution, co-marketing, co-promotion or licensing arrangements for the marketing or sale of our technologies (or any products derived from the technologies) any revenues received by us will be dependent on the efforts of third-parties. If any such parties were to breach or terminate its agreement with us or otherwise fail to conduct marketing activities successfully and in a timely manner, the commercialization of our technologies (or any products derived from the technologies) would be delayed or terminated.

~~commercialization~~ Concentration of ~~products~~ownership among our directors, ifexecutive ~~any~~officers, ~~derived~~and ~~from~~principal ~~our~~stockholders ~~ongoing~~may ~~development~~prevent ~~efforts~~new ~~would~~investors befrom ~~delayed~~influencing orsignificant corporate ~~terminated~~decisions.

WeAs of August 31, 2012, our directors, executive officers, holders of more than 5% of our common stock and their affiliates own, in the aggregate, approximately 70% of our issued and outstanding common stock. As a result, these stockholders, subject to any fiduciary duties owed to our other stockholders under federal and state law, will be able to exercise a controlling influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, and will have significant control over our management and policies. Some of these persons or entities may have interests that are different from our other stockholders. For example, these stockholders may support proposals and actions with which our other stockholders may disagree with or which are not in their interests. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the ~~necessary~~Company, Uwhich in turn could reduce the price of our common stock.S. In addition, these stockholders, some of whom have representatives sitting on our Board, could use their voting influence to maintain our existing management and directors in office, delay or ~~worldwide~~prevent ~~regulatory~~changes ~~approvals~~of control of the Company, or support or reject other management and Board proposals that are subject to ~~commercialize~~stockholder ~~any~~approval, ~~Potential~~such ~~Product~~as ~~Candidate~~amendments to our employee stock plans and approvals of significant financing transactions.

WeThere cannot assure you that we will receive the approvals necessary to commercialize our Potential Product Candidates, or any other pharmaceutical candidates we acquire or develop in the future, for sale. We will need FDA approval to commercialize our Potential Product Candidates in the U.S. and approvals from the FDA equivalent regulatory authorities in foreign jurisdictions to commercialize our Potential Product Candidates in those jurisdictions. In order to obtain FDA approval of any Potential Product Candidate, we must submit to the FDA an NDA, demonstrating that the Potential Product Candidate is safe for humans and effective for its intended use. This demonstration requires significant research and animal tests, which are ~~referred~~ options to aspurchase ~~pre-clinical~~shares ~~studies, as well as human tests, which are referred to as clinical trials. Satisfaction~~ of the FDA’s regulatory requirements typically takes many years, depends upon the type, complexity and novelty of the Potential Product Candidate and requires substantial resources for research, development and testing. We cannot predict whether our ~~research~~common ~~and~~stock ~~clinical~~currently ~~approaches will result in drugs that the FDA considers safe for humans and effective for indicated uses~~outstanding. The FDA has substantial discretion in the drug approval process and may require us to conduct additional pre-clinical and clinical testing, perform post-marketing studies, or otherwise limit or impose conditions on any approval we obtain. The approval process may also be delayed by changes in government regulation, future legislation or administrative action or changes in FDA policy that occur prior to or during our regulatory review. Delays in obtaining regulatory approvals may:

~~· delay~~We ~~commercialization~~have granted options to purchase shares of, our common stock to various persons and ~~our~~entities, ~~ability~~under which we could be obligated to ~~derive~~issue ~~product~~up ~~revenues~~to ~~from~~360,000 shares at a price of $0.083 per share. If issued, the shares underlying these options would increase the number of shares of our common ~~Potential~~stock ~~Product~~currently ~~Candidates;~~outstanding and dilute the holdings and voting rights of our then-existing stockholders.

~~· impose~~We ~~costly~~may ~~procedures~~compete for onthe ~~us;~~time and efforts of our officers and directors.

~~· diminish~~Our ~~any~~officers ~~competitive~~and ~~advantages~~directors are ~~that~~also officers and directors of other companies, and we may ~~otherwise~~have ~~enjoy~~to compete with the other companies for their time, attention and efforts; none of our officers and directors (other than Mr. Patel, who is expected to spend up to 50% of his time on our operations) anticipate devoting more than approximately ten (10%) percent of their time to our matters. We currently have no employment agreements with any of our officers and directors imposing any specific condition on our officers and directors regarding their continued employment by us.

~~Even if we comply with all FDA requests, the FDA may ultimately reject one or more of our NDAs.~~ We ~~cannot be sure that we~~ will ~~ever obtain regulatory clearance for our Potential Product Candidates. Failure~~ need to ~~obtain~~hire ~~FDA~~additional ~~approval~~employees ofas ~~our~~the ~~Potential~~number ~~Product Candidates will severely undermine our business by leaving us without a saleable product, and therefore without any source~~ of ~~revenues,~~technologies ~~until~~in ~~another~~which ~~Potential Product Candidate can be developed or obtained. There is no guarantee that~~ we ~~will~~have ~~ever~~an beinterest ~~able to develop or acquire another Potential Product Candidate~~increases.

InWe ~~foreign~~anticipate ~~jurisdictions,~~that it wewill ~~must~~be ~~receive~~necessary ~~approval~~for ~~from~~us ~~the~~to ~~appropriate~~add ~~regulatory~~employees ~~authorities~~with ~~before~~technology weand ~~can~~management ~~commercialize~~experience ~~any~~as ~~drugs. The~~well ~~risks~~as ~~associated~~support ~~with~~staff ~~foreign~~to ~~regulatory~~accommodate the ~~approval~~increasing ~~processes~~number ~~are~~of ~~similar~~technologies we develop and acquire. We may need to ~~the~~provide ~~risks~~additional ~~associated~~scientific, ~~with~~business, ~~the~~accounting, legal ~~FDA~~or ~~approval~~investment ~~procedures~~training ~~described~~for ~~above~~our hires. We ~~cannot~~There ~~assure~~is ~~you~~competition ~~that~~for wehighly ~~will~~qualified ~~receive~~personnel ~~the~~and ~~approvals~~we ~~necessary~~may tonot ~~commercialize~~be successful in our ~~Potential~~efforts ~~Product~~to ~~Candidates~~recruit ~~for~~and ~~sale~~retain ~~outside~~highly ~~the~~qualified Upersonnel.S.

We ~~have~~may nonot ~~approved~~effectively manage ~~products~~future growth.

WeIf ~~have~~we noachieve ~~approved~~rapid growth, ~~product~~it onwill ~~the~~place ~~market~~a ~~and~~significant ~~have~~strain ~~not~~on ~~generated~~our ~~any~~financial, ~~product~~managerial ~~revenues. Unless~~ and ~~until~~operational weresources. ~~receive~~To ~~approval~~achieve ~~from the FDA~~ and ~~other~~manage ~~regulatory~~growth effectively, ~~authorities~~we ~~for~~must ~~our~~continue ~~Potential~~to ~~Product~~improve ~~Candidates,~~and weexpand ~~cannot sell~~ our ~~drugs~~operational and ~~will~~financial ~~not~~management ~~have product revenues~~capabilities. ~~Therefore,~~ ~~for the foreseeable future~~Moreover, we will ~~have~~ need to ~~fund~~increase ~~all~~staffing ~~of our operations~~ and ~~capital~~effectively ~~expenditures from the net proceeds of this offering~~train, ~~cash~~motivate onand ~~hand,~~manage ~~grants,~~our ~~and~~employees. ~~equity~~Failure ~~and~~to ~~debt~~manage ~~offerings~~growth ofeffectively could harm our ~~securities~~business.

Our business may be adversely affected by regulatory and environmental risks.

Our operations will be subject to environmental risks and hazards and to environmental regulation implemented and/or imposed by a variety of international conventions as well as federal, state, provincial and municipal laws and regulations. Compliance with environmental laws can require significant expenditures and a violation may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner that could result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. Compliance with environmental laws may cause us to limit production, significantly increase the costs of our operations and activities or otherwise adversely affect our financial condition, results of operations and/or prospects.

~~Even~~Risk Related ifTo ~~approved,~~Our ~~our~~Common ~~products will be subject to extensive post-approval regulation.~~ Stock

~~Once~~There ~~a product~~ currently is approved, numerous post-approval requirements apply. Among other things, the holder of an approved NDA is subject to periodic and other FDA monitoring and reporting obligations, including obligations to monitor and report adverse events and instances of the failure of a ~~product~~limited tomarket ~~meet the specifications in the NDA. Application holders must submit new or supplemental applications and obtain FDA approval~~ for ~~certain~~our ~~changes~~common tostock ~~the approved product, product labeling, or manufacturing process. Application holders must also submit advertising and other promotional material to the FDA and report~~ on ~~ongoing clinical trials. Drug safety legislation was passed in September 2007 expanding~~ the ~~FDA’s authority to require changes in the labeling of approved drug products and to require post-marketing studies~~OTCQB.

~~Advertising~~Our ~~and~~common ~~promotional~~stock ~~materials~~is quoted ~~must~~on ~~comply with FDA rules in addition to other potentially applicable federal and state laws. The distribution of product samples to physicians must comply with~~ the ~~requirements of the Prescription Drug Marketing Act~~OTCQB. ~~Manufacturing~~ ~~facilities~~Trading ~~remain~~in ~~subject~~our tocommon ~~FDA~~stock ~~inspection~~has ~~and~~been ~~must~~very ~~continue to adhere to the FDA’s cGMP requirements. Application holders must obtain FDA approval for product~~limited, ~~manufacturing,~~which ~~and~~could ~~labeling~~affect ~~changes, depending on~~ the ~~nature~~price of ~~the~~our ~~change~~stock. ~~Sales,~~ ~~marketing,~~We ~~and~~have ~~scientific/educational grant programs must comply with the anti-fraud and abuse provisions of the Social Security Act~~no plans, ~~the False Claims Act~~proposals, ~~and~~arrangements ~~similar~~or ~~state~~understandings ~~laws,~~with ~~each~~any asperson ~~amended. Pricing and rebate programs must comply~~ with ~~the~~regard ~~Medicaid rebate requirements of the Omnibus Budget Reconciliation Act of 1990 and the Veteran’s Health Care Act of 1992, each as amended. If products are made available~~ to ~~authorized users of~~ the ~~Federal~~development ~~Supply Schedule~~ of ~~the~~an ~~General~~active ~~Services~~trading ~~Administration,~~market ~~additional~~for our ~~laws~~common stock and ~~requirements~~no ~~apply. All~~assurance ofcan ~~these~~be ~~activities~~given ~~are~~that ~~also~~an ~~potentially~~active ~~subject~~trading tomarket ~~federal~~will ~~and state consumer protection and unfair competition laws~~develop.

~~Depending~~The onvalue ~~the~~and transferability ~~circumstances,~~of ~~failure~~our toshares ~~meet~~may ~~these~~be ~~post-approval~~adversely ~~requirements~~impacted ~~can~~by ~~result~~the inlimited ~~criminal~~trading ~~prosecution,~~market ~~fines,~~for ~~injunctions,~~our ~~recall~~stock oron ~~seizure~~the ~~of products~~OTCQB, ~~total~~which oris ~~partial~~a ~~suspension of production~~quotation system, ~~denial~~not oran ~~withdrawal~~issuer oflisting ~~pre-marketing product approvals~~service, market or ~~refusal~~exchange. toBecause ~~allow~~buying usand toselling ~~enter~~stock ~~into~~on ~~supply~~the ~~contracts,~~OTCQB ~~including~~is ~~government~~not ~~contracts. In~~as ~~addition,~~efficient ~~even~~as buying ifand weselling ~~comply~~stock ~~with~~through ~~FDA~~an ~~and~~exchange, ~~other~~it ~~requirements,~~may ~~new~~be ~~information~~difficult ~~regarding~~for ~~the~~our ~~safety~~stockholders orto ~~effectiveness~~sell oftheir ashares ~~product~~or ~~could~~you ~~lead~~may ~~the~~not ~~FDA~~be able to ~~modify~~sell ortheir ~~withdraw~~shares ~~product~~for ~~approval~~an optimum trading price.

WeThe ~~expect~~OTCQB tois ~~operate in~~ a ~~highly~~regulated quotation ~~competitive~~service ~~market;~~that wedisplays ~~may~~real-time ~~face competition from large~~quotes, ~~well-established~~last ~~companies~~sale ~~with~~prices ~~significant resources;~~ and wevolume ~~may~~limitations ~~not~~in beover-the-counter ~~able to compete effectively~~securities.

~~Our~~When ~~commercial~~fewer ~~success~~shares of ~~will~~a ~~depend~~security are being traded on ~~our~~the OTCQB, volatility of prices may increase and price movement may outpace the ability to ~~compete~~deliver accurate ~~effectively~~quote ininformation. ~~product~~Lower ~~development~~trading ~~areas~~volumes ~~such~~in ~~as,~~a ~~but~~security ~~not~~may ~~limited~~result ~~to,~~in ~~safety,~~a ~~efficacy,~~lower ~~ease~~likelihood of ~~use,~~an ~~patient~~individual’s ororders being ~~customer~~executed ~~compliance,~~and current prices may differ significantly from the price, ~~and~~one ~~marketing~~was ~~and~~quoted ~~distribution~~by the OTCQB at the time of the order entry. ~~There~~The ~~can~~dealer’s bespread no(the ~~assurance~~difference ~~that~~between ~~competitors~~the ~~will~~bid ~~not~~and ~~succeed~~ask inprices) ~~developing~~may ~~products~~be ~~that~~large ~~are~~and ~~more~~may ~~effective~~result ~~than~~in ~~any~~substantial ~~products~~losses to ~~derived~~the ~~from~~seller ~~our~~of ~~development~~securities ~~efforts~~on orthe ~~that~~OTCQB ~~would~~if ~~render~~the ~~such~~common ~~products~~stock ~~obsolete~~or ~~and~~other ~~non-competitive~~security must be sold immediately.

~~The~~Our ~~pharmaceutical~~stock ~~and~~price historically ~~biotechnology~~has ~~industries~~been ~~are~~volatile ~~characterized by intense competition, rapid product development~~ and ~~technological~~may ~~change.~~continue ~~Most of the competition that we encounter will come from companies, research institutions and universities who are researching and developing technologies and potential products similar~~ to orbe ~~competitive with our own~~volatile.

~~These~~The ~~companies~~market ~~enjoy~~price ~~numerous~~of our ~~competitive~~common ~~advantages~~stock ~~over~~has been, and is expected to continue to be, highly volatile. Factors, many of which are beyond our control, include, in addition to other risk factors described in this section, the announcements of technological innovations by us or other companies, ~~including:~~regulatory matters, new or existing products or procedures, concerns about our financial position, operating results, litigation, government regulation, developments or disputes relating to agreements, patents or proprietary rights, general economic, industry and market conditions may have a significant impact on the market price of our stock. In addition, the future sales of shares of common stock by our stockholders and the holders of our then outstanding warrants and options could have an adverse effect on the market price of our outstanding shares of common stock.

~~significantly~~The ~~greater~~trading ~~“brand”~~price of ~~name~~our ~~recognition;~~common stock has, from time to time, fluctuated widely and in the future may be subject to similar fluctuations. The trading price may be affected by a number of factors including the risk factors set forth herein, as well as our operating results, financial condition, general economic conditions, market demand for our common stock, and various other events or factors both in and out of our control. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. These fluctuations may have a negative effect on the market price of our common stock. To the extent our stock price fluctuates and/or remains low, it could cause our stockholders to lose some or all of their investment and impair our ability to raise capital through the offering of additional equity securities.

established relations with healthcare professionals, customers and third-party payors;

established distribution networks;

additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a competitive advantage;

greater experience in conducting research and development, manufacturing, clinical trials, obtaining regulatory approval for products, and marketing approved products; and

greater financial and human resources for product development, sales and marketing, and patent litigation.

AsFuture asales of ~~result~~our common stock could adversely affect its price and our future capital-raising activities could involve the issuance of equity securities, wewhich ~~may~~would ~~not~~dilute beyour ~~able~~investment toand ~~compete~~could ~~effectively~~result ~~against~~in ~~these~~a ~~companies~~decline orin ~~their~~the ~~products~~trading price, if any, of our common stock.

~~Developments~~We bymay ~~competitors~~sell ~~may~~securities in ~~render~~the public or private equity markets if and when conditions are favorable, even if we do not have an immediate need for additional capital at that time. Sales of substantial amounts of our ~~products~~common stock, or ~~technologies~~the ~~obsolete~~perception that such sales could occur, could adversely affect the prevailing market price of our common stock and our ability to raise capital. We may issue additional common stock in future financing transactions or ~~non~~as incentive compensation for our executive management and other key personnel, consultants and advisors. Issuing any equity securities would be dilutive to the equity interests represented by our then-~~competitive~~outstanding shares of common stock. The market price, if any, for our common stock could decrease as the market takes into account the dilutive effect of any of these issuances. Furthermore, we may enter into financing transactions at prices that represent a substantial discount to the market price of our common stock. A negative reaction by investors and securities analysts to any discounted sale of our equity securities could result in a decline in the trading price of our common stock.

~~The pharmaceutical and biotechnology industries are intensely competitive.~~ We ~~compete~~do ~~directly~~not ~~and~~intend to ~~indirectly~~pay ~~with~~dividends other pharmaceutical companies, biotechnology companies and academic and research organizations, most of which have greater resources than we have. We compete with companies that have products on the market or in development for the ~~same~~foreseeable ~~indications as our Potential Product Candidates~~future. ~~We may also complete with organizations that are developing similar technology platforms.~~

IfWe wecurrently intend to retain future earnings, if any, to support the development and expansion of our ~~licensors~~business and do not ~~obtain~~anticipate ~~protection~~paying ~~for~~cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our ~~respective~~Board ~~intellectual~~after ~~property~~taking ~~rights~~into account various factors, including but not limited to our ~~competitors~~financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be ~~able~~a party to ~~take~~at ~~advantage~~the time. Accordingly, investors must rely on sales of ~~our~~their ~~research~~common stock ~~and~~after ~~development~~price ~~efforts~~appreciation, which may never occur, as the only way to ~~develop~~realize ~~competing~~their ~~pharmaceutical~~investment. ~~products~~Investors seeking cash dividends should not purchase our securities.

Our success, competitive position and future revenues will depend in part on our ability and the abilities of our licensors to obtain and maintain patent protection for our products, methods, processes and other technologies, to preserve our trade secrets, to prevent third parties from infringing on our proprietary rights and to operate without infringing the proprietary rights of third parties. To date, we hold certain exclusive patent rights, including rights under U.S. patents and U.S. patent applications as well as rights under foreign patents and patent applications. We ~~anticipate~~may ~~filing~~conduct further ~~additional~~offerings ~~patent applications both~~ in the ~~U.S.~~future ~~and~~ in ~~other~~which ~~countries,~~case asour ~~appropriate. However,~~current ~~the~~stockholders’ ~~patent~~shareholdings ~~process is subject to numerous risks and uncertainties, and there can be no assurance that we~~ will be ~~successful in protecting our products by obtaining and defending patents~~diluted. ~~These risks and uncertainties include the following:~~

~~· Patents~~Since ~~that~~our inception, we have relied on equity sales of our common stock to fund our operations. We may beconduct ~~issued~~further equity offerings in the future to finance our current projects or ~~licensed~~to ~~may~~finance besubsequent ~~challenged,~~projects ~~invalidated~~that we decide to undertake. If common stock is issued in return for additional funds, orthe ~~circumvented~~price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, orour ~~otherwise~~current stockholders’ ~~may~~percentage ~~not~~interest ~~provide~~in ~~any~~us ~~competitive~~will ~~advantage~~be diluted. The result of this could reduce the value of their stock.

· Our ~~competitors,~~common ~~many~~stock is ofa ~~which~~“penny ~~have~~stock,” ~~substantially greater resources than us~~ and ~~many~~because of“penny ~~which~~stock” ~~have~~rules ~~made~~will ~~significant investments in competing technologies~~apply, ~~may~~our ~~seek,~~stockholders or may ~~already~~find ~~have~~it ~~obtained, patents that will limit, interfere with, or eliminate our ability~~ difficult to ~~make,~~sell ~~use,~~the ~~and~~shares ~~sell~~of our ~~potential~~common ~~products~~stock ~~either~~they incurrently ~~the United States or in international markets~~own.

~~· There~~Our ~~may~~common bestock ~~significant~~is a ~~pressure~~“penny onstock” as that term is defined under Rule 3a51-1 of the ~~United~~Exchange ~~States~~Act. ~~government~~Generally, a “penny stock” is a common stock that is not listed on a securities exchange and ~~other~~trades ~~international~~for ~~governmental~~less ~~bodies~~than $5.00 a share. Prices often are not available to ~~limit~~buyers and sellers and the ~~scope~~market may be very limited. Penny stocks in start-up companies are among the riskiest equity investments. Broker-dealers who sell penny stocks must provide purchasers of ~~patent~~these ~~protection~~stocks ~~both~~with ~~inside~~a standardized risk-disclosure document prepared by the SEC. The document provides information about penny stocks and ~~outside~~the nature and level of risks involved in investing in the penny ~~United~~stock ~~States~~market. ~~for~~A ~~disease~~broker ~~treatments~~must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that ~~prove~~the ~~successful~~penny asstock is a ~~matter~~suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of ~~public~~the ~~policy~~penny ~~regarding~~stock ~~worldwide~~rules, ~~health~~there ~~concerns~~is less trading activity in penny stocks and our stockholders are likely to have difficulty selling their shares.

· Countries other than the United States may have less restrictive patent laws than those upheld by United States courts, allowing foreign competitors the ability to exploit these laws to create, develop, and market competing products.

In addition, the United States Patent and Trademark Office, and patent offices in other jurisdictions have often required that patent applications concerning pharmaceutical and/or

~~biotechnology-related~~FINRA ~~inventions~~sales practice berequirements ~~limited~~may oralso ~~narrowed~~limit ~~substantially~~a tostockholder’s ~~cover~~ability ~~only~~to ~~the~~buy ~~specific~~and ~~innovations~~sell ~~exemplified in the patent application, thereby limiting the scope of protection against competitive challenges. Thus, even if we or~~ our ~~licensors~~common ~~are able to obtain patents, the patents may be substantially narrower than anticipated~~stock.

In addition to ~~patents~~the “penny stock” rules described above, weFINRA ~~also~~has ~~rely~~adopted onrules ~~trade~~that ~~secrets~~require ~~and~~that ~~proprietary~~in ~~know~~recommending an investment to a customer, a broker-~~how. Although~~dealer wemust ~~take~~have ~~measures~~reasonable togrounds ~~protect~~for ~~this~~believing ~~information~~that bythe ~~entering~~investment ~~into~~is ~~confidentiality~~suitable ~~and~~for ~~inventions~~that ~~agreements~~customer. ~~with~~Prior to ~~our~~recommending ~~employees,~~speculative ~~scientific~~low ~~advisors,~~priced ~~consultants,~~securities ~~and~~to ~~collaborators~~their non-institutional customers, webroker-dealers ~~cannot~~must ~~provide~~make ~~any~~reasonable ~~assurances~~efforts to ~~that~~obtain ~~these~~information ~~agreements~~about ~~will~~the ~~not~~customer’s befinancial ~~breached~~status, ~~that~~tax westatus, ~~will~~investment beobjectives ~~able~~and toother ~~protect~~information. ~~ourselves~~Under interpretations ~~from~~of ~~the~~these ~~harmful~~rules, ~~effects~~FINRA ofbelieves ~~disclosure~~that ifthere ~~they~~is ~~are~~a ~~breached,~~high orprobability that ~~our~~speculative ~~trade~~low ~~secrets~~priced securities will not be ~~otherwise~~suitable ~~become~~for ~~known~~at orleast besome ~~independently~~customers. ~~discovered~~The byFINRA ~~competitors. If~~requirements ~~any~~make ofit ~~these~~more ~~events~~difficult ~~occurs,~~for orbroker-dealers weto ~~otherwise~~recommend ~~lose~~that ~~protection~~their customers ~~for~~buy our ~~trade~~common ~~secrets~~stock, orwhich ~~proprietary~~may ~~know-how,~~limit ~~the~~our ~~value~~stockholders’ ofability ~~this~~to ~~information~~buy ~~may~~and besell ~~greatly~~our ~~reduced~~common stock and have an adverse effect on the market for our shares.

~~Patent~~Cost ~~protection~~of ~~and~~compliance with ~~other~~changing ~~intellectual~~regulation ~~property protection is crucial to the success~~ of ~~our~~corporate ~~business~~governance and ~~prospects,~~public ~~and~~disclosure ~~there~~has isand awill ~~substantial~~continue ~~risk~~to ~~that~~result ~~such~~in ~~protections~~additional ~~will prove inadequate~~expense.

IfKeeping weabreast ~~infringe~~of, and in compliance with, changing laws, regulations and standards relating to corporate governance and public disclosure, including the ~~rights~~Sarbanes-Oxley Act of ~~third~~2002, ~~parties~~new SEC regulations and, in the event we ~~could~~ever beapply ~~prevented~~and ~~from~~are ~~selling~~approved ~~products~~for listing on NASDAQ or another registered stock exchange, ~~forced~~NASDAQ and stock exchange rules, has required and will in the future require an increased amount of management attention and external resources. We intend to ~~pay~~continue ~~damages~~to invest all reasonably necessary resources to comply with evolving standards, which may result in increased general and ~~defend~~administrative ~~against~~expenses ~~litigation~~and a diversion of management time and attention from revenue-generating activities to compliance activities.

IfThe shares ~~our~~of ~~products,~~common ~~methods,~~stock ~~processes~~issued ~~and~~in ~~other technologies infringe~~ the ~~proprietary~~Reverse ~~rights~~Merger ofare ~~other~~“restricted ~~parties~~securities” and, weas ~~could~~such, ~~incur~~may ~~substantial~~not ~~costs~~be ~~and~~sold weexcept ~~may~~in ~~have~~limited ~~to:~~circumstances.

~~· obtain~~None ~~licenses~~of the shares of common stock issued in the Reverse Merger have been registered under the Securities Act or registered or qualified under any state securities laws. The shares of common stock issued in the Reverse Merger were sold and/or issued pursuant to exemptions contained in and under those laws. Accordingly, ~~which~~such ~~may~~shares ~~not~~of common stock are “restricted securities” as defined in Rule 144 under the Securities Act (“Rule 144”) and must, therefore, be ~~available~~held onindefinitely ~~commercially~~unless ~~reasonable~~registered under ~~terms~~applicable federal and state securities laws, ifor atan ~~all;~~exemption is available from the registration requirements of those laws. The certificates representing the shares of common stock issued in the Reverse Merger reflect their restricted status.

~~· abandon~~We have agreed to register certain of the shares of common stock issued in the Reverse Merger. There can be no assurance, however, that the SEC will declare the registration statement effective, thereby enabling the shares of common stock issued in the Reverse Merger to be freely tradable. In addition, Rule 144, which permits the resale, subject to various terms and conditions, of limited amounts of restricted securities after they have been held for a minimum holding period will not immediately apply to our common stock because we were at one time designated as a “shell company.” Pursuant to Rule 144(i), securities issued by a current or former “shell company” that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after the date on which the issuer filed current “Form 10 Information” (as defined in Rule 144(i)) with the SEC reflecting that it ceased being a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the issuer has satisfied certain reporting requirements under the Exchange Act. We believe this requirement to file “Form 10 Information” has been satisfied by the filing of a Current Report on Form 8-K with such information on January 5, 2012 (the “January 5, 2012, Form 8-K”). Because, as a former “shell company,” the reporting requirements of Rule 144(i) will apply regardless of holding period, the restrictive legends on certificates for the shares of common stock issued in the Reverse Merger cannot be removed except in connection with an ~~infringing~~actual ~~Potential~~sale ~~Product~~that ~~Candidate;~~is subject to an effective registration statement under, or an applicable exemption from the registration requirements of, the Securities Act.

· redesign our products or processes to avoid infringement;

· stop using the subject matter claimed in the patents held by others;

· pay damages; and/or

· defend litigation or administrative proceedings which may be costly whether we win or lose, and which could result in a substantial diversion of our financial and management resources.

Any of these events could substantially harm our earnings, financial condition and operations.

We expect to operate in a highly competitive market; we may face competition from large, well-established companies with significant resources; and we may not be able to compete effectively.

Our commercial success will depend on our ability to compete effectively in product development areas such as, but not limited to, safety, efficacy, ease of use, patient or customer compliance, price, and marketing and distribution. There can be no assurance that competitors will not succeed in developing products that are more effective than any products derived from our development efforts or that would render such products obsolete and non-competitive.

The biotechnology industry is characterized by intense competition, rapid product development and technological change. Most of the competition that we encounter will come from companies, research institutions and universities who are researching and developing technologies and potential products similar to or competitive with our own.

These companies enjoy numerous competitive advantages over us, including:

significantly greater “brand” name recognition;

established relations with healthcare professionals, customers and third-party payors;

established distribution networks;

additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a competitive advantage;

greater experience in conducting research and development, manufacturing, clinical trials, obtaining regulatory approval for products, and marketing approved products; and

greater financial and human resources for product development, sales and marketing, and patent litigation.

AsBecause the merger was a ~~result~~“reverse merger,” the registration statement we file with respect to the shares of common stock received by investors in the Reverse Merger might be subject to heightened scrutiny by the SEC, and we may not be able to ~~compete~~attract ~~effectively~~the ~~against~~attention of ~~these~~major ~~companies~~brokerage ~~or their products~~firms.

~~RISKS~~Additional ~~RELATED~~risks TOmay exist ~~THE~~as ~~OFFERING~~a ~~AND~~result ~~OWNERSHIP~~of OFour ~~OUR~~becoming ~~SECURITIES~~a public reporting company through a “reverse merger.” Certain SEC rules are more restrictive when applied to reverse merger companies, such as the ability of stockholders to re-sell their shares of common stock pursuant to Rule 144, and the SEC may subject the registration statement we file with respect to the shares of common stock received by investors in the Reverse Merger to heightened scrutiny. In addition, securities analysts of major brokerage firms may not provide coverage of our capital stock or business. Because we became a public reporting operating company through a reverse merger, there is no incentive to brokerage firms to recommend the purchase of our common stock. We cannot assure you that brokerage firms will want to provide analyst coverage of our capital stock or business in the future.

~~There~~The ~~currently~~resale isof shares covered by a ~~limited~~registration statement could adversely affect the market ~~for~~price of our common stock onin the ~~OTCBB.~~public market, should one develop, which result would in turn negatively affect our ability to raise additional equity capital.

~~Our~~We have agreed, at our expense, to prepare and file a registration statement with the SEC registering the resale of up to 7,882,500 shares of our common stock, isof ~~quoted~~which on3,612,500 are currently issued and outstanding and up to 4,270,000 shares are issuable upon the ~~OTCBB.~~exercise of ~~Trading~~outstanding warrants, issued in connection with previous financings. Once effective, the registration statement will permit the resale of these shares at any time. The resale of a substantial number of shares of our common stock ~~has~~in ~~been~~the ~~very~~public ~~limited, which~~ market could adversely affect the market price offor our common stock. Weand ~~have~~make noit ~~plans~~more difficult for our stockholders to sell shares of our common stock at times and prices that they feel are appropriate. Furthermore, ~~proposals~~we expect that, ~~arrangements~~because orthere ~~understandings~~will ~~with~~be ~~any~~a ~~person~~large number ~~with~~of ~~regard~~shares registered pursuant to a registration statement, selling stockholders will continue to offer shares covered by such registration statement for a significant period of time, the ~~development~~precise duration of anwhich ~~active~~cannot ~~trading~~be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to a registration statement may continue for an extended period of time and continued negative pressure on the market price of our common stock, ~~and~~could nohave ~~assurance~~a ~~can~~material beadverse ~~given~~effect ~~that~~on our anability ~~active~~to ~~trading~~raise ~~market~~additional ~~will~~equity ~~develop~~capital.

~~The~~A ~~value~~new ~~and~~business opportunity ~~transferability of your shares~~ may beraise ~~adversely~~potential ~~impacted~~conflicts byof ~~the~~interests ~~limited~~between ~~trading~~certain ~~market~~of ~~for~~ our ~~common~~officers ~~stock on the OTCBB market. Because buying~~ and ~~selling~~directors ~~stock on the OTCBB is not as efficient as buying~~ and ~~selling stock through an exchange, it may be difficult for you to sell your shares or you may not be able to sell your shares for an optimum trading price~~us.

~~The~~Certain ~~OTCBB~~of isour adirectors are ~~regulated~~or ~~quotation~~may ~~service~~become ~~that~~directors ~~displays~~and ~~real-time~~employees ~~quotes,~~of ~~last~~other ~~sale~~companies ~~prices~~ and, ~~volume~~to ~~limitations~~the inextent ~~over-the-counter~~that ~~securities. Because~~such ~~trades~~other ~~and~~companies ~~quotations~~may onparticipate ~~the~~in ~~OTCBB~~ventures in ~~involve~~which awe ~~manual~~may ~~process~~participate, ~~the~~our ~~market~~directors ~~information~~may ~~for~~have ~~such~~a ~~securities~~conflict ~~cannot~~of beinterest ~~guaranteed.~~in Innegotiating ~~addition,~~and ~~quote~~concluding ~~information,~~terms orregarding ~~even~~the ~~firm~~extent of ~~quotes,~~such ~~may~~participation ~~not~~by beus ~~available.~~and ~~The~~such ~~manual~~other ~~execution~~companies. ~~process~~In ~~may~~addition, ~~delay~~directors ~~order~~may ~~processing~~present ~~and~~potential ~~intervening~~prospects ~~price~~to ~~fluctuations~~such ~~may~~other ~~result~~companies rather inthan presenting the ~~failure~~opportunities ~~of a limit order~~ to ~~execute~~us or ~~the~~be ~~execution~~affiliated ofwith acompanies ~~market~~developing ~~order~~technologies atwhich amay ~~significantly~~compete ~~different~~with our ~~price~~technologies. ~~Execution~~We ofhave ~~trades,~~not ~~execution~~established ~~reporting~~any ~~and~~mechanisms regarding the ~~delivery~~resolution of ~~legal~~any ~~trade~~such ~~confirmations~~conflict ~~may~~if beit ~~delayed~~were ~~significantly.~~to ~~Consequently~~arise; accordingly, there ~~one~~is ~~may~~no ~~not~~assurance bethat ~~able~~any tosuch ~~sell~~conflict ~~shares~~will ofbe ~~our~~resolved ~~common~~in ~~stock~~a atmanner ~~the~~that ~~optimum~~would ~~trading~~not ~~prices~~be adverse to our interest.

When fewer shares of a security are being traded on the OTCBB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Lower trading volumes in a security may result in a lower likelihood of an individual’s orders being executed, and current prices may differ significantly from the price one was quoted by the OTCBB at the time of the order entry.

Orders for OTCBB securities may not be canceled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTCBB. Due to the manual order processing involved in handling OTCBB trades, order processing and reporting may be delayed, and an individual may not be able to cancel or edit his order. Consequently, you may not be able to sell shares of our common stock at the optimum trading prices.

The dealer’s spread (the difference between the bid and ask prices) may be large and may result in substantial losses to the seller of our common stock on the OTCBB if the common stock must be sold immediately. Further, purchasers of securities on the OTCBB may not have a bid price for securities

~~bought~~We ~~and~~have ~~sold~~the ability ~~through~~to ~~the~~issue ~~OTCBB.~~additional ~~Due~~shares toof ~~the~~our ~~foregoing,~~common ~~demand~~stock without asking for ~~securities~~stockholder ~~that~~approval, ~~are~~which ~~traded~~could ~~through~~cause ~~the~~our ~~OTCBB~~stockholders’ investment ~~may~~to be ~~decreased or eliminated~~diluted.

Our ~~stock~~Articles ~~price~~of ~~historically~~Incorporation authorize ~~has~~our ~~been~~Board ~~volatile~~to issue up to 2,000,000,000 shares of common stock and ~~may~~up ~~continue~~to 1,000,000 shares of preferred stock. The power of the Board to issue shares of common stock or warrants or options to purchase shares of common stock is generally not subject to stockholder approval. Accordingly, any time the Board determines that it is in the best interests of the corporation to issue shares of its common stock, your investment will be ~~volatile~~diluted.

The market price of our common stock has been and is expected to continue to be highly volatile. Factors, many of which are beyond our control, include, in addition to other risk factors described in this section, the announcements of technological innovations by us or other companies, regulatory matters, new or existing products or procedures, concerns about our financial position, operating results, litigation, government regulation, developments or disputes relating to agreements, patents or proprietary rights, and general economic, industry and market conditions may have a significant impact on the market price of our stock. In addition, the future sales of shares of common stock by our stockholders and the holders of our then outstanding warrants and options could have an adverse effect on the market price of our outstanding shares of common stock.

The trading price of our common stock has, from time to time, fluctuated widely and in the future may be subject to similar fluctuations. The trading price may be affected by a number of factors including the risk factors set forth herein, as well as our operating results, financial condition, general economic conditions, market demand for our common stock, and various other events or factors both in and out of our control. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. These fluctuations may have a negative effect on the market price of our common stock. To the extent our stock price fluctuates and/or remains low, it could cause you to lose some or all of your investment and impair our ability to raise capital through the offering of additional equity securities.

Our common stock is a "penny stock" and because "penny stock” rules will apply, you may find it difficult to sell the shares of our common stock you acquire in this offering.

Our common stock is a “penny stock” as that term is defined under Rule 3a51-1 of the Securities Exchange Act of 1934. Generally, a "penny stock" is a common stock that is not listed on a securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny stocks in start-up companies are among the riskiest equity investments. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the U.S. Securities & Exchange Commission. The document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser's written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there is less trading activity in penny stock and you are likely to have difficulty selling your shares of our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock.

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

Your ownership interest will be diluted by exercises of currently outstanding options and warrants.

As of the date of this Prospectus, we have 5,000,000 shares of common stock reserved for issuance upon the exercise of outstanding stock options, none of which are vested, and an aggregate of 17,250,000 shares of common stock reserved for issuance under our 2001 Stock Option Plan and 2005 Stock Option Plan. We may grant additional options to our employees, directors and consultants and may issue warrants to investors or collaborators in the future. Any options or warrants that we will issue on or following the closing of this offering will dilute your stock ownership.

We have the ability to issue additional shares of our common stock without asking for shareholder approval, which could cause your investment to be diluted.

Our articles of incorporation authorize the Board of Directors to issue up to 2,000,000,000 shares of common stock and up to 1,000,000 shares of preferred stock. The power of the Board of Directors to issue shares of common stock or warrants or options to purchase shares of common stock is generally not subject to shareholder approval. Accordingly, any time the Board of Directors determines that it is in the best interests of the corporation to issue shares of its common stock, your investment will be diluted.

We may issue preferred stock which may have greater rights than our common stock.

WeOur ~~are~~Articles ~~permitted by our articles~~ of ~~incorporation~~Incorporation allows us to issue up to 1,000,000 shares of preferred stock. Currently no preferred shares are issued and outstanding.; ~~However~~however, we ~~our Board of Directors~~ can issue shares of our preferred stock in one or more series and can set the terms of the preferred stock without seeking any further approval from our common stockholders. Any preferred stock that we issue may rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our common stock. In addition, such preferred stock may contain provisions allowing ~~the~~them ~~preferred shares~~ to be converted into shares of common stock, which could dilute the value of common stock to current stockholders and could adversely affect the market price, if any, of our common stock.

WeInvestor ~~have a large number of restricted shares outstanding~~relations activities, anominal ~~portion~~“float” ofand ~~which~~supply ~~may~~and bedemand ~~sold~~factors ~~under Rule 144 which~~ may ~~reduce~~affect the ~~market~~ price of our ~~shares~~stock.

AsWe expect to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness of ~~March~~the 26Company. These campaigns may include personal, ~~2010~~video weand ~~have~~telephone ~~201~~conferences with investors and prospective investors in which our business practices are described. We may provide compensation to investor relations firms and pay for newsletters,~~487~~ websites,~~995~~ ~~shares~~mailings and email campaigns that are produced by third-parties based upon publicly-available information concerning the Company. We will not be responsible for the content of ~~our~~analyst ~~common~~reports ~~stock~~and ~~issued~~other writings and ~~outstanding~~communications by investor relations firms not authored by us or from publicly available information. OfWe ~~these~~do ~~shares~~not intend to review or approve the content of such analysts’ reports or other materials based upon analysts’ own research or methods. Investor relations firms should generally disclose when they are compensated for their efforts, ~~145~~but whether such disclosure is made or complete is not under our control. In addition,~~921~~ investors in the Company may be willing,~~942~~ ~~are~~from ~~"restricted"~~time ~~securities~~to time, ~~within~~to ~~the~~encourage ~~meaning~~investor ofawareness ~~Rule~~through ~~144~~similar ~~under~~activities. Investor awareness activities may also be suspended or discontinued which may impact the trading market our common stock.

The SEC and FINRA enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the hallmarks of “pump and dump” activities may exist, such as rapid share price increases or decreases. We and our stockholders may be subjected to enhanced regulatory scrutiny and the limited trading markets in which our shares may be offered or sold which have often been associated with improper activities concerning penny-stocks, such as the OTC Bulletin Board, the OTCQB or Pink Sheets. Until such time as the common stock issued in the Reverse Merger is registered and until such time as our restricted shares are registered or available for resale under Rule 144, there will continue to be a small percentage of shares held by a small number of investors, many of whom acquired such shares in privately negotiated purchase and sale transactions, that may constitute a significant portion of the available trading market. The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting the price of securities. Often times, manipulation is associated by regulators with forces that upset the supply and demand factors that would normally determine trading prices. Since a small percentage of our outstanding common stock will initially be available for trading and will be held by a small number of individuals or entities, the supply of our common stock for sale will be extremely limited for an indeterminate amount of time, which could result in higher bids, asks or sales prices than would otherwise exist. Securities regulators have often cited thinly-traded markets, small numbers of holders, and awareness campaigns as components of their claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that the Company’s or third-parties’ activities, or the small number of potential sellers or small percentage of stock in the “float,” or determinations by purchasers or holders as to when or under what circumstances or at what prices they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of the stock.

Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

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

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the SEC 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. We will have little likelihood of long-term success unless we are able to continue to raise capital from the sale of our securities until, if ever, we generate positive cash flow from operations.

~~Securities Act, and may not be sold in the absence~~ Use of registration under the Securities Act, unless an exemption from registration is available, including the exemption provided by Rule 144. Of these shares, approximately 85,733,671 shares are held by persons who may be deemed affiliates of our Company. Proceeds

InThe ~~general,~~Selling ~~subject~~Stockholders tonamed ~~the~~in ~~satisfaction~~this prospectus ofare ~~certain~~offering ~~conditions,~~for ~~Rule~~resale ~~144~~up ~~permits~~to a7,882,500 ~~person~~shares ~~who~~of ~~presently~~our iscommon ~~not~~stock ~~and~~to ~~who~~the ~~has~~public ~~not~~by ~~been~~means ~~an affiliate~~ of ~~ours~~this ~~for~~prospectus, atincluding the ~~least~~4,270,000 ~~three~~shares ~~months~~of ~~immediately~~our ~~preceding~~common ~~the~~stock ~~sale~~eligible ~~and~~for ~~who~~issuance ~~has~~upon ~~beneficially~~exercise ~~owned~~of the ~~shares~~Warrants. ofWe ~~common~~will ~~stock~~not ~~for~~receive atany ~~least~~proceeds from ~~six~~the ~~months~~sale toof ~~sell such~~ shares ~~without~~of ~~regard~~common tostock ~~any~~sold ofby the ~~volume~~Selling ~~limitations~~Stockholders ~~described~~pursuant ~~above~~to this offering. ~~After~~We ~~one~~will, ~~year~~however, ~~non-affiliates~~receive proceeds ~~may~~up ~~sell~~to ~~without~~$706,650, ~~any~~if ~~restrictions~~the ~~under~~Warrants ~~Rule~~are ~~144~~exercised.

~~Under~~As ~~Rule~~of ~~144, subject to~~ the ~~satisfaction~~date of ~~certain~~this ~~other conditions~~prospectus, ano ~~person~~Warrants have ~~deemed~~been toexercised beand ~~one~~we ofhave ~~our~~issued ~~affiliates,~~no ~~who has beneficially owned restricted~~ shares of our common stock for atthe ~~least~~Warrants; ~~six~~accordingly, ~~months~~all ~~is permitted to sell in a brokerage transaction~~4,270,000 ~~within~~Warrants ~~any~~remain unexercised ~~three-month~~and ~~period,~~we ahave ~~number~~not ofyet ~~shares~~received ~~that~~proceeds ~~does~~from ~~not exceed~~ the ~~greater~~exercise of 1%Warrants. ofThe ~~the~~proceeds ~~total~~we ~~number~~receive offrom ~~outstanding shares of~~ the ~~same~~exercise ~~class~~of Warrants, ~~or,~~ if ~~our common stock is quoted on a stock exchange~~any, ~~the~~will ~~average~~be ~~weekly~~used ~~trading~~for ~~volume~~general ~~during~~corporate ~~the~~purposes ~~four~~including ~~calendar~~funding ~~weeks~~additional ~~preceding~~research ~~the~~and ~~sale,~~for ifgeneral ~~greater~~working capital purposes. ~~The~~We ~~possibility~~may ~~that~~also ~~substantial~~use ~~amounts~~a portion of ~~our~~the ~~common~~net ~~stock~~proceeds ~~may~~to beacquire ~~sold~~or ~~under~~invest ~~Rule~~in ~~144~~businesses ~~into~~and ~~the~~products ~~public~~that ~~market~~are ~~may~~complementary to ~~adversely~~our ~~affect~~own, ~~prevailing~~although ~~market~~we ~~prices~~have ~~for~~no ~~the~~current ~~common~~plans, ~~stock~~commitments ~~and~~or ~~could~~agreements ~~impair~~with ~~our~~respect ~~ability~~ to ~~raise~~any ~~capital~~acquisitions inas ~~the~~of ~~future through~~ the ~~sale~~date of ~~equity securities~~this prospectus.

~~Cost~~ Determination of ~~compliance~~Offering ~~with changing regulation of corporate governance and public disclosure has and will continue to result in additional expense.~~Price

~~Keeping~~The ~~abreast~~Selling ~~of,~~Stockholders ~~and~~will indetermine at ~~compliance~~what ~~with,~~price ~~changing~~they ~~laws,~~may ~~regulations~~sell ~~and standards relating to corporate governance and public disclosure, including~~ the ~~Sarbanes-Oxley~~offered ~~Act of 2002~~shares, ~~new SEC regulations~~ and, insuch ~~the~~sales ~~event~~may webe ~~are~~made ~~ever~~at ~~approved~~prevailing ~~for~~market ~~listing~~prices, ~~on NASDAQ~~ or ~~another~~at ~~registered~~privately ~~stock exchange, NASDAQ and stock exchange rules, has required and will in the future require an increased amount of management attention and external resources~~negotiated prices. WePlease ~~intend~~refer to ~~continue~~“Plan ~~to invest all reasonably necessary resources to comply with evolving standards, which may result in increased general and administrative expenses and a diversion~~ of ~~management time and attention from revenue-generating activities to compliance activities~~Distribution.”

WeMarket Price doof ~~not~~and ~~intend~~Dividends toon ~~pay~~Our ~~dividends~~Common ~~for the foreseeable future.~~Stock

~~We currently intend to retain future earnings, if any, to support the development~~ and Related ~~expansion~~Stockholder of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase the Securities offered by us pursuant to this Prospectus.Matters

Our common stock is quoted on the OTCQB under the symbol “CEVE.” The OTCQB is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The OTCQB is a quotation medium for subscribing members, not an issuer listing service, and should not be confused with The NASDAQ Stock Market^SM or any other national exchange.

As of August 31, 2012, there were 85,501,557 shares of our common stock outstanding and held by approximately 544 stockholders of record. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions. As of August 31, 2012, we had 360,000 shares of common stock reserved for issuance upon exercise of outstanding stock options and 135,000 shares reserved for restricted stock grants which have not yet vested. We have no shares of preferred stock issued and outstanding.

~~NOTE~~Currently, ~~REGARDING~~there ~~FORWARD-LOOKING~~is only ~~STATEMENTS~~a very limited public market for our stock on the OTCQB. You should also note that the OTCQB is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTCQB or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we do establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock. Accordingly, investors may find that the price for our securities may be highly volatile and may bear no relationship to our actual financial condition, results of operation or value of our assets.

~~This~~The ~~Prospectus~~following ~~contains~~table sets ~~forward-looking~~forth ~~statements~~the ~~which~~range ~~involve~~of ~~assumptions~~high and ~~describe~~low ~~our~~closing ~~future~~bid ~~plans,~~quotations ~~strategies,~~for ~~and~~our ~~expectations,~~common ~~are~~stock ~~generally~~during ~~identifiable~~our bymost ~~use~~recent oftwo ~~the~~fiscal ~~words~~years “on ~~may~~the OTC ,”Bulletin “Board ~~will ,” “ should ,” “ expect ,” “ anticipate ,” “ estimate ,” “ believe ,” “ intend ,”~~ and/or ~~“ project ” or~~ the ~~negative~~OTCQB. ofThe ~~these~~quotations ~~words~~represent orinter-dealer ~~other~~prices ~~variations~~without onretail ~~these~~markup, ~~words~~markdown or ~~comparable terminology. These statements are expressed in good faith~~ commission, and ~~based~~may ~~upon~~not anecessarily ~~reasonable~~represent ~~basis~~actual ~~when made, but there can be no assurance that these expectations will be achieved or accomplished~~transactions.

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

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

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

~~Although~~(1) ~~forward-looking~~The ~~statements~~share inprice ~~this report reflect the good faith judgment~~ of ~~our~~$0.01 includes ~~management,~~share ~~forward-looking~~prices ~~statements~~less ~~are~~than ~~inherently subject to known~~ and ~~unknown~~including ~~risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements~~$0. ~~Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report~~01. WeThe ~~assume~~closing noprice ~~obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date~~ of ~~this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in~~ our ~~reports~~stock ~~filed~~on ~~with~~September ~~the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business~~21, ~~financial condition~~2012, ~~results~~as ofquoted ~~operation and cash flows. If one or more of these risks or uncertainties materialize, or if~~ on the ~~underlying~~OTCQB ~~assumptions~~was ~~prove incorrect, our actual results may vary materially from those expected or projected~~$0. ~~We will have little likelihood of long-term success unless we are able to continue to raise capital from the sale of our securities until, if ever, we generate positive cash flow from operations~~05.

USE OF PROCEEDS

The Units are being offered directly by us on a no minimum basis directly through our Chief Executive Officer. The offering will be conducted by us for a period of up to 90 days following the date of this Prospectus or the date on which we have sold all of the offered shares. We may extend the offering period for an additional 90 days in our sole discretion and without notice. Please note that:

· we have no requirement to sell any specific number of shares;

· we will not deposit the proceeds from this offering in an escrow, trust or similar account.

Accordingly, the proceeds from this offering will be immediately available to us for our use.

Because we cannot with any certainty determine the number of Units which we will actually sell, the following table sets forth our intended use of proceeds depending on the number of Units sold as specified. The actual number of Units sold may be greater or less than the amounts provided for in the tables.

USE OF PROCEEDS	200,000,000 Units Sold	150,000,000 Units Sold	100,000,000 Units Sold
Offering Expenses (1)	$50,000	$50,000	$50,000
Working Capital	1,950,000	1,450,000	950,000
TOTAL	$2,000,000	$1,500,000	$1,000,000

(1) Includes, estimated accounting and legal fees.

The net proceeds are not allocated for a specific purpose. Following the payment of the offering expenses the net proceeds will be used for working capital, general corporate purposes, and will be applied towards working capital in an effort to minimize our operating losses.

While we currently intend to use the proceeds of this offering substantially in the manner discussed above, we reserve the right to reassign the use if, in the judgment of our board of directors, changes are necessary or advisable. At present, no material changes are contemplated. Should there be any material changes in the above projected use of proceeds in connection with this offering, we will issue an amended Prospectus reflecting the same.

The amounts and timing of our actual expenditures will depend on numerous factors, including marketing and sales activities, and the growth of our customer base. We may find it necessary to use portions of the net proceeds for other purposes.

Pending these uses, we intend to invest our net proceeds in short-term, investment grade securities, at prevailing market rates of interest. No portion of the proceeds of the offering will be paid to officers, directors and/or any of their respective affiliates as compensation for the offer and sale of the Units.

DETERMINATION OF OFFERING PRICE

The offering price of $0.01 per share has been arbitrarily determined by us, and bears no significant relationship to our assets, earnings, book value or any other objective standard of value. Among the factors considered by us in determining the initial offering price were:

· our capital requirements;

· our current capital resources;

· our experience in our industry;

· the experience of our management;

· our technologies and the state of their current development;

· the current market price of our common stock;

· the volatility and lack of liquidity with respect to the public market for our common stock;

· the percentage of our issued and outstanding shares to be represented by the Units Shares and the Warrant Shares; and

· the general equity market conditions.

Accordingly, the offering price should not be viewed by you as an indication of the resale or market value of the Units Shares and the Warrant Shares you purchase. Please refer to “PLAN OF DISTRIBUTION.”

DILUTION

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities, all intangible assets, and the par value of preferred stock from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the Units being offered. Dilution of the value of the Units Shares and the Warrant Shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

As of December 31, 2009, the net tangible book value of our shares of common stock was ($985,766) or approximately ($0.005) per share based upon 201,487,995 basic and diluted shares outstanding.

Because we cannot with any certainty determine the number of Units which we will actually sell, the following describes the potential dilution to you if we sell all of the Units, 150,000,000 or 100,000,000 Units. The actual number of Units sold may be greater or less than the amounts described.

If All 200,000,000 Units Are Sold:

If all 200,000,000 Units of are sold, and without giving effect to the exercise, if any, of the Series B Warrants, the net tangible book value of the resulting 401,487,995 shares outstanding will be $1,014,234 or approximately $0.003 per share. The net tangible book value of the shares held by our existing stockholders will increase by $0.007 per share without any additional investment on their part. You will incur an immediate dilution of $0.007 per share to $0.003 per share. If all 200,000,000 Units are sold, the investing shareholders will own approximately 50% of the total number of shares then outstanding for which they will have paid an aggregate of $2,000,000. Our existing stockholders will own approximately 50% of the total number of shares then outstanding.

If Only 150,000,000 Units Are Sold:

If only 150,000,000 Units of common stock are sold, and without giving effect to the exercise, if any, of the Series B Warrants, the net tangible book value of the resulting 351,487,995 shares outstanding will be $514,234 or approximately $0.001 per share. The net tangible book value of the shares held by our existing stockholders will increase by $0.006 per share without any additional investment on their part. You will incur an immediate dilution of $0.009 per share to $0.001 per share. If only 150,000,000 Units are sold, the investing shareholders will own approximately 43% of the total number of shares then outstanding for which they will have paid an aggregate of $1,500,000. Our existing stockholders will own

approximately 57% of the total number of shares then outstanding.

If Only 100,000,000 Units Are Sold:

If only 100,000,000 Units of common stock are sold, and without giving effect to the exercise, if any, of the Series B Warrants, the net tangible book value of the resulting 301,487,995 shares outstanding will be $14,234 or approximately $0.00005 per share. The net tangible book value of the shares held by our existing stockholders will increase by $0.005 per share without any additional investment on their part. You will incur an immediate dilution of $0.01 per share to $0.00005 per share. If only 100,000,000 Units are sold, the investing shareholders will own approximately 33% of the total number of shares then outstanding for which they will have paid an aggregate of $1,000,000. Our existing stockholders will own approximately 67% of the total number of shares then outstanding.

MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our common stock is traded on the Over the Counter Bulletin Board (the “OTCBB”) under the symbol “PYTO.”

The following table sets forth the high and low closing sale prices for our common stock for each quarter during the past two fiscal years as reported by the OTCBB:

	High	Low
Fiscal Year Ended December 31, 2009
First Quarter 2009 (January 1 – March 31, 2009)	$0.14	$0.03
Second Quarter 2009 (April 1 – June 30, 2009)	$0.09	$0.04
Third Quarter 2009 (July 1 – September 30, 2009)	$0.08	$0.05
Fourth Quarter 2009 (October 1 – December 31, 2009)	$0.08	$0.02
Fiscal Year Ended December 31, 2008
First Quarter 2008 (January 1 – March 31, 2008)	$0.40	$0.22
Second Quarter 2008 (April 1 – June 30, 2008)	$0.32	$0.12
Third Quarter 2008 (July 1 – September 30, 2008)	$0.14	$0.05
Fourth Quarter 2008 (October 1 – December 31, 2008)	$0.10	$0.03

On March 26, 2010, the closing price of our common stock on the OTCBB was $0.03 per share. As of March 26, 2010, there were approximately 301 stockholders of record of our common stock.

Dividend Policy

We have not paid any dividends on our common stock and ~~there~~our ~~can~~Board bepresently nointends ~~assurance~~to ~~that~~continue wea ~~will~~policy ~~pay~~of ~~any~~retaining ~~dividends~~earnings, inif ~~the~~any, ~~foreseeable~~for ~~future. We intend to~~ use ~~any~~in ~~earnings,~~our operations. ~~which~~The ~~may~~declaration beand ~~generated,~~payment toof ~~finance~~dividends in the ~~growth~~future, of ~~our~~which ~~businesses.~~there ~~Our~~can ~~Board~~be ofno ~~Directors~~assurance, ~~has~~will ~~the~~be ~~right~~determined toby the ~~authorize~~Board ~~the~~in ~~issuance~~light of ~~preferred~~conditions ~~stock~~then existing, ~~without~~including ~~further~~earnings, ~~stockholder~~financial ~~approval~~condition, ~~the~~capital ~~holders~~requirements ofand ~~which~~other ~~may~~factors. The ~~have~~Nevada ~~preferences~~Revised ~~over~~Statutes ~~the~~prohibit ~~holders~~us offrom ~~the~~declaring ~~common~~dividends ~~stock~~where, asif after giving effect to ~~payment~~the distribution of ~~dividends.~~the dividend:

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

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

Except as set forth above, there are no restrictions that currently materially limit our ability to pay dividends or which we reasonably believe are likely to limit materially the future payment of dividends on common stock.

Our Board has the right to authorize the issuance of preferred stock, without further stockholder approval, the holders of which may have preferences over the holders of our common stock as to payment of dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

~~The~~On ~~following~~December ~~table~~29, ~~sets~~2011, we ~~forth~~cancelled ~~certain~~our ~~information~~2001 ~~regarding~~Stock ~~the~~Option ~~common~~Plan ~~stock~~and ~~that~~its ~~may~~2005 beStock ~~issued~~Option ~~upon~~Plan and approved the ~~exercise~~2011 ofLong ~~options,~~Term ~~warrants~~Stock ~~and~~Incentive ~~other~~Plan ~~rights~~(the “2011 ~~that~~Plan”), ~~have~~pursuant ~~been~~to orwhich ~~may~~the beBoard ~~granted~~is authorized to ~~employees~~grant up to 10,000,000 ~~directors~~shares orof ~~consultants~~our ~~under~~common ~~all~~stock, which ofhave ~~the~~been ~~Company’s~~reserved ~~existing~~for ~~equity~~issuance. ~~compensation~~The ~~plans,~~2011 asPlan ofhas ~~December~~not ~~31,~~yet ~~2009~~been approved by our stockholders.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders (1)	2,000,000	$0.52	20,250,000
Equity compensation plans not approved by security holders	-	-	-
Total	2,000,000	$ 0.52	20,250,000

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

(1) Consists of grants under the Company’s 2005 Stock Plan.

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

⁽¹⁾ Represents 360,000 Exchange Options, as defined below, and 270,000 shares of common stock reserved for issuance pursuant to certain restricted stock awards that have been granted but not yet vested to our directors and officers which we assumed pursuant to the Merger Agreement.

Transfer Agent

The transfer agent of our common stock is Holladay Stock Transfer~~, Inc~~., Their business address is 2939 ~~North~~N 67th ~~Place~~Pl, Scottsdale, Arizona 85251 and their telephone number is (480) 481-3940.

Penny Stock

The ~~Securities~~SEC ~~and Exchange Commission~~ has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. ~~Our stock is currently a “penny stock.”~~ Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the ~~Nasdaq~~NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. Our stock is currently a “penny stock.” The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the ~~Commission~~SEC, which: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of ~~Securities’~~ securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form as the SEC shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

2623

~~dealer~~These market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure ~~document~~requirements may orhave in the ~~conduct~~effect of ~~trading~~reducing ~~in penny stocks; and (f) contains such other information and is in such form as~~ the ~~Commission~~trading ~~shall~~activity ~~require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction~~ in ~~a penny stock, (a) bid and offer quotations for~~ the ~~penny~~secondary stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for ~~such~~our stock; ~~and~~as ~~(d)~~it ~~monthly~~is ~~account~~subject ~~statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior~~ to athese ~~transaction in a~~ penny stock ~~not otherwise exempt from those~~ rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules.

Rule 144

~~There~~As of August 31, 2012, there were ~~201~~85,~~487~~501,~~995~~557 shares of our common stock issued and outstanding, atof ~~March~~which 2683, ~~2010~~120,131 ~~145,921,942 shares~~ are deemed " “restricted securities,"” within the meaning of Rule 144; of these restricted shares, 8530,~~730~~952,~~171~~500 are owned by ~~1420525 Alberta Ltd.~~Meetesh Patel, aour ~~private~~President ~~corporation,~~and ofChief ~~which~~Executive ~~Harmel~~Officer S.and ~~Rayat,~~a ~~our~~director ~~former~~and ~~chief financial officer~~31,685,985 ~~director~~shares ~~and~~are ~~controlling~~owned ~~shareholder~~by isJoseph ~~the~~Sierchio, ~~sole~~one ~~shareholder~~of our directors. Absent registration under the Securities Act, the sale of such shares is subject to Rule 144, as promulgated under the Securities Act. If all of the Units offered hereby are sold, and without giving effect to the exercise, if any of the Series B Warrants, 1420525 Alberta Ltd., would own approximately 21% of our then issued and outstanding shares.

In general, under Rule 144, subject to the satisfaction of certain other conditions, a person deemed to be one of our affiliates, who has beneficially owned restricted shares of our common stock for at least one year is permitted to sell in a brokerage transaction, within any three-month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding shares of the same class, or, if our common stock is quoted on a stock exchange, the average weekly trading volume during the four calendar weeks preceding the sale~~, if greater~~. ~~This provision currently applies to the shares owned by 1420525 Alberta Ltd.~~

Rule 144 also permits a person who presently is not and who has not been an affiliate of ours for at least three months immediately preceding the sale and who has beneficially owned the shares of common stock for at least six months to sell such shares without restriction other than the requirement that there be current public information as set forth in Rule 144. To the extent that Rule 144 is otherwise available, this provision is currently applicable to all of the restricted shares. If a non-affiliate has held the shares for more than one year, such person may make unlimited sales pursuant to Rule 144 without restriction.

~~The~~In ~~possibility~~order ~~that~~for ~~substantial~~stockholders of ~~amounts~~a former “shell company” to use Rule 144, the company must have ceased to be a “shell company,” be subject to the reporting requirements of ~~our~~Section ~~common~~13 ~~stock~~or 15(d) of the Exchange Act; filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months and have filed current “Form 10 Information” with the SEC reflecting its status as an entity that is no longer a “shell company,” then those securities may be sold ~~under~~subject to the requirements of Rule 144 after one year has elapsed from the date that the issuer filed “Form 10 Information” with the SEC. Prior to our entrance into the ~~public~~Merger ~~market~~Agreement ~~may~~we ~~adversely~~had ~~affect~~been ~~prevailing~~deemed ~~market~~a ~~prices~~“shell company.” ~~for~~Subject to the ~~common~~satisfaction ~~stock~~of ~~and~~certain ~~could~~other ~~impair~~conditions, our ~~ability~~stockholders will not be eligible to ~~raise~~rely ~~capital~~on inRule 144 ~~the~~for ~~future~~at ~~through~~least one year from the ~~sale~~filing of ~~equity~~the ~~securities.~~January ~~Please~~5, ~~refer~~2012, toForm ~~“RISK FACTORS~~8-K.”

27The possibility that substantial amounts of our common stock may be sold under Rule 144 into the public market may adversely affect prevailing market prices for the common stock and could impair our ability to raise capital in the future through the sale of equity securities. Please refer to “Risk Factors.”

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~24

~~FINANCIAL~~Management’s Discussion ~~CONDITION~~and ~~AND~~Analysis ~~RESULTS~~of OFFinancial ~~OPERATIONS~~Condition

~~The following information should be read in conjunction with our consolidated financial statements~~ and Results ~~notes~~of thereto for the years ended December 31, 2009 and 2008 included in this Prospectus. We also urge you to review and consider our disclosures describing various risks that may affect our business, which are set forth under the heading “RISK FACTORS.”Operations

Overview

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

~~· PhytoMedical~~Our ~~Technologies~~current ~~Corporation (“PhytoMedical Corp.”)~~strategy is, ~~which~~together ~~was~~with ~~incorporated~~our onwholly-owned ~~March 10~~subsidiaries, ~~2004~~to inidentify, ~~the~~acquire ~~State of Nevada~~ and ~~has~~develop noa ~~assets~~comprehensive ~~and~~portfolio ~~liabilities.~~of ~~PhytoMedical~~technologies ~~Corp.’s right~~ relating to ~~transact~~clean ~~business~~resources intechnologies ~~Nevada~~which ~~was~~we ~~forfeited~~believe byhave ~~statute~~potential onfor ~~March~~global 1,commercialization ~~2007;~~and application.

~~· PolyPhenol~~Recognizing ~~Technologies~~that ~~Corporation~~no one ~~(“PolyPhenol”)~~technology can address all of the clean resources issues with which ~~was~~the ~~incorporated~~world onis ~~August~~faced, 24we will seek to acquire the rights to, ~~2004~~and commercialize, leading edge technologies that address and solve, in our opinion, the ~~State~~broadest spectrum of ~~Nevada~~clean ~~and~~resources problems, ~~has~~on noan ~~assets~~environmental friendly and ~~liabilities;~~economically ~~and~~competitive basis.

~~· PhytoMedical~~Beginning ~~Technologies~~in ~~Ltd.~~September 2010 ~~(“PhytoMedical~~until ~~Ltd.”)~~the ~~which~~Reverse ~~was~~Merger ~~incorporated~~all onof ~~April~~our ~~11,~~business ~~2007~~agreements inhad ~~the~~ceased ~~Province~~and oftherefore ~~British~~we ~~Columbia,~~have ~~Canada~~been a ~~for~~“shell ~~providing~~company.” ~~administrative~~As ~~services~~a toresult ~~us. We~~of ~~ceased~~the toReverse ~~conduct~~Merger ~~business~~and inour ~~Canada~~subsequent onfiling ~~August~~of ~~31,~~a ~~2008~~Current ~~and~~Report ~~closed~~on ~~this~~Form 8-K ~~office.~~containing As“Form a10 ~~result,~~Information” weon ~~dissolved~~January ~~PhytoMedical~~5, ~~Ltd.~~2012, ~~and~~Form ~~eliminated~~8-K ~~all~~we ~~intercompany~~believe ~~balances,~~that ~~effective~~we ~~January~~are 1,no ~~2009~~longer a “shell company.”

WeThe ~~are~~merger of a ~~pharmaceutical~~private operating company ~~focused~~into ona ~~research,~~non-operating ~~development~~public ~~and~~“shell ~~commercialization~~company” ofwith ~~pharmaceutical~~nominal ~~products. Our~~net ~~strategy~~assets is considered to ~~develop~~be ~~new~~a ~~technologies and~~capital transaction, ~~where~~in ~~warranted~~substance, ~~acquire~~rather ~~rights~~than toa ~~obtain~~business ~~licenses~~combination, tofor ~~technologies~~accounting ~~and~~purposes. ~~products~~Accordingly, ~~that~~we ~~are~~treated ~~being~~this ~~developed~~transaction as bya ~~third~~capital ~~parties,~~transaction ~~primarily~~without ~~universities~~recording ~~and~~goodwill ~~government~~or ~~agencies,~~adjusting ~~through~~any ~~sponsored~~of ~~research~~its ~~and~~other ~~development~~assets ~~agreements~~or liabilities.

WeReverse ~~are~~Stock currently focusing our research and development efforts on an anti-cancer compound for glioblastoma, D11B, to which we currently have an exclusive license, pursuant to a license agreement between us and the Dartmouth Trustees.Split

WeOn doNovember ~~not~~10, ~~expect~~2011, a majority of the shares voted at the 2011 Annual Meeting voted in favor of authorizing our officers to ~~generate~~file ~~any~~the ~~revenues~~necessary ~~for~~documentation with the ~~foreseeable~~Secretary ~~future~~of ~~and~~State ~~expect~~of Nevada to ~~continue~~effect a one-for-fifty reverse stock split, whereby owners of fifty shares of our common stock prior to ~~incur~~the ~~losses.~~reverse ~~Our~~stock ~~independent~~split ~~registered~~received ~~public~~one ~~accountant~~share ~~has~~of ~~issued~~our ancommon ~~audit~~stock ~~opinion~~after ~~which~~the ~~includes~~reverse astock ~~statement~~split, ~~expressing~~with ~~substantial~~all ~~doubt~~fractional shares being rounded to the nearest whole share. The record date for the Reverse Split was set as of one business day prior to the ~~our~~effective ~~ability~~date and the effective date for the Reverse Split was set for November 21, 2011, subject to ~~continue~~regulatory asapproval. The aReverse ~~going~~Split ~~concern~~was declared effective by FINRA on December 12, 2011. ~~Please~~All ~~refer~~shares and share prices have been retroactively changed to ~~“RISK~~reflect ~~FACTORS~~the Reverse Split.”

~~Cancer~~Acquisition ~~Research~~of BluFlowTM Technologies, Inc.

~~Dartmouth~~BluFlow ~~Sponsored~~was ~~Research~~incorporated in ~~Agreement~~the State of Delaware on October 14, 2010, under the name “AcquaeBlu Corp.” with 750,000,000 shares of common stock, $0.0001 par value and 10,000,000 shares of preferred stock, $0.001 par value. On June 3, 2011, BluFlow filed an amendment to its Articles of Incorporation with the Secretary of State of Delaware to change its name to BluFlow Technologies, Inc.

Pursuant to our Sponsored Research Agreement with Dartmouth, which expired on September 30, 2009, we are continuing our research and development of a novel class of anti-cancer agents which have a ‘cytotoxic’ or poisonous affinity for cancer cells, and are designed to bind tightly to cancer cell DNA (deoxyribonucleic acid), the blueprint of life for the cancer cell. Previous studies conducted by Dartmouth using a leukemia mouse cell line, have demonstrated that such binding (or intercalation) should stop the replication of the DNA, and, ultimately, lead to the death of the cancer cell. 25

On December 29, 2011, we completed the Reverse Merger pursuant to which BluFlow became wholly-owned subsidiary of ours. The Reverse Merger was effective as of December 29, 2011, upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware (the “Effective Time”).

At the Effective Time, all of the 23,931,620 shares of BluFlow common stock, par value $0.0001 per share, that were outstanding immediately prior to the Effective Time were converted into the right to receive three (3) shares of our common stock, par value $0.00001. Accordingly, we issued to the former holders of BluFlow common stock, in consideration of their capital stock of BluFlow an aggregate of 71,794,860 shares of our common stock. Additionally, at closing, we exchanged with BluFlow stockholders who were also holders of common stock purchase warrants (the “BF Series A Warrants”) to purchase up to an aggregate of 1,527,500 shares of BluFlow^TM common stock at an initial price of $0.50 per share, substantially identical warrants to purchase up to 4,582,500 shares of our common stock at an initial exercise price of $0.16 per share (the “Series C Warrants”). The expiration date of each Series C Warrant is identical to the BF Series A Warrant for which it was exchanged, December 31, 2012. The exercise price of the Series C 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. We also exchanged with holders of BluFlow stock options who held options to purchase, subject to the holders meeting certain vesting milestones, up to an aggregate of 120,000 shares of BluFlow common stock at an exercise price of $0.25 per share, substantially identical options to purchase up to 360,000 shares of our common stock at an initial exercise price of $0.083 per share (the “Exchange Options”). The exercise price of the Exchange Options and the number of shares issuable upon the exercise of the options are subject to proportional adjustment in the event of stock splits, dividends, recapitalizations or similar transactions.

At the Effective Time the executive officers of BluFlow were appointed as our executive officers and the directors of BluFlow were appointed as our directors. Upon completion of the Reverse Merger, the former stockholders of BluFlow held approximately 84% of our issued and outstanding shares of capital stock. Accordingly, the Reverse Merger represents a change in control of the Company.

Results of Operations

Three and Six Months Ended June 30, 2012 and 2011

As a result of the ownership interests of the former stockholders of BluFlow, for financial statement reporting purposes, the merger between Ceres Ventures, Inc. and BluFlow has been treated as a reverse acquisition with BluFlow deemed the accounting acquirer and Ceres deemed the accounting acquiree under the purchase method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification. Accordingly, the results of operations presented in this Form 10-Q represent the historical results of operations of BluFlow.

Operating Expenses

Below is a summary of our operating expense for the three and six months ended June 30, 2012 and 2011:

	For the Three Months Ended
	June 30, 2012			June 30, 2011		$ Change			% Change
COSTS AND OPERATING EXPENSES
Research and development		(8,349	)	$	40,737	$	(49,176	)		(120.7	)
Investor relations and marketing		4,178			1,437		2,741			190.7
Director and management fees		36,028			34,170		1,858			5.4
Professional fees		39,001			68,887		(29,886	)		(43.4	)
Travel, office and facilities expenses		18,094			15,109		2,985			19.8
Costs and operating expenses	$	88,862		$	160,587		(70,455	)		(43.9	)
OTHER EXPENSE
Interest expense		1,270			247		1,023			414.2
NET LOSS	$	90,132		$	160,587	$	(70,455	)		(43.9	)

	For the Six Months Ended
	June 30, 2012		June 30, 2011		$ Change			% Change
COSTS AND OPERATING EXPENSES
Research and development	$	20,153	$	81,474	$	(61,321	)		(75.3	)
Investor relations and marketing		10,750		4,172		6,578			157.7
Director and management fees		72,011		59,179		12,832			21.7
Professional fees		63,188		112,100		(48,912	)		(43.6	)
Travel, office and facilities expenses		20,152		24,866		(4,714	)		(19.0	)
Costs and operating expenses	$	186,254	$	281,791	$	(95,537	)		(33.9	)
OTHER EXPENSE
Interest expense		2,833		487		2,346			481.7
NET LOSS	$	189,087	$	282,278	$	(93,191	)		(33.0	)

We are still in the development stage and have no revenues to date.

During the three and six months ended June 30, 2012 and 2011, we had a net loss of $90,132, $189,087 and $160,587, $282,278, respectively; explanations for the decrease in our net loss of $93,191 for the six month period are included below.

Research and Development:

The $49,176 and $61,321 decrease in research and development costs for the three and six months ended June 30, 2012, compared to June 30, 2011, is primarily due to changing our research and development service provider to a lower cost provider.

Investor Relations and Marketing

The $2,741 and $6,578 increase in investor relations and marketing expenses for the three and six months ended June 31, 2012, compared to June 30, 2011, is primarily due to increased filing fees as we are now a public company as a result of the completion of the December 29, 2011 Reverse Merger and our payment for the distribution of press releases.

Director and Management Fees

The increase of $1,858 and $12,832 in director and management fees during the three and six months ended June 30, 2012, compared to June 30, 2011, is primarily due to hiring a chief financial officer and increasing the compensation of our president.

Professional Fees

The decrease in professional fees of $29,886 and $48,912 for the three and six months ended June 30, 2012, compared to June 30, 2011, is primarily due to decreased legal fees as a result of negotiating a flat monthly rate with our legal counsel.

Travel, Office and Facilities Expenses

The $2,985 increase and $4,714 decrease in travel, office and facilities expenses for the three and six ended June 30, 2012, compared to June 30, 2011, is primarily due increased travel expenses for the three month period, but less travel expenses for the six month period.

Liquidity and Capital Resources

We have incurred cumulative losses of $811,543 from inception through June 30, 2012, and do not have positive cash flows from operating activities. 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.

Our principal source of liquidity is cash in the bank. At June 30, 2012, we had cash and cash equivalents of $28,520. We have financed our operations primarily from funds received pursuant to the BluFlow Offering and the Ceres Offering, as further described below.

Net cash used in operating activities was $88,920 for the six months ended June 30, 2012, compared to $110,323 for the six months ended June 30, 2011. The increase/decrease in cash used in operating activities is further described above.

Year Ended December 31, 2011 Compared with the Period October 14, 2010 (Inception) through December 31, 2010

A summary of our results of operations for the fiscal year ended December 31, 2011 and for the period October 14, 2010 through December 31, 2010, was as follows:

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

We ~~have developed and tested new examples of such compounds known to bind to DNA, called bis-acridines. These compounds~~ are ~~related~~still toin ~~D11B,~~ the ~~anti-cancer~~development ~~compound~~stage ~~licensed by us from Dartmouth. Throughout 2009, we prepared starting materials,~~ and have ~~designed,~~no ~~tested,~~revenues ~~and synthesized bis-acridines which were then evaluated in human cancer cells. These tests were undertaken in order~~ to ~~identify new compounds for potential medicinal formulation, further testing and, if warranted, the eventual preparation and filing of an Investigational New Drug (“IND”) Application with the U~~date.~~S. Food & Drug Administration (“FDA”).~~

~~Following~~During ~~research~~the ~~outcomes~~twelve months ~~from~~ended ~~early~~December ~~lab~~31, ~~tests~~2011, ~~scientists~~we ~~conducted~~had ina ~~vivo~~net ~~(animal)~~loss ~~tests~~of to$571,601 ~~determine~~compared ~~the~~to ~~effectiveness~~a ~~(efficacy)~~net ~~and~~loss ~~toxic side-effects (toxicity)~~ of ~~D11B~~$50,855 ~~and~~for ~~other~~the ~~such~~period ~~compounds. These~~from ~~compounds were administered to specimens with difficult-to-treat human brain cancer~~ inception (~~“SF295~~October ~~glioblastoma~~14, ~~xenografts”~~2010) ~~and,~~through ~~according~~December ~~to researchers~~31, ~~D11B~~2010. ~~proved~~Explanations tofor ~~be least toxic and extremely effective in controlling~~ the ~~growth~~increase of ~~SF295~~$520,746 ~~human~~are ~~glioblastoma~~included ~~xenografts~~below.

InResearch ~~all~~& ~~cases where specimens were treated for human glioblastoma brain cancer using our D11B compound, researchers reported~~Development: a significant reduction in tumor size; prolonged lifespan of 46%-plus for the treated group versus the control group; notably enhanced chemotherapeutic effect of the compound; and observed “tumor cured” in one of the specimens with the deadly glioblastoma cancer.

~~Interpreting~~a. ~~the~~We ~~data~~incurred ~~collected from these important efficacy and toxicity tests~~$162,948 ~~researchers concluded that our anti-cancer compound, D11B, may “…have its selectivity~~ in ~~killing~~research ~~SF295~~and ~~human~~development ~~glioblastoma~~expenses ~~cells.” The~~related ~~ability~~ to ~~selectively target and kill specific cancer cells is an important consideration for~~ the ~~treatment~~sponsored ofresearch ~~cancers~~agreement inwith ~~vital organs such as~~ the ~~brain,~~University ~~where glioblastoma is exhibited. Glioblastoma is the most common and aggressive form~~ of ~~brain~~California ~~cancer,~~– ~~and~~Santa isBarbara ~~often~~in ~~highly-resistant to chemotherapy and other conventional treatments. Currently~~2011, ~~there~~compared ~~is no effective treatment or cure for glioblastoma. Additionally, surgical removal such as complete resection of the tumor in combination with the most current and aggressive treatments continues~~ to ~~result~~$0 in ~~low survival rates~~2010.

Asb. ofWe ~~September~~incurred 30$13,385 ~~2009,~~in ~~the termination date of the Sponsored Research Agreement, Dartmouth concluded that its~~ research and development ~~activities,~~costs ~~and~~relate ~~provided~~to usour ~~with,~~sponsored itresearch ~~believes,~~agreement with a ~~key~~third ~~anti-cancer~~party ~~compound for glioblastoma, D11B. Based upon results of~~ in ~~vivo~~2011 ~~efficacy and toxicity tests, we have entered into a fee-~~for~~-services~~ ~~agreement~~the ~~with Latitude to assist us in our~~ development of anthe IVBluFlowTM ~~formulation~~Treatment ofSystem ~~D11B,~~compared ~~in order~~ to ~~conduct~~$0 ~~additional~~in ~~tests~~2010.

Asc. ofWe ~~December~~incurred ~~31, 2009, we had paid~~ $~~220~~6,~~260~~821 ~~pursuant~~in topatent ~~the~~filings ~~Sponsored~~fees ~~Research~~in ~~Agreement with Dartmouth and $1~~2011,~~253~~ ~~for~~compared ~~reimbursement of expenses. Of the total $221,513 paid~~ to ~~Dartmouth,~~ $~~60,463~~0 ~~and $115,300 is included~~ in ~~research and development expense for the years ended December 31, 2009 and 2008~~2010.

~~Dartmouth~~Investor ~~License~~Relations ~~Agreement~~and Marketing

OnInvestor ~~September~~relations and 1,marketing ~~2008,~~expenses weof ~~entered~~$20,303 ~~into~~in ~~Dartmouth~~2011, ~~License~~related ~~Agreement~~to ~~with~~website ~~the~~development, ~~Dartmouth~~transfer ~~Trustees pursuant~~agent toand ~~which~~filing wefees ~~obtained~~and ~~the~~costs ~~exclusive~~incurred ~~rights~~for a consultant to ~~develop,~~assist ~~market~~in ~~and~~the ~~distribute~~development ~~a novel class~~ of ~~synthesized~~investor ~~compounds~~relations ~~known as bis-intercalators~~materials. ~~These~~ ~~anti-cancer~~There ~~agents~~were ~~have~~no ainvestor ~~‘cytotoxic’~~relations orand ~~poisonous~~marketing ~~affinity~~expenses in ~~for cancer cells~~2010.

~~Under~~Director the terms of the Dartmouth License Agreement, we are 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, we are required to make milestone payments to the Dartmouth Trustees if, and ~~only~~Management ~~when, specific clinical and regulatory approval milestones are achieved.~~Fees

Director and management fees of $138,210 in 2011, related to fees payable to our executive officers and directors. There were no director and management fees paid in 2010.

Professional Fees

Professional fees, which consist primarily of legal and accounting fees, were $169,300 in 2011. The increase in professional fees was due primarily to legal services related our start-up nature. Accounting, auditing and tax services fees were approximately $12,000 during 2011. The professional fees in 2010 were $43,925 representing legal fees.

Travel, Office and Facilities Expenses

Travel, office and facilities expenses were $41,167 in 2011. This increase is due to increased travel and an operating conducting business for a full year compared to a few months in 2010. Travel, office and facilities expenses were $6,741 in 2010.

~~Throughout~~Liquidity the duration of the Dartmouth License Agreement, we are obligated to make royalty payments to the Dartmouth Trustees based on the net sales of products derived from the Dartmouth License Agreement, if any. We are also obligated to reimburse the Dartmouth Trustees all costs incurred for filing, prosecuting and ~~maintaining~~Capital any licensed patents related to the Dartmouth License Agreement, throughout the duration of the agreement. We are required to undertake the development, regulatory approval, and commercialization, of products derived from the Dartmouth License Agreement, if any, and pursue collaborative commercial partnerships, if viable.Resources

~~Pursuant~~We tohave ~~Rule~~incurred ~~24b-2~~cumulative losses of $622,456 wefrom ~~submitted~~inception athrough ~~request~~December to31, 2011, and do not have positive cash flows from operating activities. We face all the ~~SEC~~risks ~~for~~common ~~confidential~~to ~~treatment~~companies ofthat ~~certain~~are ~~portions~~relatively new, including under capitalization and uncertainty of ~~the~~funding ~~Dartmouth~~sources, high ~~License~~initial ~~Agreement~~expenditure levels, ~~relating~~uncertain revenue streams, and difficulties in managing growth. These conditions raise substantial doubt about our ability to ~~the~~continue ~~payment~~as ~~terms~~a going concern. Management recognizes that in order to meet our capital requirements, and ~~certain~~continue ~~provisions~~to ~~under~~operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investments in order to expand the ~~Dartmouth~~range ~~License~~and ~~Agreement~~scope of our business operations. ~~Our~~ ~~request~~We ~~was~~will ~~granted~~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 ~~March~~acceptable 9terms, ~~2009~~if at all. ~~Accordingly~~ If we are unable to raise additional capital or generate positive cash flow, ~~certain~~it ~~terms~~is ofunlikely that ~~the~~we ~~Dartmouth~~will ~~License~~be ~~Agreement~~able to continue as a going concern. The financial statements do not ~~need~~include toany beadjustments ~~released~~that tomight result from the ~~public~~outcome ~~until~~of ~~August~~this ~~5, 2013~~uncertainty.

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

OnNet ~~July~~cash 6,used ~~2009,~~in weoperating ~~entered into a fee-for-services agreement with Latitude, which~~ activities was ~~amended on October 23~~$222,509 ~~2009 (the “Latitude Agreement”), to assist in our development of an IV formulation of our anti-cancer compound~~ for ~~glioblastoma, D11B, for use in ongoing and future testing to determine~~ the ~~compound’s~~year ~~efficacy~~ended ~~and~~December ~~toxicology~~31, ~~and if warranted~~2011, ~~future~~compared ~~early stage human clinical trials. Under the terms of the Latitude Agreement, we retain all rights~~ to ~~formulations~~$0 ~~and~~from ~~products~~October ~~developed~~14, if2010 ~~any,~~(inception) ~~including but not limited~~ to ~~intellectual property rights. As of~~ December 31, ~~2009,~~2010. weThe increase ~~have~~in ~~paid~~cash ~~$45,377~~used ~~pursuant~~in tooperating ~~the~~activities ~~terms~~reflects ofincreases ~~the~~in ~~agreement~~amounts ~~with~~paid ~~Latitude,~~for ~~all of which is included in~~ research ~~and~~& development, ~~expense~~investor ~~for~~relations and ~~the~~marketing ~~year~~and ~~ended~~director ~~December~~and ~~31,~~management ~~2009~~fees.

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

~~Terminated~~Net ~~Agreements~~cash provided by financing activities was $246,500 for the year ended December 31, 2011 compared to $141,000 from October 14, 2010 (inception) to December 31, 2010. This reflects amounts received for the sale of shares of our common stock and stock purchase warrants pursuant to the BluFlow Offering described below.

~~Iowa~~Ceres ~~State University Sponsored Research Agreement~~Offering

OnDuring ~~February 1~~2012, ~~2007~~we sold 335,000 ~~through~~units of our securities ~~wholly~~at ~~owned~~a ~~subsidiary~~price of $0.20 per unit for gross receipts of $67,000. ~~PolyPhenol~~Each unit consisted of one share of common stock, we$0.00001 par ~~entered~~value ~~into~~per ashare ~~Sponsored~~and ~~Research~~one-half ~~Agreement~~of ~~with~~one ~~Iowa~~Series ~~State~~D ~~University~~Stock Purchase Warrant (each a “~~ISU~~Series D Warrant”). ~~Under~~Each ~~terms~~Series D ofWarrant entitled the ~~agreement,~~holder ~~we continued~~ to ~~undertake~~purchase ~~our~~one ~~research~~additional atshare ~~ISU for development~~ of ~~our~~common ~~novel,~~stock ~~synthesized~~at ~~type~~an ~~A-1~~exercise ~~‘polyphenolic’~~price ~~compounds~~of $0. On30 ~~January~~per 6share, ~~2009,~~expiring on weDecember ~~provided~~31, ~~written~~2013. ~~notice~~We toissued ~~ISU~~335,000 ~~terminating~~shares ~~the~~of ~~Sponsored~~common ~~Research~~stock ~~Agreement~~and ~~between~~Series usD ~~and~~Warrants ~~ISU.~~to ~~The~~purchase ~~termination~~up ~~was~~to ~~effective~~167,500 ~~March~~shares 6,of ~~2009.~~our common stock.

AsBluFlow of December 31, 2009, we had paid a total of $114,972 pursuant to the terms of the ISU Sponsored Research Agreement, of which $0 and $83,846 is included in research and development expense for the years ended December 31, 2009 and 2008. In addition to contractual obligations pursuant to the ISU Sponsored Research Agreement, we reimbursed ISU $0 and $506 during the years ended December 31, 2009 and 2008 for other out-of-pocket costs that are included in research and development expense.Offering

~~Iowa~~From ~~State~~November ~~University~~2010 through ~~Research~~May ~~Foundation~~2011, ~~License~~BluFlow ~~Agreement~~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 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 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.

On ~~June~~December 1215, ~~2006~~2011, BluFlow ~~through~~completed ~~our~~the ~~wholly~~sale ~~owned~~of ~~subsidiary~~1, ~~PolyPhenol~~500,000 weshares ~~entered~~of ~~into~~common anstock ~~exclusive~~at ~~license~~$0.033 ~~agreement~~per ~~with~~share ~~Iowa~~for ~~State~~total ~~University~~proceeds ~~Research~~of ~~Foundation Inc~~$50,000. ~~(“ISURF”)~~This tooffering was ~~develop,~~exempt ~~market and distribute novel synthesized compounds derived~~ from ~~type~~registration ~~A-1~~pursuant ~~polyphenols, which have been linked~~ to ~~insulin sensitivity by~~ the ~~USDA's~~provisions ~~Agricultural~~of ~~Research~~Section ~~Service. On~~4(2) ~~January~~of 6,the ~~2009,~~Securities weAct ~~gave~~and ~~written~~Regulation D ~~notice~~as topromulgated ~~ISURF,~~by ~~terminating~~ the ~~License~~SEC ~~Agreement~~under ~~between~~the usSecurities ~~and ISURF, effective April 6,~~ Act.

~~2009~~Upon completion of the Reverse Merger the shares and warrants issued by BluFlow were exchanged for shares and warrants of Ceres as further described in this prospectus. Accordingly, the share price, number of shares issued and warrant designation reflect the one-for-three share exchange pursuant to the Reverse Merger.

As2012 ofPrivate December 31, 2009, we had paid a total of $20,000 to ISURF for the license fee and $31,223 for reimbursement of patent costs and research expenses as per agreement with ISURF, none of which is included in research and development expense for the years ended December 31, 2009 and 2008.Placement

~~Results~~From February through June 2012, we conducted a private placement pursuant to which we sold 335,000 units for gross receipts of ~~Operations~~$67,000 and issued 335,000 shares of common stock and 167,500 Series D Warrants to purchase up to 167,500 shares of common stock at an exercise price of $0.30 per share through December 31, 2013, to the investors having subscribed for the units. Each unit was priced at $0.20 and consisted on one share of common stock and one-half of one Series D Warrant.

AConvertible ~~summary~~Notes ~~of our operating expenses for the years ended December 31, 2009 and 2008 was as follows:~~ Payable–

			Year Ended
			December 31,				Increase /	Percentage
			2009		2008		(Decrease)	Change
Operating expenses
	Director fees - related party	$	6,800	$	9,750	$	(2,950)	(30)	%
	Investor relations		3,658		492,360		(488,702)	(99)
	Wages and benefits		263,052		346,538		(83,486)	(24)
	Research and development		113,826		379,716		(265,890)	(70)
	Professional fees		136,423		110,249		26,174	24
	Impairment of license fee		-		20,000		(20,000)	*
	Other operating expenses		64,480		139,581		(75,101)	(54)
Total operating expenses		$	588,239	$	1,498,194	$	(909,955)	(61)	%

During 2012, we negotiated the conversion of accounts payable amounting to $370,688 into convertible notes payable which are due on December 31, 2013.

*Sidhu ~~Not~~Convertible ~~meaningful~~ Note

~~Director~~On ~~fees~~May –20, ~~related~~2011, ~~party~~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 $0.50 per share (after giving effect to the Reverse Split). In the event of default, as defined in the Sidhu Convertible Note, 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.

~~Non-employee~~Pursuant ~~directors~~to ~~receive~~an ~~$250~~amendment ~~per~~dated ~~month~~December 29, ~~for~~2011, ~~their~~the ~~services~~Sidhu Convertible Note is payable as ~~directors~~follows: ~~plus~~(a) $~~100~~50,000 ~~for~~plus ~~each~~accrued ~~board~~and ~~meeting~~unpaid ~~attended. The~~interest ~~decrease~~thereon inon ~~director~~or ~~fees~~before January of31, $22012,~~950~~ ~~for~~and (b) the ~~year~~balance ~~ended~~of ~~December 31~~$50,000 ~~2009~~plus ~~compared~~accrued toand ~~2008~~unpaid isinterest ~~substantially~~thereon ~~due~~on toor ~~our~~before ~~recording~~April ~~directors~~30, ~~fees~~2012. ~~earned~~On ~~for~~January 31, ~~the~~2012, ~~year~~we ~~ended~~paid ~~December 31~~$50,000 ~~2007~~ of the outstanding balance (plus $3,~~150~~086 ~~during~~of accrued and unpaid interest) of the ~~year~~Sidhu ~~ended~~Convertible ~~December~~Note; on 31April 29, ~~2008.~~2012, ~~The~~we ~~$3,150~~amended ~~was~~the ~~not~~Sidhu ~~deemed~~Convertible ~~significant~~Note toso that the ~~consolidated~~final ~~financial~~payment ~~statements~~is ~~taken~~due ason aJune ~~whole~~30, 2012. We are currently in default of the Sidhu Convertible Note.

~~Investor~~Through ~~relations~~June 30, 2012, interest expense of $4,518 was payable to Mr. Sidhu related to the Sidhu Convertible Note.

~~Investor~~Accrued ~~relations~~Payroll costs represent fees paid to publicize our technology. Our investor relations expense decreased significantly in the year ended December 31, 2009 versus 2008. Effective April 15, 2009, we entered into a one-year Shareholder Communication Services Agreement (the “Shareholder Communications Agreement”) with a third party consultant to provide shareholder communication and related administrative services. In accordance with the terms of the Shareholder Communications Agreement, we pay a third party consultant $375 per month.Liabilities

~~Wages~~On March 15, 2010, Mr. Greg Wujek tendered his resignation as our President and ~~benefits~~Chief Executive Officer. 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.

During the years ended December 31, 2009 and 2008 we incurred $263,052 and $273,956 in wages and benefits expense for services rendered by Mr. Greg Wujek, the President, Chief Executive Officer, and one of our Directors. Wages and benefits related to Mr. Wujek was $10,904 higher for the year ended December 31, 2008 than 2009 primarily due to our recording $13,624 of stock based compensation expense in fiscal year 2008 related to the amortization of a stock option previously granted

On January 1, 2011, BluFlow entered into a consulting agreement (the “CEO Consulting Agreement”) with Mr. Meetesh Patel, pursuant to which Mr. ~~Wujek~~Patel served as BluFlow’s President and Chief Executive Officer. Pursuant to ~~purchase~~the 2terms of the CEO Consulting Agreement,~~000~~ Mr. Patel is paid an annual salary of $100,000 payable in 24 equal payments, which he may, at his sole discretion, elect to convert any of his salary or business expense reimbursements due to him into shares of our common stock at $0.10 per share. On July 1, 2011, the CEO Consulting Agreement was amended so that Mr. Patel is paid an ~~exercise~~annual ~~price~~salary of $0120,000.52 ~~per~~The ~~share~~CEO Consulting Agreement may be terminated by either party at any time with or without cause. ~~The~~ ~~fair~~Through ~~value~~December 31, 2011, $85,000 has accrued in salary owed to Mr. Patel. Pursuant to the terms of the ~~stock~~Merger ~~option~~Agreement, ~~was~~we ~~fully~~assumed ~~amortized~~all insalary ~~March~~owed ~~2008~~to Mr. Patel and entered into a consulting agreement substantially identical to the CEO Consulting Agreement.

~~During~~On June 9, 2011, BluFlow entered into a consulting agreement (the ~~year~~“CFO ~~ended~~Consulting ~~December~~Agreement”) 31with Mrs. Janet Bien, ~~2008~~pursuant to which Mrs. Bien served as BluFlow’s Chief Financial Officer. Pursuant the CFO Consulting Agreement, weMrs. ~~incurred~~Bien is paid a ~~total~~monthly salary of $721,~~582~~500, in$500 ~~wages~~of ~~and~~which ~~benefits~~is ~~expense~~deferred ~~for~~until ~~services~~such ~~rendered~~time as we effect one or more transactions from which we receive net proceeds of no less than $500,000. The CFO Consulting Agreement may be terminated by ~~the~~either ~~employees~~party inat ~~our~~any ~~administrative~~time ~~office~~with inor ~~Vancouver~~without cause. Through December 31, ~~Canada~~2011, ~~which~~$6,500 ~~was~~has ~~closed~~accrued onin ~~August~~salary 31owed to Mrs. Bien and funds received through this Offering will be used to pay Mrs. Bien’s accrued salary. Pursuant to the terms of the Merger Agreement, ~~2008~~we assumed all salary owed to Ms. Bien and entered into a consulting agreement substantially identical to the CFO Consulting Agreement.

~~Research~~Other ~~and~~Contractual ~~development~~Obligations

~~Research~~As ~~and~~of ~~development~~August ~~costs~~31, ~~represent~~2012, we ~~costs~~have ~~incurred~~the tofollowing ~~develop~~contractual ~~our~~obligations: ~~technologies~~the ~~and~~remaining ~~are incurred pursuant our sponsored research agreements with Dartmouth~~$50, ~~ISU~~000, ~~Ricerca,~~plus ~~Latitude~~interest, ~~and~~due ~~other~~on ~~third~~the ~~party~~Sidhu ~~contract~~Convertible ~~research organizations. The sponsored research agreements include salaries and benefits for research and development personnel~~Note, ~~allocated overhead and facility occupancy costs~~$30,277 for ~~contract~~accrued ~~services~~payroll ~~and~~owed ~~other~~to ~~costs~~Mr. ~~Research~~Wujek and ~~development costs are expensed when incurred~~$2,438 ~~except~~owed ~~for~~to ~~nonrefundable~~a ~~advance~~third-party ~~payments~~ for ~~future~~investor ~~research~~ and ~~development~~stockholder ~~activities~~relations ~~which are capitalized and recognized as expense as the related~~ services ~~are performed~~.

~~Following~~Off-Balance isSheet ~~a summary of research and development expense incurred for the years ended December 31, 2009 and 2008:~~Arrangements

			Year Ended
			December 31,				Increase/
			2009		2008		(Decrease)
Research and development expense
	ISU Sponsored Research Agreement	$	-	$	83,846	$	(83,846)
	Dartmouth Sponsored Research Agreement		60,463		115,300		(54,837)
	Ricerca		5,400		174,937		(169,537)
	Latitude Agreement		45,378		-		45,378
	Other research and development expense		2,585		5,633		(3,048)
Total research and development expense		$	113,826	$	379,716	$	(265,890)

We have no off-balance sheet arrangements.

~~Professional~~Recently ~~fees~~Issued and Adopted Accounting Pronouncements

~~Professional~~We ~~fees~~review ~~substantially~~new ~~consist of~~ accounting standards ~~fees,~~as ~~audit and tax fees, legal fees, and SEC related filing costs~~issued. ~~During~~ ~~the~~Although ~~year~~some ~~ended December 31, 2009, we incurred professional fees~~ of ~~$136,423,~~these ~~an increase of $26,174, from $110,249 during the year ended December 31, 2008. The increase in professional fees is substantially due to increases in~~ accounting ~~fees~~standards ofissued ~~approximately~~or ~~$19,000~~effective ~~and~~after ~~legal fees of approximately $5,200. The increase in accounting fees is primarily~~ the ~~result~~end of our ~~closing~~previous ~~our~~fiscal ~~administrative~~year may ~~office~~be inapplicable ~~Vancouver,~~to ~~British Columbia~~us, ~~Canada,~~we ~~effective~~have ~~August~~not ~~31,~~identified ~~2008,~~any ~~terminating~~standards ~~all~~that ofwe ~~the~~believe ~~employees~~merit infurther ~~Vancouver, Canada~~discussion. ~~Due~~ toWe ~~this~~believe ~~downsizing,~~that asnone of the ~~September~~new 1,standards ~~2008,~~will wehave ~~began~~a ~~outsourcing~~significant ~~its~~impact ~~administrative~~on ~~functions~~our toconsolidated ~~third~~financial ~~parties~~statements.

~~Impairment~~ Description of ~~license~~Our ~~fee~~Business and Property

OnYou ~~December~~should ~~18,~~rely ~~2008~~only weon ~~were~~the ~~notified~~information contained byin ~~ISU~~this ~~that~~prospectus or any supplement hereto. We have not authorized anyone to provide you with different information. If anyone provides you with different information you should not rely on it. We are not making an offer to sell the ~~patent~~shares ~~application~~in any ~~for~~jurisdiction where the ~~insulin~~offer ~~enhancing~~is ~~synthesized~~not ~~compounds~~permitted. ~~was~~You ~~rejected~~should bynot assume that the USinformation ~~Patent~~contained ~~Office. After~~in ~~further~~this ~~review~~prospectus is accurate as of any date other than the ~~rejection~~date ~~letter~~on ~~along~~the ~~with~~front cover of this prospectus regardless of the ~~culminated~~date ~~research~~of ~~costs~~delivery ~~incurred~~of bythis usprospectus or any supplement hereto, weor ~~determined~~the itsale ~~was~~of inthe ~~our~~shares. ~~best~~Our business, financial condition, results of operations and prospects may have changed since that date.

~~interest~~We toobtained ~~terminate~~statistical ~~our~~data ~~license~~and certain ~~agreement~~other ~~with~~industry ~~ISURF~~forecasts ~~and~~used ~~our~~throughout ~~Sponsored~~this ~~Research~~prospectus ~~Agreement~~from ~~with~~market ~~ISU. Pursuant~~research, topublicly ~~the~~available ~~terms~~information ofand ~~the~~industry publications. ~~license~~Industry ~~agreement~~publications ~~and~~generally ~~Sponsored~~state ~~Research~~that ~~Agreement,~~they weobtain ~~provided~~their ~~written~~information ~~notice~~from ofsources ~~termination~~that they believe to ~~both~~be ~~ISURF~~reliable, but ~~and~~they ~~ISU~~do onnot ~~January~~guarantee 6,the ~~2009. As~~accuracy aand ~~result~~completeness of the ~~termination~~information. ofSimilarly, while we believe that the ~~license~~statistical ~~agreement~~and industry ~~with~~data ~~ISURF~~and forecasts and market research used herein are reliable, we ~~recorded~~have annot ~~impairment~~independently ~~charge~~verified ofsuch ~~$20,000~~data. atWe ~~December~~have not ~~31,~~sought ~~2008~~the toconsent ~~write-off~~of the ~~previously~~sources ~~paid~~to ~~license~~refer ~~fee~~to their reports or articles in this prospectus.

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

~~Other~~Beginning ~~operating~~in ~~expenses~~September 2010 ~~include~~and ~~travel~~continuing through our consummation of the Reverse Merger all of our business operations had ceased and ~~entertainment~~therefore we have been a “shell company.” As a result of the Reverse Merger, ~~rent~~further described elsewhere in this prospectus, ~~office~~and ~~supplies~~our subsequent filing of the January 5, ~~printing~~2012, ~~and~~Form ~~mailing~~8-K, ~~and~~we ~~other~~believe ~~administrative~~that ~~costs~~we are no longer a “shell company. ”

~~During~~Our ~~the~~current ~~year ended December 31~~strategy is, ~~2009,~~together wewith ~~incurred~~our ~~other~~wholly-owned ~~operating expenses of $64~~subsidiaries,~~480,~~ ato ~~decrease of $75~~identify,~~101,~~ ~~from~~acquire ~~$139,581~~and ~~during~~develop ~~the~~a ~~year~~comprehensive ~~ended~~portfolio ~~December~~of ~~31,~~technologies ~~2008. The decrease is substantially due~~ relating to ~~decreases~~clean inresources ~~travel~~technologies ~~and~~which ~~entertainment~~we ofbelieve ~~approximately~~have ~~$37,000,~~potential ~~rent~~for ofglobal ~~approximately~~commercialization ~~$18,700,~~ and ~~printing and mailing of approximately $10,100~~application. ~~The decrease in other operating expenses is the result of our closing our administrative office in Vancouver, Canada, effective August 31, 2008.~~

~~Other~~The ~~income~~Global ~~(expense)~~Water Issue

AGiven ~~summary~~the oflimited supply ~~our~~and ~~other~~increasing ~~income~~worldwide ~~(expense)~~demand for ~~the~~freshwater, ~~years~~we ~~ended~~initially ~~December~~identified 31the water purification, ~~2009~~filtration and ~~2008~~remediation market ~~was~~ as ~~follows:~~a prime sector for entry.

			Year Ended
			December 31,				Increase /	Percentage
			2009		2008		(Decrease)	Change
Other income (expense)
	Interest income	$	-	$	22,679	$	(22,679)	(100)	%
	Interest expense		(63,750)		(70,445)		6,695	(10)
	Change in fair value of warrant liability		(93,910)		-		(93,910)	*
	Gain on extinguishment of warrant liability		52,631		-		52,631	*
	Loss on disposal of fixed assets		-		(8,068)		8,068	(100)	%
	Loss on dissolution of foreign subsidiary		(523)		-		(523)	*
	Foreign exchange loss		-		(6,773)		6,773	(100)	%
Total other income (expense)		$	(105,552)	$	(62,607)	$	(42,945)	69	%

Water is essential for life – a person can survive only about 3 days without water. Water touches every aspect of our lives – from drinking and showering, to growing food and livestock, to generating electricity. Worldwide demand for water is growing at an unsupportable rate. Even though more than two-thirds of our planet is covered in water, less than 1% is freshwater suitable for human consumption and we are using up freshwater faster than it can naturally be replenished. While the global supply of freshwater has remained constant for millions of years, over the last century, global demand for water has increased six-fold.

*Sixty ~~Not~~years ~~meaningful~~ ago the world’s population was 2.5 billion; today, the world’s population is over 7 billion and by 2050, it will likely exceed 9 billion. With this population boom there has been a simultaneous, widespread rise in the world’s standard of living, which has increased water consumption. As better educated and higher paid populations in countries such as India and China ascend to the middle class, their water footprint is also expanding. Demand for freshwater is rising rapidly due to population growth, industrial expansion and increased agricultural development.

~~Interest~~With global ~~income~~water consumption estimated to double every 20 years, by 2025, up to 60% of the world’s population is expected to live in areas without adequate water supply. Globally, water quality is deteriorating rapidly and requires new viable solutions. Currently, more than 2 billion people live in regions of the world that do not have enough freshwater to meet their daily needs. Eleven countries totaling almost half of the world’s population (including the U.S., India and China) currently have a negative groundwater balance, meaning they use more freshwater than they are able to replenish. Nine countries in Europe (Belgium, Bulgaria, Cyprus, Germany, Italy, Macedonia, Malta, Spain and the United Kingdom) are in the beginning stages of a water shortfall. This ultimately translates into more stringent government regulations that drive demand for new water treatment solutions.

Interest income for the year ended December 31, 2008 represents interest earned on proceeds received as a result of the 2007 Private Placement completed by us in September 2007, raising net proceeds of $3,109,500. Our interest-bearing bank account was maintained at a financial institution located in Canada. Effective August 31, 2008, we closed our administrative office in Vancouver, Canada. As a result, we also closed the bank account at the Canadian financial institution on December 31, 2008 and transferred all of our cash to a non-interest bearing account at an U.S. financial institution.

~~Interest~~In ~~expense~~developed nations, industry accounts for approximately 50% of all freshwater usage, while in developing countries agriculture accounts for 80% of freshwater usage. Governments across the world are grappling with the challenge of promoting economic growth while trying to manage the accompanying industrial and agricultural contamination of the world’s freshwater supplies. For instance, in the U.S. some 370,000 manufacturing facilities use billions of gallons of freshwater to carry off wastes that are discharged into our waterways. Additionally, there are over 330 million acres of agricultural land used for raising livestock and crops. Runoff from these agricultural facilities has resulted in fertilizers, pesticides and pathogens from animal waste product ending up in our lakes, rivers and estuaries. Manufacturers, including major pharmaceutical companies, have legally released 271 million pounds of various chemicals into American waterways, including those that provide our citizens with drinking water. More than 14 million Americans drink water contaminated with pesticides. Since 2004, water provided to more than 49 million Americans has contained illegal concentrations of chemicals such as arsenic, radioactive uranium and bacteria often found in sewage.

~~Interest~~Consider expense represents interest accrued on note payables to Mr. Harmel S. Rayat, at an annual rate of 8.5%. Mr. Rayat was our former Chief Financial Officer, former Director, and former majority shareholder. At January 1, 2008, the outstanding principal balance of the note payable was $1,000,000. In February 2008, we repaid $250,000 of the principal balance of the note payable. The remaining $750,000 note payable to Mr. Rayat, was due on March 8, 2006 and was payable on demand. following facts:

On· ~~March~~Over ~~1, 2010, Mr. Rayat agreed to convert~~ the ~~then~~past ~~outstanding~~five ~~balance~~years, ofmore ~~the~~than ~~note payable and accrued and unpaid interest thereon to a fixed three (3) year term convertible note bearing interest at the rate of 8.50~~20% ~~per annum, which interest is accrued and payable on the maturity date~~ of ~~the~~America’s ~~convertible~~water ~~promissory~~treatment ~~note,~~systems ~~unless~~have ~~the~~violated ~~holder~~key ofprovisions ~~the convertible promissory note elects to convert all or any portion~~ of the ~~accrued~~Safe ~~and~~Drinking ~~unpaid~~Water ~~interest into shares of our common stock at the then applicable conversion price~~Act. The convertible promissory note is convertible into shares of our common stock at an initial conversion price of $0.01 per share. The conversion price of the convertible promissory note is subject to adjustment upon the occurrence of certain specified events. In addition, in the event we issue any shares of our common stock or securities convertible or exercisable for shares of our common stock at a price which is less than the then applicable conversion price, the conversion price will be reduced to such lower price.

~~Change~~· inThe ~~fair~~U.S. ~~value~~Environmental ofProtection ~~warrant~~Agency ~~liability~~(the ~~and~~“EPA”) ~~gain~~estimates onthat ~~extinguishment~~there are more than 860 million gallons of ~~warrant~~raw ~~liability~~sewage dumped into America’s lakes and rivers every year.

On· ~~January~~Forty 1,percent ~~2009, we adopted guidance which is now part~~ of ~~ASC 815-40, Contracts in Entity~~America’s ~~Own~~rivers ~~Equity~~are ~~(ÁSC~~too ~~815-40). We~~polluted ~~determined~~for ~~that~~fishing ~~our~~or ~~Class~~sustaining Aaquatic ~~Warrants contained a Dilutive Issuance provision~~life. As a result, we reclassified 10,897,081 of our Class A Warrants to warrant liability, under long-term liabilities, resulting in a cumulative adjustment to accumulated deficit as of January 1, 2009 of $1,174,576.

~~Our~~· ~~Class~~Seven Amillion ~~Warrants~~Americans ~~are~~become ~~considered~~sick ~~derivative~~from ~~liabilities~~contaminated ~~and~~tap ~~are~~water ~~therefore~~every ~~required to be adjusted to fair value each quarter~~year. ~~We value our warrant liability using a Black-Scholes model. Our stock price, remaining term of the Class A Warrants and the volatility of our stock all impact the fair value of our Class A Warrants.~~

~~The~~Water ~~adjustments~~pollution ~~recorded~~is a ~~each~~serious ~~quarter~~issue toboth ~~adjust~~in the ~~Class~~US Aand ~~Warrants~~globally toand ~~fair value resulted in~~ a ~~net~~major ~~non-cash~~cause ~~loss~~to ofthe ~~$93,910~~growing ~~for~~critical ~~the~~water ~~year~~shortage. ~~ended~~Major ~~December~~industrial ~~31,~~waste ~~2009.~~sources include:

On· ~~September~~agricultural 29, 2009, we consummated a securities exchange agreement (“Securities Exchange Agreement”) with the holders of our Class A Warrants whereby the holders and we agreed to exchange the holders’ remaining Class A Warrants, on the basis of one share for every ten (10) Class A Warrants for an aggregate of 1,089,705 shares of our common stock $0.00001 par value per share. The exchange of the Class A Warrants for common stock pursuant to the Securities Exchange Agreement resulted in an extinguishment of the warrant liability.waste;

~~The~~· ~~fair~~iron/steel value of our warrant liability at September 29, 2009, the effective date of the Securities Exchange Agreement, using a Black-Scholes model was $118,013, using the following assumptions: dividend yield of 0%, expected volatility of 156.43%, risk-free interest rate of 0.41%, and expected term of 1.0 year. industry;

~~The~~· fair value of the 1,089,705 shares of common stock issued to settle the warrant liability was $65,382, based on the closing price of our common stock of $0.06 per share on September 29, 2009 as quoted on the OTCBB. We recorded a gain on extinguishment of warrant liability of $52,631 on mines/quarries;

food industry;

manufacturing;

energy production;

complex organic chemicals industry; and

water treatment (municipal and other).

Every time we use freshwater, we dispose of it as wastewater. The more we use, the more we pollute – in some cases to the point that it is not safe to use. Pesticides, fungicides and insecticides from agricultural runoff lead to high nitrate levels and endocrine disrupters in water supplies. Municipal sewage sludge may contain high concentrations of heavy metals, such as cadmium, lead and chromium, and harbor nasty bacteria. Industrial operations may exude all kinds of toxins and chemicals into the world’s freshwater supply, either through accidental spills or slow leaks.

One out of every eight people on the planet lack access to clean water, resulting in 3.3 million water-related deaths each year. Pollution of the world’s waters is not limited to any region, and is a worldwide issue: About 40% of America’s rivers are too polluted for fishing, swimming, or aquatic life; the rivers in Asia are the most polluted in the world and carry three times the average amount of bacteria from human waste than industrialized countries; and 30% of Ireland’s rivers are polluted with sewage or fertilizer.

~~September~~Groundwater ~~29,~~and ~~2009~~Surface asWater ~~a result of the excess of the Class A Warrant Liability over the fair value of the consideration provided the warrant holders, in the form of common stock.~~Disappearing

~~Loss~~About on98% ~~disposal~~of the water the world uses for daily living comes from aquifers. These large underground lakes hold water in rocks, sand layers, or other such material in pore spaces or fractures. The water can be extracted for human use by wells and is replenished by rainwater seepage at different recharge rates – sometimes the recharge rate is extremely slow, taking hundreds or thousands of ~~fixed~~years ~~assets~~to replenish. Aquifer water is generally of very high quality, however can be contaminated by naturally occurring elements, such as arsenic, fluorine, nitrates or sulfates.

WeAquifers ~~recorded~~around athe world ~~loss~~are onbeing ~~disposal~~depleted offaster ~~fixed~~than ~~assets~~they ofcan ~~$8,068~~be ~~during~~replenished; ~~the~~in ~~year~~fact ~~ended~~some ~~December~~may 31not be rechargeable under the current climate conditions, having ~~2008~~been asformed aunder ~~result~~wetter ofclimates ~~the~~many ~~removal~~years ~~of the~~ago. ~~cost~~Some ~~and~~experts ~~related~~conclude ~~accumulated~~that ~~depreciation~~extracting groundwater from ~~our~~aquifers ~~financial~~should be ~~statements~~avoided, ~~for~~as ~~equipment~~the ~~that~~process ~~was~~is ~~either~~usually nonot ~~longer~~sustainable inand ~~service~~can orlead ~~deemed~~to ~~obsolete. Substantially~~geohazards, ~~all~~such ofas ~~this~~land ~~equipment~~subsidence ~~was~~and ~~located~~fissuring. atIn ~~our~~coastal areas, ~~administrative~~draining ~~office~~excess inwater ~~Vancouver,~~from ~~British~~aquifers ~~Columbia,~~can ~~Canada~~lead to salt water contamination, which, ~~effective~~makes ~~August~~the 31water unfit for drinking and agricultural uses. In some areas, ~~2008~~authorities are having the aquifers artificially recharged with treated wastewater, ~~was~~using ~~closed~~either injection or infiltration methods. It is necessary to plan aquifer recharge carefully using reclaimed water to avoid chemical or microbial contamination.

~~Loss~~Surface onfreshwater levels ~~dissolution~~around the world are shrinking. Although fluctuations in water levels have been typical throughout history, some believe they are lowering more rapidly than usual, partly due to global warming and human overuse. The Aral Sea in Central Asia, which is now one quarter its original size, is a dire example. Diverting large amounts of ~~foreign~~water ~~subsidiary~~from the sea for agricultural purposes was the main factor in its disappearance. The Great Lakes in Michigan in the United States are experiencing record lows that may be due to global warming. Africa’s Lake Chad is now one-twentieth the size it was in the mid-1960s – calculated to be caused by drier climate conditions and irrigation diversion. Between 1983 and 1994, 50% of the lakes’ reduction was estimated to be from agriculture. Lake Chapala in Mexico has been reduced to about one quarter of its original size, mostly due to upstream agricultural development. As the world’s freshwater supplies diminish, many will turn to water conservation tactics, such as water recycling and reuse to keep us afloat.

~~PhytoMedical~~Our Ltd. provided administrative services to our Canadian office. We ceased to conduct business in Canada, effective August 31, 2008 and closed this office. As a result, we dissolved PhytoMedical Ltd. and eliminated all intercompany balances, effective January 1, 2009. We recorded a loss on our investment in PhytoMedical Ltd. equal to the accumulated other comprehensive income at the time of the dissolution.Business

~~Liquidity~~Our business is to identify, license, develop and/or ~~Capital~~commercialize ~~Resources~~various novel, environmentally sound, technically and economically feasible, and cost effective technologies for water, air and soil pollution treatment and purification. We are developing new technologies for the removal of target elements, compounds, toxic, and hazardous materials; and for recovering valuable elements and compounds from water.

~~The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern.~~ We have ~~incurred~~developed ~~cumulative~~the ~~losses~~patent ofpending ~~$26,140,372~~BluFlowTM Treatment ~~through December 31~~System, ~~2009, do not have positive cash flows from operating activities, and had negative working capital of $1,000,766 as of December 31, 2009. Additionally, we have expended~~ a ~~significant~~first ~~amount~~ of ~~cash in developing~~ its ~~technology. We~~kind ~~face~~water ~~all the risks common to companies that are relatively new, including under capitalization~~ and ~~uncertainty~~wastewater oftreatment ~~funding~~solution ~~sources,~~which ~~high~~incorporates ~~initial~~BluFlowTM ~~expenditure levels, uncertain revenue streams,~~ Pure and ~~difficulties~~the inBluFlowTM ~~managing~~AUT ~~growth. These conditions raise substantial doubt about our ability~~ to ~~continue~~target ~~as a going concern. Management recognizes that in order to meet our capital requirements,~~ and ~~continue~~remove tochemicals/pollutants ~~operate, additional financing will be necessary. We expect to raise additional funds through private~~ and/or ~~public~~valuable ~~equity~~elements ~~investments in order to expand the range~~ and ~~scope~~compounds ~~of its 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~~from, ifand ~~at all. If we are unable~~ to further ~~raise additional capital or generate positive cash flow~~purify, ~~it is unlikely that we will be able to continue as a going concern~~water. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Our~~Existing ~~principal~~Competing source of liquidity is cash in the bank. At December 31, 2009, we had cash and cash equivalents of $75,291. We have financed our operations primarily from funds received pursuant to the 2007 Private Placement completed by us in September 2007, raising net proceeds of $3,109,500.Technologies

~~Net~~The ~~cash~~EPA ~~used~~reports inthat ~~operating~~90% ~~activities~~of ~~was $590,542 for~~ the ~~year~~world’s water ~~ended~~is ~~December~~contaminated ~~31, 2009 compared to $1,496,700 for the same period~~ in ~~2008~~some way. ~~The~~ ~~decrease~~A number of ~~$906,158~~methodologies inhave ~~cash~~been ~~used~~developed ~~in operating activities was substantially due~~ to ~~decreases~~treat incontaminated ~~investor~~water; ~~relations~~among ~~expense~~the ofmost ~~$488,702,~~widely used ~~research and development expense of $265~~technologies,~~890,~~ ~~wages~~or ~~and~~variations ~~benefits~~thereof ~~of $69,862~~ (~~excluding non-cash stock compensation expense of $13~~collectively,~~624),~~ ~~and other operating expenses of $75,101 during~~ the ~~year ended December 31, 2009 compared to 2008. See~~ “~~Results~~Conventional ofTreatment ~~Operations~~Technologies”), ~~above for further discussion regarding the decrease in these expenses.~~are:

Net cash used in investing activities was $0 for the year ended December 31, 2009 compared to $21,173 during the same period in 2008. During the year ended December 31, 2008, we purchased

~~$6,173~~· ofActivated ~~equipment and paid $15,000 to Dartmouth College for a license fee.~~carbon;

~~Net~~· ~~cash~~Membrane used in financing activities was $0 for the year ended December 31, 2009 compared to $250,000 for the same period in 2008. During the year ended December 31, 2008, we repaid $250,000 of the outstanding principal balance on its notes payable. systems;

On· ~~March~~Particle 2, 2010 we borrowed $40,000 from a non affiliated third party. The loan is reflected by a convertible promissory note, having a one year term, in the principal amount of $40,000 and bearing interest at the rate of 8.50% per annum, which interest is accrued and payable on the maturity date of the convertible promissory note, unless the holder of the convertible promissory note elects to convert all or any portion of the accrued and unpaid interest into shares of our common stock at the then applicable conversion price. The convertible promissory note is convertible into shares of our common stock at an initial conversion price of $0.01 per share. The conversion price of the convertible promissory note is subject to adjustment upon the occurrence of certain specified events. In addition, in the event we issue any shares of our common stock or securities convertible or exercisable for shares of our common stock at a price which is less than the then applicable conversion price, the conversion price will be reduced to such lower price.separation;

~~Related~~· ~~Party~~Advanced ~~Transactions~~oxidation;

~~Wages~~· ~~and~~Ion ~~benefits~~exchange

~~During~~· ~~the~~Reverse years ended December 31, 2009 and 2008, we incurred $263,052 and $260,332 in wages and benefits expense for services rendered by Mr. Greg Wujek, one of our Directors and our former President and Chief Executive Officer. Osmosis);

In· ~~addition,~~Biological ~~during~~contractors ~~the years ended December 31, 2009~~ and ~~2008,~~reactors; ~~the Company recorded $0~~ and $13,624 in stock based compensation expense related to the amortization of a stock option previously granted to Mr. Wujek to purchase 2,000,000 shares of our common stock at an exercise price of $0.52 per share, which is included in wages and benefits.

~~Director~~· ~~fees~~Nano-filtration.

~~Non-employee~~Some ~~Board~~of ~~members~~the ~~receive~~major ~~$750~~market ~~per~~competitors ~~quarter~~include: Calgon ~~for~~Carbon ~~services~~Corporation, ~~rendered~~Siemens, inAG ~~the~~(Siemens ~~capacity~~Water ofTechnologies, aInc.), ~~Board~~General ~~member~~Electric ~~plus~~Company ~~$100~~(Water ~~per~~and ~~Board~~Process ~~meeting~~Group), Xylem ~~attended~~Inc. ~~During the years ended December 31~~, ~~2009~~Viola ~~and 2008~~Environment, ~~the~~S.A ~~Company incurred $6,800~~ and ~~$9,750~~Norit ~~in non-employee director fees~~NV.

~~Notes~~Our ~~payable~~milestones to date are:

We· ~~had~~developing ~~arranged~~our ~~with~~proprietary ~~Mr.~~patent ~~Harmel~~pending S.BluFlowTM ~~Rayat,~~Treatment ~~former~~System ~~Chief~~through ~~Financial Officer, former Director, and~~ our former majority shareholder, a loan amount up to $2,500,000 that may be drawn down on an “as needed basis” at a rate of prime plus 3%. Effective September 15, 2008, Mr. Rayat and we terminated this loan agreement~~. During~~ ~~the year ended December 31, 2008, we repaid $250,000 to Mr. Rayat~~ with the accrued interest of $67,664. 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 bears interest at an annual rate of 8.50%. During the years ended December 31, 2009 and 2008, we recorded $63,750 and $69,883 in interest expense related to the promissory note. At December 31, 2009, accrued interest on the $750,000 remaining promissory note was $307,223 and is included in interest payable. The entire principal and accrued interest is due and payable on demand. The carrying value of notes payable and accrued interest approximates fair value at December 31, 2009, based on their liquidity.APC

developing, through APC, the BluFlow^TM AUT;

developing proprietary patent pending equipment and process to produce customized absorbent BluFlow^™Pure particles at commercial scales;

obtaining an exclusive worldwide license from the UCSB to certain technologies relating to highly specialized nanoparticles, initially developed at UCSB for potential water treatment applications, which are the subject of three patent applications ;

preparing a patent application for the regeneration process of the BluFlow™ Pure particles – an important step for economical reuse of the BluFlow™ Pure particles;

ongoing development of new intellectual property during the course of its research and development and intends to file additional patent applications to protect its intellectual property; and

Our Products and Underlying Technologies

We, our agreement with APC, have designed and developed the patent pending BluFlow™ Treatment System, which incorporates BluFlow^TM Pure and BluFlow^TMAUT. We believe that the patent pending BluFlow™ Treatment System is superior to Conventional Treatment Technologies, both with respect to the variety and nature of the substances, target parameters, and contaminants it may remove; and the low operating and maintenance cost associated in doing so.

On March 1, 2010, Mr. Rayat agreed to convert the then outstanding balance of the note payable and accrued and unpaid interest thereon to a fixed three (3) year term convertible note bearing interest at the rate of 8.50% per annum, which interest is accrued and payable on the maturity date of the convertible promissory note, unless the holder of the convertible promissory note elects to convert all or any portion of the accrued and unpaid interest into shares of our common stock at the then applicable conversion price. The ~~convertible~~BluFlowTM ~~promissory~~Pure note is convertible into shares of our common stock at an initial conversion price of $0.01 per share. The conversion price of the convertible promissory note is subject to adjustment upon the occurrence of certain specified events. In addition, in the event we issue any shares of our common stock or securities convertible or exercisable for shares of our common stock at a price which is less than the then applicable conversion price, the conversion price will be reduced to such lower price.Advantage

~~All~~Even ~~related~~though ~~party~~nanotechnology has ~~transactions~~been ~~are~~around ~~recorded~~for atdecades, the ~~exchange~~use ~~amount~~of ~~established~~nanotechnology in water purification and ~~agreed~~chemical product collection has faced several impediments that have slowed its commercial introduction. First, there is a high cost in producing nanoparticles. Second, specialty or boutique nanoparticles have been very difficult to ~~between~~manufacture ~~related~~in ~~parties~~sufficiently ~~and~~large ~~are~~quantities. Third, nanoparticles have been difficult to customize for removal of individual contaminants in wastewater or to collect target chemicals in the ~~normal~~industrial process. ~~course~~Therefore, ofthere ~~business~~are currently no treatment systems that utilize nanoparticles to treat water or wastewater using the techniques and methods we have developed.

~~Other~~BluFlowTM Pure ~~Contractual~~hold ~~Obligations~~the promise of improving the water purification process on two important levels:

As· ofThe ~~the~~first ~~balance~~and ~~sheet~~most ~~date,~~basic welevel dois ~~not~~that ~~have~~they ~~any~~allow ~~contractual~~for ~~obligations other than~~ the ~~notes~~absorption ~~payable~~and removal of ~~$750,000,~~a ~~accrued~~wide ~~interest~~range ofor ~~$307,223,~~specific ~~and~~target $1substances,~~313~~ ~~related to the Shareholder Communications Agreement~~contaminates, asor ~~discussed~~pollutants ~~above~~from water.

~~Off-Balance~~· ~~Sheet~~The ~~Arrangements~~second level is the use of BluFlow™ Pure as part of manufacturing processes to collect valuable elements and compounds from water based solutions for economic benefit of beneficial reuse.

We· ~~have~~Third, nohaving ~~off-balance~~the ~~sheet~~ability ~~arrangements~~to meet effluent discharge limitations and demonstrate compliance with State, Federal, and local wastewater discharge and Clean Water Act Regulations.

~~Recently~~We ~~Issued~~have ~~Accounting~~developed a ~~Pronouncements~~patent pending proprietary system for precisely formulating, producing, and deploying customizable absorbent nanoparticles to specific functionality for contaminant/chemical removal and/or extraction of valuable elements and compounds from water based solutions. Additionally, BluFlowTM Pure has the advantage of being able to be recovered and reused multiple times without loss of efficiency, thereby providing a technical, economical, and cost effective means of utilizing nanoparticles.

InBenefits ~~June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement~~ of ~~Financial Accounting Standard (“SFAS”) No. 168, “The FASB Accounting Standards Codification and~~ the ~~Hierarchy~~BluFlowTM of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162” (SFAS 168). This statement modifies the Generally Accepted Accounting Principles (“GAAP”) hierarchy by establishing only two levels of GAAP, authoritative and nonauthoritative accounting literature. Effective July 2009, the FASB Accounting Standards Codification (“ASC”), also known collectively as the “Codification,” is considered the single source of authoritative U.S. accounting and reporting standards, except for additional authoritative rules and interpretive releases issued by the SEC. Nonauthoritative guidance and literature would include, among other things, FASB Concepts Statements, American Institute of Certified Public Accountants Issue Papers and Technical Practice Aids and accounting textbooks. The Codification was developed to organize GAAP pronouncements by topic so that users can more easily access authoritative accounting guidance. It is organized by topic, subtopic, section, and paragraph, each of which is identified by a numerical designation. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. We adopted SFAS 168, effective October 1, 2009, the beginning of our fourth quarter ended December 31, 2009.AUT

InOur ~~September~~BluFlowTM AUT ~~2009,~~is ~~the~~a ~~FASB~~proprietary ~~issued~~fully ~~ASC~~automated ~~820-10~~process ~~Measuring~~to ~~Liabilities~~recover atwater ~~Fair~~from ~~Values~~waste ~~(“ASC~~or ~~820-10”)~~impure streams. The ~~ASC~~BluFlowTM ~~820-10~~AUT ~~provides~~achieves ~~additional~~usable ~~guidance~~water onrecovery ~~how~~of ~~companies~~85 ~~should measure liabilities at fair value. Specifically~~-95%, ~~the~~a ~~fair~~significant ~~value~~increase ofover aconventional ~~liability~~technologies such isas ~~not~~reverse ~~adjusted~~osmosis toor ~~reflect~~multistage ~~the~~reverse ~~impact~~osmosis ofwith ~~contractual~~chemical ~~restrictions~~treatment that ~~prevent~~only ~~its transfer. We adopted ASC 820-10, effective October 1, 2009, which did not~~ have ausable ~~material~~water ~~impact~~recoveries ~~on our consolidated financial position, results~~ of ~~operations,~~50 ~~and cash flows~~-60%.

The BluFlow^TM Treatment System

We have developed the patent pending BluFlow^TMTreatment System, a first of its kind, integrated water and wastewater treatment system which incorporates IP directly or indirectly controlled by us, including BluFlow^TM Pure and the BluFlow^TM AUT to remove target elements, compounds and pollutants and purify water that may be suitable for reuse. Unlike Conventional Treatment Technologies that utilize multiple systems to remove target pollutants and treat water and wastewater, the patent pending BluFlow^TM Treatment System is unique because it is a single integrated system that simultaneously permits the removal of target chemicals/pollutants and further purifies the remaining water with minimal reject wastewater (5-15% compared to 40-50% for conventional technologies such as reverse osmosis). We anticipate rolling out a commercially ready patent pending BluFlow^TM Treatment System within the next 18 months, subject to additional financing, pilot studies, and field testing evaluations.

~~DESCRIPTION~~Application OFof ~~OUR~~the ~~BUSINESS~~BluFlow™ ~~AND~~Treatment ~~PROPERTY~~Systems

~~You~~Over ~~should~~time ~~rely~~we believe ~~only~~that on the ~~information~~BluFlow™ ~~contained~~Treatment inSystems ~~this~~can ~~Prospectus~~be orutilized any supplement hereto. We have not authorized anyone to provide you with different information. If anyone provides you with different information you should not rely on it. We are not making an offer to sell the shares in ~~any~~virtually ~~jurisdiction~~all ~~where~~segments ~~the offer is not permitted. You should not assume that the information contained in this Prospectus is accurate as~~ of ~~any date other than~~ the ~~date~~water onand ~~the~~wastewater treatment ~~front~~and ~~cover~~purification ofmarket; ~~this~~initial ~~Prospectus~~target ~~regardless~~markets ofare ~~the~~further ~~date~~described ~~of delivery of this Prospectus or any supplement hereto, or the sale of the shares~~below. ~~Our business, financial condition, results of operations and prospects may have changed since that date.~~

WeTreatment obtained statistical data and certain other industry forecasts used throughout this Prospectus from market research, publicly available information and industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of ~~the~~Cleaning ~~information.~~Contaminated ~~Similarly,~~Groundwater ~~while~~with ~~we believe that~~ the BluFlowTM ~~statistical~~Treatment and industry data and forecasts and market research used herein are reliable, we have not independently verified such data. We have not sought the consent of the sources to refer to their reports or articles in this Prospectus.System

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

~~Corporate~~If ~~History~~we were to sell our patent pending BluflowTM Treatment System to these private well water users at a comparable cost of a Culligan Softwater Treatment System ($8,000) and we, over a period of time, was able to capture 5% of the market (100,000 wells), the sales of the patent pending BluFlowTM Treatment System would generate revenues of $800,000,000. Assuming a profit of 20%, our profits would be $160,000,000.

WeInorganic arsenic (“arsenic”), a carcinogenic toxic metal that has been linked to many forms of cancer, is one of the most frequent elements that exceeded the health standards set by the EPA. In a February 2000 report, the Natural Resources Defense Counsel analyzed data compiled by the EPA on arsenic in drinking water in 25 states. Their most conservative estimates based on the data indicated that more than 34 million Americans were drinking tap water supplied by systems containing average levels of arsenic that posed unacceptable cancer risks and consider it likely that as many as 56 million people in those 25 states were drinking water with arsenic at unsafe levels - and that’s just the 25 states that reported arsenic information to the EPA. Globally, there are anmany ~~early~~countries ~~stage~~where ~~research~~arsenic in drinking-water has been detected at concentrations greater than health based ~~pharmaceutical~~levels. ~~company~~These ~~focused~~include onArgentina, ~~research~~Australia, ~~development~~Bangladesh, Canada, ~~and~~Chile, ~~commercialization~~China, ofHungary, ~~pharmaceutical~~India, ~~products~~Mexico, Peru and Thailand.

~~Originally~~In ~~incorporated~~instances inwhere ~~the~~a ~~state~~well ofmay ~~Utah~~be incontaminated with ~~1986~~arsenic ~~through~~and ~~migratory~~contain ~~mergers~~hard water, wethe ~~changed~~patent ~~our~~pending ~~domicile~~BluFlowTM ~~first~~Treatment toSystem ~~Delaware~~will inboth ~~1996~~remove ~~and~~the arsenic and then toreduce ~~Nevada~~the inhardness ~~2001.~~of ~~We have changed our name several times,~~ the ~~most~~water ~~recent~~making ~~being~~it onusable ~~September~~for 7,high ~~2004,~~quality ~~when~~water weapplications ~~changed~~with ~~our~~minimal ~~name~~reject ~~from~~water ~~Enterprise~~(5 ~~Technologies,~~- ~~Inc.~~15% compared to ~~PhytoMedical~~40 ~~Technologies,~~- ~~Inc.,~~50% tofor ~~more~~conventional ~~fully~~reverse ~~reflect our business~~osmosis).

~~Our~~Industrial ~~authorized~~Wastewater ~~capital~~Treatment with ~~consists~~the ofBluFlowTM ~~2,000,000,000~~Treatment shares of common stock, $0.00001 par value per share (of which 201,487,995 shares were issued and outstanding on March 26, 2010) and 1,000,000 shares of preferred stock, $0.25 par value per share, none of which are issued and outstanding. System

~~Since~~Another market segment which we ~~have~~plan ~~not~~to enter ~~yet~~is ~~submitted~~the ~~any~~U.S. ~~products~~industrial wastewater market and in particular, industrial facilities that need to recycle and reuse their waste water or ~~any~~purify ~~elements~~that water prior to discharge. Manufacturers, including major pharmaceutical companies have legally released 271 million pounds of various chemicals into America’s waterways, including those that provide our ~~research~~citizens ~~and~~with ~~development~~drinking ~~efforts~~water. Industrial process water that contains undesirable contaminants currently poses a significant problem for ~~regulatory~~sewage ~~approval~~treatment plants. Therefore, the ~~statements~~EPA ~~contained~~has inimposed ~~this~~stringent ~~prospectus~~wastewater ~~regarding~~discharge ~~our~~guidelines ~~ongoing~~that ~~research~~require ~~and~~the ~~development~~purification ~~and~~of ~~the~~industrial ~~results~~use ~~attained~~water before byit usis ~~to-date~~discharged ~~have~~into ~~not~~the ~~been~~environment. ~~evaluated~~The bypatent ~~the~~pending ~~FDA~~BluFlowTM orTreatment ~~any~~System ~~other~~provides ~~governmental~~industrial orwater users ~~regulatory~~an ~~agency.~~environmentally ~~Please~~friendly ~~refer~~and tocost ~~“RISK~~effective ~~FACTORS~~means for purifying their waste water.”

Our Ongoing Cancer Research

Dartmouth Sponsored Research Agreement

Since the expiration of our Sponsored Research Agreement with Dartmouth on September 30, 2009, we are continuing our independent research and development of a novel class of anti-cancer agents which have a ‘cytotoxic’ or poisonous affinity for cancer cells, and are designed to bind tightly to cancer cell DNA (deoxyribonucleic acid), which is the blueprint of life for the cancer cell. Previous studies conducted by Dartmouth using a leukemia mouse cell line, have demonstrated that such binding (or intercalation) should stop the replication of the DNA, and, ultimately, lead to the death of the cancer cell.

WeThe ~~have~~patent ~~developed~~pending BluFlowTM Treatment System efficiently treats industrial water by targeting and ~~tested~~removing ~~new~~the ~~examples~~offending ofchemical ~~such~~contaminant(s) which ~~compounds~~can ~~known~~then tobe ~~bind~~removed toand ~~DNA,~~disposed ~~called~~of ~~bis-acridines. These~~in ~~compounds~~compliance ~~are~~with ~~related~~applicable toenvironmental ~~D11B~~regulations. Moreover, the ~~anti-cancer~~BluFlowTM AUT ~~compound~~component ~~licensed~~of bythe ussystem ~~from~~can ~~the~~further ~~Dartmouth~~purify ~~Trustees. Throughout~~between ~~2009,~~85% weand ~~prepared~~95% ~~starting~~the ~~materials~~cleaned ~~and~~water ~~designed,~~(as ~~tested,~~opposed ~~and~~to ~~synthesized~~conventional ~~bis-acridines~~reverse ~~which~~osmosis systems ~~were~~that ~~then~~can ~~evaluated~~purify inonly ~~human~~40% ~~cancer~~to ~~cells. These~~50% ~~tests~~of ~~were~~water) ~~undertaken~~and insend ~~order~~it back to ~~identify~~the ~~new~~manufacturing ~~compounds~~plant for ~~potential~~reuse ~~medicinal~~in ~~formulation~~the industrial process, thereby ~~further~~providing ~~testing~~water ~~and,~~usage ifefficiency ~~warranted,~~as well as additional economic benefit to the ~~eventual~~industrial ~~preparation~~manufacturer ~~and~~in ~~filing~~terms of ansavings in ~~Investigational~~water ~~New~~and ~~Drug~~energy ~~(“IND”)~~usage ~~Application~~and ~~with~~disposal ~~the FDA~~costs.

~~Following~~For ~~research~~example, ~~outcomes~~in ~~from~~California, disposal ~~early~~of ~~lab~~a ~~tests,~~55 ~~scientists~~gallon ~~conducted~~drum inof ~~vivo~~water ~~(animal)~~containing ~~tests~~hazardous tosubstances ~~determine~~currently ~~the~~costs ~~effectiveness~~approximately ~~(efficacy)~~$800 ~~and~~per ~~toxic~~drum; ~~side-effects~~while ~~(toxicity)~~less than 10% of ~~D11B~~the ~~and~~water ~~other~~volume ~~such~~is ~~compounds. These~~actually ~~compounds~~hazardous ~~were~~material. ~~administered~~By toutilizing ~~specimens~~the ~~with~~BluFlow™ ~~difficult-to-treat~~Treatment ~~human~~System ~~brain~~and ~~cancer~~its ~~SF295~~ability ~~glioblastoma~~to ~~xenografts~~remove specific ~~and,~~contaminants ~~according~~from ~~to researchers~~water, ~~D11B~~the ~~proved~~customer tocould bepotentially ~~least~~reduce ~~toxic~~their ~~and~~disposal ~~extremely~~costs ~~effective~~by inover ~~controlling~~90%, ~~the~~representing ~~growth~~a potential savings of ~~SF295~~$720 ~~human~~per ~~glioblastoma xenografts~~drum.

InUtilizing ~~all~~the ~~cases~~BluFlowTM Treatment ~~where~~System ~~specimens~~To ~~were~~Extract ~~treated~~Valuable ~~for~~Elements ~~human~~and ~~glioblastoma brain cancer using our D11B compound, researchers:~~Compounds

~~· reported~~Fermentation systems and separation technologies are widely used to produce a range of natural chemicals for food, cosmetics, toiletries, industrial use and pharmaceuticals. The current fermentation and separation processes often limit productivity as they use significant ~~reduction~~amounts of inenergy, ~~tumor~~require ~~size;~~large ~~prolonged~~amounts ~~lifespan~~of water for cleaning, must be shut down for repairs and experience buildup of 46biofilms; accordingly, the separation process can amount to 30%~~-plus~~ ~~for~~to 60% of the ~~treated~~production ~~group~~costs. ~~versus~~The unique capability of customizing BluFlow™ Pure to target specific valuable elements and compounds will be of particular benefit to these potential customers. Because BluFlow™ Pure doesn’t require the ~~control~~use ~~group;~~of additional energy or water they allow the customer to be more cost competitive and increase their profit margins. Additionally, the BluFlowTM AUT reduces corrosion and buildup of biofilms, thereby reducing the need for repairs and clean outs.

~~· reported~~For ~~notably~~example, ~~enhanced~~citric acid ~~chemotherapeutic~~is ~~effect~~used in a broad array of applications, including foods and beverages (primarily as an acidulant, preservative and flavor enhancer), pharmaceuticals, household detergents and cosmetics. The worldwide production of citric acid is 1,600,000 metric tons (“Tones) (this equals 1,760,000 US tons, or 3,520,000,000 pounds). The retail selling price is approximately $2/lb, translating to a $7 billion a year business worldwide. About half the ~~compound;~~ citric acid produced is used is in the US and Europe, though China accounts for 40% of production. The estimated cost of production is $0.75 to $1.00/lb (depending on the country in which the chemical is produced) and about 15% of that is associated with the purification process, between $0.11 and $0.15/lb.

~~· observed~~By ~~“tumor~~using ~~cured”~~the patent pending BluFlowTM Treatment System in ~~one~~the purification process, and assuming a savings of only $0.07/lb (approximately 50% of the ~~specimens~~purification ~~with~~cost), if we received only $0.01/lb, revenues generated from the ~~deadly~~patent ~~glioblastoma~~pending ~~cancer~~BluFlowTM Treatment System would be $350,000,000 for the total global market for citric acid. If we could capture only 1 to 2% of the total market, revenues generated from the patent pending BluFlowTM Treatment System would be $3,500,000 to $7,000,000 per year for citric acid alone.

~~Interpreting~~Another ~~the~~example ~~data~~is lactic ~~collected~~acid, ~~from~~which ~~these~~is ~~important~~used ~~efficacy~~in plastics, emulsifiers, pharmaceutical and ~~toxicity~~cosmetic ~~tests~~applications. The worldwide production is 328,900 ~~researchers~~Tones ~~concluded~~(this ~~that~~equals ~~our~~360,000 ~~anti-cancer~~US ~~compound~~tons, ~~D11B~~or 720,000,000 ~~may~~pounds). ~~“…have~~The ~~its~~retail ~~selectivity~~selling inprice ~~killing~~is ~~SF295~~approximately $1.10/lb, ~~human~~meaning ~~glioblastoma~~worldwide ~~cells~~it is a $792,000,000 a year business.~~” The~~ ~~ability~~Production tocosts ~~selectively~~are ~~target~~in ~~and~~the ~~kill~~$0.50-$0.75/lb ~~specific~~range ~~cancer~~(depending ~~cells~~on the country in which the chemical is anproduced), ~~important~~with ~~consideration~~China accounting for ~~the~~a ~~treatment~~large percentage of ~~cancers~~overall inproduction, ~~vital~~~40%, ~~organs~~and ~~such~~about 15% asof that is in the ~~brain~~purification process, ~~where~~between ~~glioblastoma~~$0.08 isand ~~exhibited~~$0.11/lb.

Based upon the results of in vivo efficacy and toxicity tests, we have initiated efforts to develop an intravenous (“IV”) formulation of D11B. Accordingly, we have contracted a drug formulation company, Latitude Pharmaceuticals, Inc. (“Latitude”) to assist us in the development of such an IV formulation of D11B.

Glioblastoma is the most common and aggressive form of brain cancer, and is often highly-resistant to chemotherapy and other conventional treatments. Currently, there is no effective treatment or cure of glioblastoma. Additionally, surgical removal, such as complete resection of the tumor, in combination with the most current and aggressive treatments continues to result in low survival rates.

As of September 30, 2009, the termination date of the Sponsored Research Agreement with Dartmouth, Dartmouth has concluded its research and development, and provided us with, we believe, a key anti-cancer compound for glioblastoma, D11B. We are now independently continuing to research and develop the D11B compound.

Dartmouth License Agreement

On September 1, 2008, we entered into Dartmouth License Agreement with the Dartmouth Trustees, pursuant to which we have exclusive rights to develop, market and distribute a novel class of synthesized compounds known as bis-intercalators. These anti-cancer agents have a ‘cytotoxic’ or poisonous affinity for cancer cells.

Under the terms of the Dartmouth License Agreement, we are obligated to pay annual license maintenance fees to the Dartmouth Trustees, in addition to an upfront payment of $15,000 within 30 days

ofBy ~~execution~~using ofthe patent pending BluFlowTM Treatment System in the ~~agreement~~purification process, ~~with~~and ~~such~~assuming ~~payment~~a ~~already~~savings ~~having~~of ~~been~~only ~~made~~$0. ~~Additionally~~06/lb (approximately 50% of the purification cost), if we ~~are~~received ~~required~~only to$0.01/lb, ~~make~~revenues ~~milestone~~generated ~~payments~~from tocost savings associated with the ~~Dartmouth~~purification process ~~Trustees~~would ifbe $7,920,000 ~~and~~on the total global market for citric acid. If we could capture only ~~when~~1 to 2% of the total market, ~~specific~~revenues generated ~~clinical~~would ~~and~~be ~~regulatory~~$79,200 ~~approval~~to ~~milestones~~$158,400 ~~are~~per ~~achieved~~year for lactic acid alone.

~~Throughout~~The ~~the~~patent ~~duration~~pending BluFlowTM ofTreatment ~~the~~System ~~Dartmouth~~can ~~License~~be ~~Agreement,~~used ~~we are obligated~~ to ~~make~~process ~~royalty~~a ~~payments~~wide torange ~~the Dartmouth Trustees based on the net sales~~ of ~~products~~chemicals ~~derived~~as ~~from~~well ~~the~~as ~~Dartmouth License Agreement, if any. We are also obligated~~ to ~~reimburse~~ the ~~Dartmouth~~nutraceutical ~~Trustees~~and ~~all~~pharmaceutical manufacturing ~~costs~~process ~~incurred for filing, prosecuting~~ and ~~maintaining~~we ~~any~~intend ~~licensed patents related~~ to ~~the~~conduct ~~Dartmouth~~field ~~License~~tests ~~Agreement,~~to ~~throughout~~determine the ~~duration~~cost ofsavings ~~the~~associated ~~agreement.~~with Wespecific ~~are~~valuable ~~required to undertake the development, regulatory approval,~~ elements and ~~commercialization,~~compounds ofonce ~~products derived from~~ the ~~Dartmouth~~patent ~~License~~pending ~~Agreement,~~BluFlowTM ifTreatment ~~any,~~System ~~and~~prototype ~~pursue~~is ~~collaborative commercial partnerships, if viable~~completed.

~~Pursuant~~Sales ~~to Rule 24b-2, we submitted a request to the SEC for confidential treatment of certain portions of the Dartmouth License Agreement, relating to the payment terms~~ and ~~certain~~Engineering ~~provisions~~Channel under the Dartmouth License Agreement. Our request was granted by the SEC on March 9, 2009. Accordingly, certain terms of the Dartmouth License Agreement do not need to be released to the public until August 5, 2013.Partnerships

~~Latitude~~We ~~Agreement~~recognize that sales models will require the identification and alignment with strategic partners, or the right acquirers, for the business to successfully sale; installation, operations, and maintenance service of the BluFlow™ Water Treatment Systems that are integrated into a customer’s processes or facilities; or parcel of property, on a national and global basis. Accordingly, we anticipate we will require higher initial working capital.

OnWe ~~July~~intend 6,to ~~2009,~~go ~~we entered into a fee-for-services agreement with Latitude, which was amended on October 23, 2009 (the “Latitude Agreement”),~~ to market ~~assist~~by usestablishing inand ~~the~~leveraging ~~development~~strategic ofpartnerships anfor IVsales ~~formulation~~channels ofand ~~our~~sales ~~anti-cancer~~engineering ~~compound~~support ~~for~~as ~~glioblastoma,~~well ~~D11B,~~as for ~~use in~~ ongoing engineering ~~and~~assessment, ~~future~~design, ~~testing~~fabrication, ~~to determine the compound’s efficacy~~ and ~~toxicology~~installation ~~evaluation~~ and, ifmaintenance ~~warranted future early stage human clinical trials. Under the terms~~ of the ~~Latitude~~BluFlow™ ~~Agreement,~~Water weTreatment ~~retain all rights, including but not limited to intellectual property rights, to formulations and products developed, if any~~Systems.

~~Competition~~In conjunction with a major United States Professional Engineering & Consulting Firm serving numerous clients, including Fortune 50 & 100 clients, we have conducted a treatability study of its BluFlow™ Treatment System for the treatment of contaminated groundwater as a necessary step in anticipation of upcoming field tests at sites to be designated by the engineering firm.

~~Our~~Additional ~~commercial success will depend on our ability~~ channel and ~~the~~engineering ~~ability~~partnership ofselection ~~its~~criteria ~~sub-licensees,~~will ifbe ~~any,~~assessed toand ~~compete~~based ~~effectively~~on inthe ~~product development areas such as~~sector, ~~but not limited to~~application, ~~safety~~geography, ~~efficacy,~~reputation ~~ease~~and customer base of ~~use,~~the ~~patient~~selected orengineering ~~customer compliance, price, marketing~~ and/or ~~distribution.~~consulting ~~There~~firms ~~can~~as bewell noas ~~assurance~~other ~~that~~success ~~competitors~~factors ~~will~~important ~~not~~to ~~succeed~~us infor ~~developing~~our ~~products~~long term ~~that~~growth, ~~are~~profitability, ~~more effective than any products derived from our research~~ and ~~development~~value ~~efforts~~opportunities ~~or that would render such products obsolete~~ and ~~non-competitive~~enhancement.

The ~~pharmaceutical~~BluFlowTM ~~and~~Treatment System ~~biotechnology~~Competitive industries are characterized by intense competition, rapid product development and technological change. Most of the competition that we encounter will come from companies, research institutions and universities who are researching and developing technologies and products similar to or competitive with any we may develop.Advantage

~~These~~We ~~companies~~believe ~~may~~that ~~enjoy~~the patent ~~numerous~~pending ~~competitive~~BluFlowTM Treatment System has significant technical advantages over the Conventional Treatment Technologies and that its offers a better value proposition, ~~including~~performance and return on investment for customers. Compared to conventional water treatment processes, the patent pending BluFlowTM Treatment System has the following advantages:

significantly greater name recognition

System Type

High Capital

Expenditure

Saves

Energy

Costs

Saves

Water

Costs

Can Extract

Valuable

Elements and

Compounds

Can Target

Chemicals/

Pollutants

BluFlow^TMTreatment System

No. It is one integrated treatment system for pollutant removal and wastewater treatment

Yes. One system. Does not require as much energy to work.

Yes. Purifies 85% to 95% of water for beneficial reuse.

Yes. Can extract valuable elements and compounds.

Yes. Economic benefit to target elements or compounds that can be extracted for reuse or sale.

Conventional Water Treatment Systems

Yes. Multiple systems used to remove pollutants and treat wastewater

No. Energy intensive.

No. Purifies only 50% to 60% of water for reuse.

No. Cannot extract valuable elements and compounds.

established relations with healthcare professionals, customers and third-party payers;

established distribution networks;

additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a competitive advantage;

greater experience in conducting research and development, manufacturing, clinical trials, obtaining regulatory approval for products, and marketing approved products; and

~~· greater~~We ~~financial~~expect our water and ~~human~~wastewater ~~resources~~purification ~~for~~technology to continue to be the focus of our commercial product development, and sales ~~and~~efforts ~~marketing~~through at least 2013. However, ~~and patent~~we ~~litigation~~cannot provide assurance that any of the ongoing technology or projects under development will ultimately be successful or commercially viable or that we will pursue the following market segments in the order listed below.

AsLegal ~~a result, we may not be able to compete effectively against these companies or their products.~~Proceedings

~~Given~~We ~~the~~are ~~early~~currently ~~stage~~not aware of ~~our~~any ~~research~~other ~~and~~legal ~~development~~proceedings ~~efforts,~~or itclaims ~~has~~that ~~not yet formulated a specific marketing strategy. Ultimately,~~ we ~~plan~~believe towill ~~market products~~have, ~~if any~~individually, ~~developed~~or ~~through~~in ~~its~~the ~~current research and development efforts~~aggregate, ~~subject~~a tomaterial ~~obtaining~~adverse effect ~~regulatory~~on ~~approvals,~~our ~~through co-marketing~~business, ~~co-promotion,~~financial ~~licensing~~condition ~~and~~or ~~distribution~~operating ~~arrangements with third party collaborators~~results. No such arrangements presently exist. We believe that this approach will both increase market penetration and commercial acceptance of its products and avoid expending significant funds to develop a large sales and marketing organization.

Reliance on Limited Resources

We primarily rely on third party contract research organizations, to conduct, monitor and assess our research. We may have no control over the specifics of, and possible direction that the research may take. Accordingly, there can be no assurance that such organizations will conduct our research in a manner that will lead to the commercialization of any products.

We are also dependent upon the services of certain key collaborating scientific personnel who are not employed by us, including the principal investigator with respect to our ongoing research related to cancer. The loss of this investigator’s services could have a materially adverse effect on us, unless a qualified replacement could be found. We have no control over whether its principal investigators or other scientific personnel will choose to remain involved with our projects. Since these individuals are not bound by contract to us nor employed by us directly, they might move on to other research.

Government and Safety Regulations

FDA Regulations

We have yet to develop any products for submission for regulatory approval. Any such products submitted for approval must undergo rigorous preclinical and clinical testing and an extensive regulatory approval process before they can be marketed. This process makes it longer, harder and more costly to bring any products to market; and, we cannot guarantee that approval will be granted. The pre-marketing approval process can be particularly expensive, uncertain and lengthy. A number of products for which FDA approval has been sought by other companies have never been approved for marketing. In addition to testing and approval procedures, extensive regulations also govern marketing, manufacturing, distribution, labeling and record-keeping procedures. If we do not comply with applicable regulatory requirements, such violations could result in warning letters, non-approval, suspensions of regulatory approvals, civil penalties and criminal fines, product seizures and recalls, operating restrictions, injunctions and criminal prosecution.

Delays in obtaining, or the rejection of necessary approvals by the FDA or other government entity may also adversely affect our business. Such delays or rejection may be encountered due to, among other reasons, government or regulatory delays, lack of efficacy during clinical trials, unforeseen safety issues, slower than expected rate of patient recruitment for clinical trials, inability to follow patients after treatment in clinical trials, inconsistencies between early clinical trial results and results obtained in later clinical trials, varying interpretations of data generated by clinical trials, or changes in regulatory policy during the period of product development in the United States. In the United States more stringent FDA oversight in product clearance and enforcement activities could result in our experiencing longer approval cycles, more uncertainty, greater risk and significantly higher expenses. Even if regulatory approval is

granted, this approval may entail limitations on uses for which any such product may be labeled and promoted. It is possible, for example, that we may not receive FDA approval to market any products, based on our research and development program for broader or different applications or to market updated products that represent extensions of any such products. In addition, we may not receive FDA approval to export products in the future, and countries to which products are to be exported may not approve them for import.

Any manufacturing facilities would also be subject to continual review and inspection. The FDA has stated publicly that compliance with manufacturing regulations will be scrutinized more strictly. A governmental authority may challenge our compliance with applicable federal, state and foreign regulations. In addition, any discovery of previously unknown problems with any of our research and development efforts or products, if any, derived from such research and development, or facilities may result in marketing, sales and manufacturing restrictions, being imposed, as well as possible enforcement actions.

From time to time, legislative or regulatory proposals are introduced that could alter the review and approval process relating to our research and development programs and products, if any, derived from such research. It is possible that the FDA will issue additional regulations further restricting the sale of products based on our underlying research and development activities. Any change in legislation or regulations that govern the review and approval process relating to our future products, if any, could make it more difficult and costly to obtain approval, or to produce, market, and distribute such products even if approved.

Animal Testing

Our research and development efforts involve laboratory animals. We may be adversely affected by changes in laws, regulations or accepted procedures applicable to animal testing or by social pressures that would restrict the use of animals in testing or by actions against our collaborators or us by groups or individuals opposed to such testing.

Environmental Regulations

Our research and development programs do not generally involve the handling of potentially harmful biological materials or hazardous materials, but they may occasionally do so. We, Dartmouth and our contract research organizations are subject to federal, state and local laws and regulations governing the use, handling, storage and disposal of hazardous and biological materials. If violations of environmental, health and safety laws occur, we could be held liable for damages, penalties and costs of remedial actions. These expenses or this liability could have a significant negative impact on our business, financial condition and results of operations. We may violate environmental, health and safety laws in the future as a result of human error, equipment failure or other causes. Environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations. We may be subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups. Changes to or restrictions on permitting requirements or processes, hazardous or biological material storage or handling might require an unplanned capital investment or relocation. Failure to comply with new or existing laws or regulations could harm our business, financial condition and results of operations.

Intellectual Property

We do not own any patents regarding any of our research and development activities. We acquired the worldwide licensing rights for anti-cancer compounds from Dartmouth, effective September

1, 2008. These compounds are derived from anti-cancer agents, claimed in Dartmouth United States Patent No.: 6,187,787, for which we hold an exclusive license pursuant to the Dartmouth License Agreement. We can assert rights to addendums and future patents specific to the term of their licensing agreement with Dartmouth. Third parties could, in the future, assert infringement or misappropriation claims against us with respect to its current research and development program or future products, if any, derived from our research and development program. Whether a product infringes a patent involves complex legal and factual issues, the determination of which is often uncertain. Therefore, we cannot be certain that it has not infringed the intellectual property rights of such third parties.

Any infringement or misappropriation claim could cause us to incur significant costs, could place significant strain on our financial resources, divert management’s attention from its business and harm its reputation. If the relevant patents were upheld as valid and enforceable and we were found to infringe, it could be prohibited from continuing its research and development activities and from marketing or selling products, if any, derived from our research efforts unless it could obtain licenses to use the technology covered by the patent or are able to design around the patent. We may be unable to obtain a license on terms acceptable to it, if at all, and it may not be able to commercialize any products. A court could also order us to pay compensatory damages for such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees. These damages could be substantial and could harm our reputation, business, financial condition and operating results. Depending on the nature of the relief ordered by the court, we could become liable for additional damages to third parties.

Diabetes Research

Terminated Agreements

Iowa State University Sponsored Research Agreement

On February 1, 2007, through our wholly owned subsidiary, PolyPhenol, we entered into a Sponsored Research Agreement with ISU. Under terms of the agreement, we continued to undertake our research at ISU for development of our novel, synthesized type A-1 ‘polyphenolic’ compounds. On January 6, 2009, we provided written notice to ISU terminating the Sponsored Research Agreement between us and ISU. The termination was effective March 6, 2009.

Iowa State University Research Foundation License Agreement

On June 12, 2006, through our wholly owned subsidiary, PolyPhenol, we entered into an exclusive license agreement with ISU relating to the development, marketing and distribution of novel synthesized compounds derived from type A-1 polyphenols, which have been linked to insulin sensitivity by the USDA's Agricultural Research Service. On January 6, 2009, we gave written notice to ISURF, terminating the License Agreement between us and ISURF, effective April 6, 2009.

Research and Development

Research and development costs represent costs incurred to develop our technologies and are incurred pursuant to our sponsored research agreements with Dartmouth and ISU and third party contract research organizations. These agreements include salaries and benefits for research and development personnel, allocated overhead and facility occupancy costs, contract services and other costs.

We charge all research and development expenses to operations as they are incurred except for prepayments which are capitalized and amortized over the applicable period. Research and development expense for the years ended December 31, 2009 and 2008 were $113,826 and $379,716.

Employees

As of December 31, 2009, we had one full time employee, Mr. Greg Wujek, our President and Chief Executive Officer. Mr. Wujek resigned his position as President and Chief Executive Officer effective as of March 15, 2010. Mr. Wujek continues to serve as one of our directors. Dr. James F. Lynch was appointed a director and to the position of President and Chief Executive Officer on March 15, 2010.

Office Facilities

Our corporate office is located at ~~100~~430 ~~Overlook~~Park ~~Drive~~Avenue, ~~2nd~~Suite ~~Floor~~702, ~~Princeton,~~ New ~~Jersey~~York, ~~08540~~NY 10022. ~~Rent~~ ~~for~~Complimentary ~~this~~office ~~month-~~space is provided to~~-month~~ ~~operating~~us ~~lease~~by isone ~~$250~~of ~~per~~our ~~month~~directors; we ~~plus~~do ~~tax~~not ~~and~~have ~~variable~~any ~~charges.~~agreements ~~Pursuant~~in toplace ~~the~~regarding ~~lease~~our ~~terms,~~office wespace ~~are~~and ~~provided~~no ~~with~~assurances ahave ~~bundle~~been ofmade ~~services,~~that ~~including,~~this ~~but~~space ~~not~~will ~~limited~~continue to be provided to, ~~reception,~~us ~~phone~~on ~~and~~a ~~mail~~complimentary ~~service~~basis.

~~DIRECTORS~~Directors, Executive ~~EXECUTIVE~~Officers ~~OFFICERS,~~and ~~PROMOTERS~~Control ~~AND CONTROL PERSONS~~Persons

Directors and Executive Officers

The following table sets forth the names and ages of all of our directors and executive officers as of August 31, 2012. Our ~~board~~Board is currently comprised of ~~directors~~two ismembers. ~~comprised~~All of ~~three~~our ~~members~~directors are elected annually to serve for one year or until their successors are duly elected and qualified. Each director holds office until a successor is duly elected or appointed. Executive officers serve at the discretion of the Board ~~of Directors~~ and are appointed by the Board ~~of Directors~~. Also provided herein are brief descriptions of the business experience of each of the directors and officers during the past five years, and an indication of directorships held by each directors in other companies subject to the reporting requirements under the Federal securities law. ~~As of the date of this Prospectus, the members of our board of directors and our executive officers were as follows:~~

Name	Age	Current Position With ~~Company~~Us	Director or Officer Since
Dr. James F. Lynch(1)	49	President and Chief Executive Officer	March 15, 2010
Meetesh Patel(1)	37	President, Chief Executive Officer and Director	December 29, 2011
Greg Wujek(2)	48	Director Former President and Chief Executive Officer	April 3, 2006
Janet Bien(2)	48	Chief Financial Officer	December 29, 2011
Gary Branning (3)	56	Director Former Chief Financial Officer	September 13, 2006
Joseph Sierchio(3)	62	Director	December 29, 2011
Raymond Krauss (4)	47	Chief Financial Officer, Secretary, Treasurer, Director	October 11, 2007

(1) DrMr. ~~Lynch~~Patel was appointed the President, Chief Executive Officer and a director ~~and~~of BluFlow on October 14, 2010. Pursuant to the ~~position~~Reverse ofMerger ~~President~~Mr. ~~and~~Patel was ~~Chief~~appointed ~~Executive~~to ~~Officer~~the same positions with us on ~~March~~December 1529, ~~2010~~2011.

(2) MrMs. ~~Wujek~~Bien ~~resigned~~was ~~his~~appointed ~~position as President and~~ the Chief ~~Executive~~Financial Officer ~~effective~~of asBluFlowTM ofon ~~March~~June 159, ~~2010~~2011. MrPursuant to the Reverse Merger Ms. ~~Wujek~~Bien ~~continues~~was appointed to ~~serve~~the assame position ~~one~~with ofus ~~our~~on ~~directors.~~December 29, 2011.

~~(3) Mr. Branning was appointed to the position of Chief Financial Officer on September 5, 2008 and resigned effective December 11, 2008.~~41

(43) Mr. ~~Krauss~~Sierchio was appointed director ~~to the positions~~ of ~~Chief~~BluFlow ~~Financial~~on ~~Officer~~October 14, ~~Secretary~~2010. ~~and~~Pursuant ~~Treasurer~~to onthe ~~December~~Reverse ~~11,~~Merger ~~2008~~Mr. toSierchio ~~fill~~was ~~the~~appointed ~~vacancy~~as ~~created~~a bydirector ~~the~~of ~~resignation~~our ofon ~~Mr.~~December 29, ~~Branning~~2011.

44Biographical Information

~~Set~~Current ~~forth~~Officers ~~below are the names of all directors~~ and executive officers of the Company, all positions and offices with the Company held by each person, the period during which each has served as such, and the principal occupations and employment of such persons during at least the last five years:Directors

~~James~~Meetesh FV. ~~Lynch~~Patel. Mr. DrPatel is our President and Chief Executive Officer and a member of our Board. ~~James~~Mr. ~~Lynch~~Patel earned his Juris Doctor degree from American University, Washington College of Law, Washington, D.C. in 2000, and a Bachelor of Arts Degree in Political Science with ~~(BS)~~an ~~degree~~emphasis inon ~~chemistry~~International Relations from ~~Siena~~the University of Maryland, College Park in ~~1982~~1997. Mr. Patel is the founder and the ~~Doctoral~~senior ~~(PhD)~~counsel ~~degree~~of inthe ~~inorganic~~MVP ~~chemistry~~Law ~~from~~Group, ~~Seton~~P.A., ~~Hall~~an ~~University~~innovative ine-law ~~1986~~firm that represents businesses within the United States and throughout the world. From October 2008 to August 2010, Mr. Patel served as President, Chief Executive Officer, and Director of New Energy Technologies, Inc., a ~~Masters~~publicly intraded ~~Business~~company ~~Administration~~that ~~(MBA)~~focuses on the research, development, and eventual commercialization of emerging next generation alternative and renewable energy technologies. While at New Energy Technologies, Mr. Patel spearheaded the development of the company’s MotionPowerTM and SolarWindowTM technologies. New Energy’s MotionPowerTM energy harvesting systems are designed to generate sustainable electricity by capturing the excess kinetic energy from moving vehicles. New Energy’s SolarWindowTM technology is a first-of-its-kind innovation that enables see-thru windows to generate electricity by spraying their surfaces with electricity generating coatings. From September 2008 to August 2010, Mr. Patel also has served as the President, Chief Executive ~~Program~~Officer atand ~~Columbia~~a ~~University~~director of Microchannel Technologies Corporation. Mr. Patel’s experience in ~~1993~~managing public technology companies make him particularly qualified to be on our Board.

~~From~~Janet ~~September~~Bien. ~~2006~~Ms. Bien tois ~~February~~our ~~2010,~~Chief DrFinancial Officer. ~~Lynch~~Ms. ~~provided~~Bien ~~independent~~earned ~~advisory~~her ~~services~~Bachelor toof ~~several~~Arts ~~biopharmaceutical~~in ~~companies. Advisory~~Business ~~services~~Administration ~~ranged~~and Finance from ~~business~~Washington State ~~and~~University ~~corporate~~in ~~development,~~1985 ~~capital~~and ~~raise~~her ~~preparation,~~Accounting ~~management~~Degree ~~recruiting~~from ~~and~~the ~~strategic~~University ~~planning. From~~of ~~March~~Washington ~~2008~~in to1989. ~~June~~In ~~2009,~~1989 DrMs. ~~Lynch~~Bien ~~consulted~~began ~~to Drais Pharmaceuticals~~ practicing as ~~their~~a ~~Acting~~Certified ~~Chief~~Public ~~Business~~Accountant ~~Officer~~(“CPA”) ~~where~~while heworking ~~consummated~~at ~~deals~~Ernst ~~for~~& ~~their~~Young ~~first~~in 2both ~~cancer~~the ~~drugs,~~Seattle and ~~participated~~San inJose offices ~~the~~where ~~initiation~~she ofworked ~~their~~for ~~development~~seven ~~programs~~years. ~~From~~ ~~March~~In ~~2005~~addition to ~~September~~her ~~2006,~~experience ~~Dr.~~with ~~Lynch~~Ernst ~~held~~& ~~the~~Young ~~position~~as ofa ~~Vice President~~CPA, ~~Global~~Ms. ~~Business~~Bien ~~Development~~has atworked ~~Savient~~for both ~~Pharmaceuticals,~~Arthur Anderson and ~~from~~Ernst ~~April~~& ~~2000~~Young toas ~~September~~a ~~2004,~~Management DrConsultant. ~~Lynch~~Ms. ~~was~~Bien ahas ~~member~~20 years of ~~the~~experience ~~original~~in ~~management~~finance ~~team~~and ~~that~~business process ~~launched~~improvement. ~~Reliant~~From ~~Pharmaceuticals,~~2001 ato ~~venture-backed~~2004, ~~specialty pharmaceutical company which was sold to GSK in 2007~~Ms. ~~During~~ ~~1998,~~Bien ~~Dr.~~worked ~~Lynch~~at ~~served~~AT&T Wireless as an ~~Associate~~Internal ~~Director,~~Auditor and Business ~~Development~~Process ~~and~~Management Consultant ~~Strategic~~developing ~~Planning~~business atprocess ~~Hoffmann-LaRoche,~~improvement and ~~from~~reporting ~~1995~~directly to ~~1998,~~Senior asManagement ~~a Principle~~ and ~~Managing~~the ~~Consultant~~Board’s ~~with~~Audit PACommittee. Since ~~Consulting Group~~2005, DrMs. ~~Lynch~~Bien ~~directed~~has ~~several~~been ~~international~~working ~~projects~~as ~~for~~an ~~major~~independent ~~pharmaceutical~~consultant ~~clients. From~~functioning ~~1986~~as ~~through 1995, Dr. Lynch held~~ a ~~variety~~Controller ofto ~~positions~~small atpublic ~~Sandoz~~companies ~~Pharmaceuticals Corporation (now Novartis) within Technical Operations, New Product Management, Market Development~~ and ~~Sandoz~~preparing SEC ~~Research~~reporting ~~Institute~~documentation.

~~Greg~~Joseph ~~Wujek~~Sierchio. Mr. ~~Greg~~Sierchio ~~Wujek~~is a member of our Board. Mr. Sierchio earned his ~~Bachelor’s~~Juris Doctor degree inat ~~Science~~Cornell ~~from~~University ~~Illinois~~Law ~~State~~School ~~University~~ in ~~1986. From~~1974, and ~~November~~a ~~2000~~Bachelor toof ~~May~~Arts ~~2005~~degree, ~~Mr.~~with ~~Wujek~~Highest ~~was~~Distinction ~~employed~~in byEconomics, ~~Andrx~~from ~~Laboratories. During~~Rutgers ~~his~~College ~~tenure~~ at ~~Andrx~~Rutgers ~~Laboratories~~University, in 1971. Mr. Sierchio ~~Wujek~~has ~~managed~~been engaged in the practice of law as a ~~team~~member of ~~over~~Sierchio ~~450~~& ~~individuals~~Company, ~~and~~LLP ~~held~~since ~~several~~May ~~positions,~~of ~~including~~2007. ~~Vice~~Mr. ~~President~~Sierchio was engaged in the practice of ~~Business~~law ~~Development,~~as ~~Vice~~a ~~President~~member of ~~Sales~~Sierchio Greco & Greco, asLLP ~~well~~from asJanuary ~~Vice~~2003 ~~President~~through May of ~~Managed~~2007. ~~Care~~Since 1975, Mr. ~~During~~Sierchio ~~June~~has ~~2005~~continuously topracticed ~~September~~corporate ~~2005~~and securities law in New York City, ~~Mr.~~representing ~~Wujek~~and ~~performed~~offering ~~independent~~counsel ~~consulting~~to ~~services~~domestic and ~~for~~foreign ~~branded~~corporations, ~~pharmaceutical~~investors, ~~companies. Consulting~~entrepreneurs, ~~services~~and ~~ranged~~public ~~from~~and ~~sales~~private ~~management~~companies ~~training~~in the United States, ~~optimizing~~Canada, ~~sales~~United Kingdom, Germany, ~~managed~~Italy, ~~care~~Switzerland, Australia, and ~~sales~~Hong ~~operations~~Kong. ~~From~~ ~~September~~Mr. ~~2005~~Sierchio tois ~~March~~admitted ~~2006,~~in ~~Mr.~~all ~~Wujek~~New ~~was~~York ~~employed~~state bycourts ~~Savient~~and ~~Pharmaceuticals~~federal courts in the Eastern, ~~where~~Northern, heand ~~held~~Southern Districts of the ~~position~~State of ~~Vice~~New ~~President,~~York ~~Sales,~~as ~~and~~well ~~was~~as ~~responsible~~the ~~for~~federal ~~sales,~~Court ~~operations,~~of ~~training,~~Appeals ~~and~~for ~~managed~~the ~~care~~Second Circuit. Mr. ~~Wujek~~Sierchio ~~joined~~is ~~the~~also ~~Company~~a asmember ~~President~~of Sierchio & Company, ~~Chief~~LLP, ~~Executive~~counsel ~~Officer~~to ~~and~~the ~~Director~~Company. onMr. ~~April~~Sierchio 3is also a Director of Alliqua, ~~2006~~Inc. Mr(formerly HepaLife Technologies, Inc.), ~~Wujek~~Janus ~~resigned~~Resources, ~~his~~Inc. ~~position~~(formerly, asEntheos ~~President~~Technologies, Inc.), and ~~Chief~~New Energy ~~Executive~~Technologies, ~~Officer~~Inc. ~~effective~~each as of ~~March~~which ~~15,~~is ~~2010~~a public company. We believe that Mr. ~~Wujek~~Sierchio’s ~~continues~~extensive tolegal ~~serve~~experience asrepresenting public ~~one~~and ofprivate companies makes him particularly qualified to serve on our ~~directors~~Board.

Gary Branning. Mr. Branning received his Bachelor of Science degree in Business Administration from Wagner College, on Staten Island, NY, and an MBA in finance from Fairleigh Dickinson University. In 2001, Mr. Branning joined Pharmacia Corporation. Mr. Branning was the Executive Director of Managed Markets Marketing for Pharmacia Corporation. The Marketing Unit of the Managed Markets Marketing of Pharmacia was a service organization focused on the development of brand programs, value added services and health management programs in managed markets. In 2003, Mr. Branning joined Managed Market Resources, a health care consulting and medical communications company as Managing Partner and Senior Vice President of Managed Market Resources. Mr. Branning’s responsibilities included strategic consulting, new product development, business development, and executing Managed Market Resource’s sales and marketing plans. Mr. Branning joined the Company as a Director on September 13, 2006. Mr. Branning was appointed to the position of Chief Financial Officer on September 5, 2008 and resigned on December 11, 2008.42

45Former Directors and Officers

Raymond Krauss. Mr. Krauss, earned his B.S. in Biology from North Central College, Naperville, IL in 1984 and his M.S. in Physiology (emphasis on Cardiovascular Health) from Benedictine University, Lisle, IL in 1986. In March 2001 through March 2005, Mr. Krauss became a partner in Argavest, Inc., a regional leader in quality respiratory and critical care refurbished equipment, where he served as Vice President of Business Development. In March 2005, Mr. Krauss launched RK Capital Group, an international medical equipment sales organization, where he continues to serve as President and Owner. In July 2007, Mr. Raymond Krauss acquired the Illinois/Wisconsin office of HealthCare Recruiters International, the only executive search firm in the United States dedicated exclusively to the healthcare sector, where he serves as President and Owner. Mr. Krauss joined the Company as a Director on October 11, 2007. Mr. Krauss was appointed to the positions of Chief Financial Officer, Secretary and Treasurer on December 11, 2008 to fill the vacancy created by the resignation of Mr. Branning.

Name	Age	Former Positions with the Company	Date Assumed Position(s)	Date Resigned Position(s)
Amit S. Dang ⁽¹⁾	30	Former President and Chief Executive Officer, Chief Financial Officer Treasurer, Secretary and Director	June 3, 2010	February 1, 2012
Jeet Sidhu	38	Director	June 3, 2010	August 15, 2012

~~Recent~~(1) ~~Management~~Mr. Dang ~~Changes~~was appointed our President and Chief Executive Officer on June 3, 2010, and assumed his position as our Chief Financial Officer, Treasurer and Secretary on June 22, 2010. Pursuant to the Reverse Merger on December 29, 2011, Mr. Dang stepped down from his executive positions. Mr. Dang resigned as a director of ours effective as of February 1, 2012.

Mr. Greg Wujek resigned his position as our President and Chief Executive Officer effective as of March 15, 2010. Mr. Wujek continues to serve as one of our directors. 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 were forfeited upon his resignation and termination of employment..

Following Mr. Wujek’s resignation, our Board of Directors appointed Dr. James Lynch as our President and Chief Executive Officer on March 15, 2010. Mr. Lynch was also appointed to our Board of Directors. Simultaneously with his appointment we entered into an employment with Dr. Lynch (the “Lynch Employment Agreement”).

The Lynch Employment Agreement may be terminated at any time with or without cause by either party. However, in the event the Lynch Employment Agreement is terminated by us at any time after March 15, 2011 without cause, or by Dr. Lynch for good reason (as those terms are defined in the Lynch Employment Agreement) we are obligated to continue to pay Dr. Lynch a Severance Payment equal to six months of his then annual salary.

Pursuant to the Lynch Employment Agreement Dr. Lynch will devote substantially all of his full time work efforts to the fulfillment of his responsibilities as our President and Chief Executive Officer. In consideration of his employment we are paying Dr. Lynch an annual salary of $248,000 and reimbursement of his health insurance premiums in the amount of $1,350 per month. Our Board of Directors also granted Dr. Lynch an option to acquire up 4,000,000 shares of our common stock at an exercise price of $0.04 per share, vesting as follows:

a) as to 600,000 shares when, to the Board’s sole determination and satisfaction, as a result of Dr. Lynch’s efforts, our proprietary pharmacological compound, ‘D11B.’ achieves IV formulation and stability milestones, enabling further development;

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

c) as to 300,000 shares when, to the Board’s sole determination and satisfaction, as a result of Dr. Lynch’s efforts, we successfully prepare an Investigator’s Brochure (IB) in accordance with ICH

guidelines, for a product or products related to our proprietary pharmacological compound, ‘D11B’;

d) as to 450,000 shares when, to the Board’s sole determination and satisfaction, as a result of Dr. Lynch’s efforts, the Company successfully files an Investigational New Drug Application (IND) with the US Food & Drug Administration for a product or products related to its proprietary pharmacological compound, ‘D11B;’

e) as to 300,000 shares when, to the Board’s sole determination and satisfaction, as a result of Dr. Lynch’s efforts, we successfully administers ‘first patient-first dose’ for a product or products related to our proprietary pharmacological compound, ‘D11B’;

f) as to 1,000,000 shares when, in the Board’s sole determination and satisfaction, as a result of Dr. Lynch’s efforts, we successfully add a new compound (or product(s) derived therefrom) to our pipeline other than compounds (or products derived from any compounds contemplated) by the Company’s license agreement with the Trustees of Dartmouth College;

g) as to 250,000 shares (500,000 shares in the aggregate), on each of, March 15, 2012 and March 15, 2013;

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

The Lynch Employment Agreement contains non-competition and solicitation provisions in the event the agreement is terminated.

Family Relationships and Other Matters

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

Legal Proceedings

During the past ~~ten~~ five years none of our directors, persons nominated to become a director, or executive officers, ~~promoters~~have orbeen ~~control~~involved ~~persons~~in ~~has~~any ~~been:~~legal proceedings as required to be disclosed pursuant to Item 401 of Regulation S-K.

· the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

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

· subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

· found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

· the subject of any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

· subject to any federal or state judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions (excluding settlements between private parties); or

· subject to any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Board Composition

WeOur Board is currently comprised ~~have~~of ~~four~~two directors. We look to our directors to guide us through our next phase as a public company and continue and manage our growth. Our directors bring their leadership experience from a variety of ~~pharmaceutical~~corporate, ~~companies~~engineering technology and professional backgrounds which we require to continue to grow and to add stockholder value. Our directors also have worked with startup through public companies and bring depth of knowledge in building stockholder value, growing a company from inception, developing ~~pharmaceutical~~leading edge products, and navigating mergers and acquisitions and the public company process.

Compensation of Directors

~~We do not pay director compensation to directors who are also our employees. Our Board of Directors determines the non-employee directors’ compensation for serving on the Board and its committees.~~ In establishing director compensation, the Board is guided by the following goals:

~~Compensation~~· compensation should consist of a combination of cash and equity awards that are designed to fairly pay the directors for work required for a company of our size and scope;

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

~~Compensation~~The ~~should~~following ~~assist~~table provides ~~with~~information ~~attracting~~regarding ~~and~~all ~~retaining~~compensation ~~qualified~~paid to our directors. during the fiscal year ended December 31, 2011:

Non-employee directors receive $250 per month for their services as directors plus $100 for each board meeting attended. Directors are entitled to participate in our 2005 Stock Plan. We also reimburse our directors for any actual expenses incurred to attend meetings of the Board.43

The following table provides information regarding all compensation paid to our non-employee directors during the fiscal year ended December 31, 2009.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾			Total ($)
Meetesh Patel		-		5,711	⁽²⁾		5,711
Joseph Sierchio		-		5,711	⁽³⁾		5,711
Jeet Sidhu		-		-			-
Total		-		11,422			11,422

47(1) This column reflects the grant date fair value of share based awards as determined in accordance with FASB ASC Topic 718. All stock awards reflect the one-for-three share exchange pursuant to the Reverse Merger and all BluFlow shares have been exchanged for shares of our common stock.

48(2) See footnote 2 to the Executive Compensation table below.

			Director Compensation
			Fees Earned or
			Paid in		Stock
Name			Cash ($) (1)		Awards ($)		Total ($)
Gary Branning		$	3,400	$	—	$	3,400
Raymond Krauss			3,400		—		3,400
	Total director compensation	$	6,800	$	—	$	6,800

⁽³⁾ On November 14, 2011, BluFlow awarded Mr. Sierchio a restricted stock grant of 135,000 shares of stock and cancelled an option award of 180,000 shares issued on June 10, 2011. Pursuant to the terms of the share exchange agreement entered into between Mr. Sierchio and BluFlow, 45,000 shares vested immediately, 45,000 shares vested on June 10, 2012 and the remaining 45,000 vest on June 10, 2013.

(1) The amounts in this column represent the monthly cash meeting fee earned by or paid to our non-employee directors for service during the fiscal year ended December 31, 2009.

Corporate Governance

We have adopted a Code of Ethics that applies to all of our officers, directors and employees, including our Chief ~~Financial~~Executive Officer and Chief ~~Executive~~ Financial Officer, which complies with the requirements of the Sarbanes-Oxley Act of 2002 and applicable ~~Financial Industry Regulatory Authority (“~~FINRA”) listing standards. Accordingly, the Code of Ethics is designed to deter wrongdoing, and to promote, among other things, honest and ethical conduct, full, timely, accurate and clear public disclosures, compliance with all applicable laws, rules and regulations, the prompt internal reporting of violations of the Code of Ethics, and accountability.

Director Independence

Our securities are not listed on a U.S. securities exchange and, therefore, are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. However, at this time, after considering all of the relevant facts and circumstances, our Board ~~of Directors~~ has determined that ~~each~~none of ~~Messrs. Branning is independent from~~ our ~~management~~current ~~and~~directors ~~qualifies~~qualify as an “independent ~~directors~~director” under the standards of independence under the applicable FINRA listing standards. This means that, in the judgment of the Board of Directors, Mr. Branning (1) is not one of our officers or employees nor is he an officer of any of our subsidiaries or (2) does not have any direct or indirect relationship with us that would interfere with the exercise of his independent judgment in carrying out the responsibilities of a director. Upon our listing on any national securities exchange or any inter-dealer quotation system, we will elect such independent directors as is necessary under the rules of any such securities exchange.

~~Board of Directors Meetings and Committees of the Board of Directors~~Executive Compensation

~~During~~Our Board is responsible for establishing the ~~fiscal~~compensation ~~year~~and ~~ended~~benefits ~~December~~for ~~31,~~our ~~2009,~~executive ~~the~~officers. The Board ~~held~~reviews athe performance and total ofcompensation package ~~four~~for ~~meetings. All~~our ~~members~~executive ofofficers, and considers the ~~Board~~modification ~~attended~~of atexisting ~~least~~compensation ~~75%~~and the adoption of ~~all~~new ~~meetings~~compensation plans. ofThe ~~the~~board ~~Board~~has not retained any compensation consultants.

WeThe dogoals ~~not~~of ~~currently~~our ~~have~~executive compensation ~~any~~program ~~standing~~are ~~committees~~to ofattract, motivate and retain individuals with the ~~Board~~skills ofand ~~Directors. The~~qualities ~~full~~necessary ~~Board~~to issupport ~~responsible~~and ~~for~~develop our ~~performing~~business within the ~~functions~~framework of ~~the: (i)~~our ~~Audit~~small ~~Committee,~~size ~~(ii)~~and ~~Compensation~~available ~~Committee~~resources. ~~and~~We ~~(iii)~~designed ~~Nominating~~our ~~Committee.~~executive compensation program to achieve the following objectives:

~~Scientific~~· ~~Advisory~~attract ~~Board~~and retain executives experienced in developing and delivering products such as our own;

We· ~~maintain~~motivate aand ~~Scientific~~reward ~~Advisory~~executives ~~Board~~whose ~~(“Advisory~~experience ~~Board”),~~and ~~the~~skills ~~members~~are ofcritical ~~which provide, from time~~ to ~~time, at~~ our request, advice regarding specific facets of our ongoing scientific research and development and general corporate activities. We believe that each member of the Advisory Board brings distinct scientific, clinical, and business development experience which can be called-upon as success;

reward performance; and

align the interests of our executive officers and stockholders by motivating executive officers to increase stockholder value.

The following table summarizes the compensation earned by the Named Executive Officers during the fiscal years ended December 31, 2011 and 2010:

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

Janet Bien⁽³⁾		2011		10,500		5,656		-		16,156
Chief Financial Officer
		2010		-		-		-		-

⁽¹⁾ This column reflects the grant date fair value of share based awards as determined in accordance with FASB ASC Topic 718. All stock awards reflect the one-for-three share exchange pursuant to the Reverse Merger and all BluFlow shares have been exchanged for shares of our common stock.

⁽²⁾ On December 29, 2011, we entered into the Consulting Agreement with Mr. Patel to serve as our President and Chief Executive Officer for which he is paid a yearly salary of $120,000 in 24 equal payments, which he may, at his sole discretion, elect to convert any of his salary or business expense reimbursements due to him into shares of our common stock at $0.10 per share. The exercise price and the number of shares issuable upon the conversion of salary or business reimbursement expense are subject to proportional adjustment in the event of stock splits, dividends, recapitalizations or similar transactions. The CEO Consulting Agreement may be terminated by either party at any time with or without cause. The CEO Consulting Agreement may be terminated by either party at any time with or without cause. On November 14, 2011, BluFlow awarded Mr. Patel a restricted stock grant of 135,000 shares of BluFlow’s stock and cancelled an option award of 180,000 shares issued on June 10, 2011. Pursuant to the terms of the share exchange agreement entered into between Mr. Patel and BluFlow, 45,000 shares vested immediately, 45,000 vested on June 10, 2012, and the remaining 45,000 shares vest on June 10, 2013.

⁽³⁾ On December 29, 2011, we entered into the CFO Consulting Agreement with Ms. Bien to serve as our Chief Financial Officer pursuant to which she is paid a monthly salary of $1,500, $500 of which is deferred until such time as we effect one or more transactions from which we receive net proceeds of no less than $500,000. The CFO Consulting Agreement may be terminated by either party at any time with or without cause. On November 14, 2011, BluFlow awarded Ms. Bien a restricted stock grant of 135,000 shares of BluFlow’s stock and cancelled an option award of 180,000 shares issued on June 10, 2011. Pursuant to the terms of the share exchange agreement entered into between Ms. Bien and BluFlow, 45,000 shares vested immediately, 45,000 vested on June 10, 2012, and the remaining 45,000 shares vest on June 10, 2013.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of August 31, 2012, by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock, (ii) each director, director nominee, and Named Executive Officer; and (iii) all executive officers and directors as a group:

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

Name and Address of Beneficial Owner ⁽¹⁾	Positions and Offices Held	Number of Shares Beneficially Owned			Approximate Percent of Class ⁽²⁾
Meetesh Patel	President, Chief Executive Officer and Director		32,203,750	⁽³⁾		37.7	%
Janet Bien	Chief Financial Officer		90,000	⁽⁴⁾		*
Joseph Sierchio	Director		32,982,035	⁽⁵⁾		38.6	%
All Directors and Officers as a Group (3 persons)			65,275,785			76.3	%

* less than 1%.

⁽¹⁾ Unless otherwise indicated the address associated with the individual named is 430 Park Avenue, New York, NY 10022.

⁽²⁾ Calculated pursuant to Rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 85,501,557 shares of common stock issued and outstanding on a fully diluted basis as of August 31, 2012. Unless otherwise stated below, each such person has sole voting and investment power with respect to all such shares. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.

⁽³⁾ Consists of (a) 30,997,500 shares of our common stock, (b) 206,250 Series C Warrants and (c) 1,000,000 Series E Warrants. For additional information see footnote 4 to “Executive Compensation” table above and “Transactions With Related Persons, Promoters and Certain Control Persons,” below.

⁽⁴⁾ Represents vested restricted stock grants awarded to Mrs. Bien; an additional 45,000 shares will vest on June 10, 2013.

⁽⁵⁾ Consists of (a) 31,775,785 shares of our common stock, (b) 206,250 Series C Warrants and (c) 1,000,000 Series E Warrants. For additional information see “Transactions With Related Persons, Promoters and Certain Control Persons,,” below.

Transactions With Related Persons, Promoters

and Certain Control Persons

The Board is responsible for review, approval, or ratification of “related-person transactions” involving Ceres Ventures, Inc. or its subsidiaries and related persons. Under SEC rules (Section 404 (a) of Regulation S-K), a related person is a director, officer, nominee for director, or 5% stockholder of the company since the beginning of the previous fiscal year, and their immediate family members. Ceres Ventures, Inc. is required to report any transaction or series of transactions in which the company or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest.

The Board reviews transactions involving related persons who are not included in one of the above categories and makes a determination whether the related person has a material interest in a transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretion. The Board reviews all material facts related to the transaction and takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent of the related person's interest in the transaction; and, if applicable, the availability of other sources of comparable products or services.

The following are related party transactions for the six months ended June 30, 2012, the year ended December 31, 2011 and the period from October 14, 2010 (inception), through December 31, 2010:

Ceres Ventures, Inc.

On June 30, 2012, we entered into a debt restructuring agreement (the “S&C Restructuring Agreement”) with Sierchio & Company, LLP (“S&C”), to restructure the $225,688 owed to S&C for legal services rendered to us from inception through June 30, 2012, and issued a convertible promissory note in the amount of $225,688 to S&C (the “S&C Convertible Note”). The S&C Convertible Note bears interest at the rate of 4% per annum, which interest is accrued and payable on the maturity date of the S&C Convertible Note, December 31, 2013. As long as the S&C 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 S&C 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 $0.10 per share. In the event of default, as defined in the S&C 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.

Pursuant to the terms of the S&C Restructuring Agreement, we issued S&C a Series E Stock Purchase Warrant (the “Series E Warrant”) allowing the holder to purchase up to 1,000,000 shares of our common stock at a purchase price of $0.10 per share through December 31, 2016. The Series E Warrant includes a “cashless exercise” provision.

Mr. Joseph Sierchio, a non-employee director and a major shareholder of ours, is the managing partner of S&C.

Strategic Convertible Note

On June 30, 2012, we entered into a debt restructuring agreement (the “Strategic Restructuring Agreement”) with Strategic Edge, LLC (“Strategic”), to restructure the $145,000 owed to Strategic for consulting services rendered to us from January 1, 2011 through June 30, 2012, and issued a convertible promissory note in the amount of $145,000 to Strategic (the “Strategic Convertible Note”). The Strategic Convertible Note bears interest at the rate of 4% per annum, which interest is accrued and payable on the maturity date of the Strategic Convertible Note, December 31, 2013. As long as the Strategic 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 Strategic 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 $0.10 per share. In the event of default, as defined in the Strategic 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.

Pursuant to the terms of the Strategic Restructuring Agreement, we issued Strategic a Series E Warrant allowing the holder to purchase up to 1,000,000 shares of our common stock at a purchase price of $0.10 per share through December 31, 2016. The Series E Warrant includes a “cashless exercise” provision.

Mr. Meetesh Patel, our President and Chief Executive Officer, an employee director and a major shareholder of ours, is the sole shareholder of Strategic.

On May 20, 2011, we issued a one year convertible promissory note in the amount of $100,000 to Mr. Jeet Sidhu, a former non-employee director. 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 the our common stock equal to the amount of the converted indebtedness divided by $0.50 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.

We arranged with Mr. Harmel S. Rayat, our former Chief Financial Officer and director, a loan amount up to $2,500,000 that may be drawn down on an “as needed basis” at a rate of prime plus 3%. Effective September 15, 2008, Mr. Rayat and we terminated this loan agreement. At December 31, 2009, we had an unsecured promissory note pursuant to 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%. On March 1, 2010, Mr. Rayat agreed to convert the then outstanding balance of the note payable ($750,000) and accrued and unpaid interest ($317,527) thereon to a fixed three (3) year term convertible note, totaling $1,067,527. The Rayat Convertible Note 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. On December 29, 2011, we entered into a settlement agreement with Mr. Rayat (the “Rayat Settlement Agreement”) pursuant to which Mr. Rayat was issued 7,500,000 shares of our common stock as payment in full of the outstanding balance of $750,000 loaned by Mr. Rayat to us. As part of the Rayat Settlement Agreement, Mr. Rayat forgave all accrued and unpaid interest on the Rayat Convertible Note through the date thereof, including the $317,527 of interest previously made part of the Rayat Convertible Note, totaling $488,054.

On December 29, 2011, we entered into a settlement agreement (the “Sidhu Settlement Agreement”) with Mr. Jeet Sidhu, a director of our, pursuant to which Mr. Sidhu was issued 30,000 shares of our common stock in lieu of payment of $3,000 of director compensation due him.

On December 29, 2011, we entered into a note settlement agreement with S&C, pursuant to which Mr. Sierchio, a director of ours and the managing partner of S&C, was issued 876,825 shares of our common stock as payment in full of $87,683 of accrued but unpaid legal fees due to S&C.

On December 29, 2011, we entered into the CEO Consulting Agreement with Mr. Patel pursuant to which Mr. Patel serves as our President and Chief Executive Officer. Under the terms of the Consulting Agreement, Mr. Patel is paid an annual salary of $120,000. For additional information regarding the CEO Consulting Agreement see footnote 2 to the “Executive Compensation” table above.

On December 29, 2011, we entered into the CFO Consulting Agreement with Ms. Janet Bien, BluFlow’s Chief Financial Officer, pursuant to which Ms. Bien serves as our Chief Financial Officer. Under the terms of the CFO Consulting Agreement, Ms. Bien is paid an annual salary of $18,000, $6,000 of which is deferred until such time as we raise at least $500,000. For additional information regarding the CFO Consulting Agreement see footnote 3 to the “Executive Compensation” table above.

BluFlow Technologies, Inc.

Upon completion of the Reverse Merger the shares and warrants issued by BluFlow were exchanged for shares and warrants of Ceres as further described in this prospectus. Accordingly, the share price, number of shares issued and warrant designation reflect the one-for-three share exchange pursuant to the Reverse Merger.

On October 15, 2010, BluFlow sold 30,000,000 shares of its common stock to Mr. Patel, its President and Chief Executive Officer and a member of its Board in consideration of the payment of $10,000.

On October 15, 2010, BluFlow sold 30,000,000 shares of its common stock to Mr. Sierchio, a member of its Board, in consideration of the payment of $10,000.

On October 15, 2010, BluFlow sold 300,000 units of its securities to Mr. Frank Fabio, its former Chief Financial Officer and Secretary, in consideration of the payment of $10,000. Each unit consisted of one share of common stock and one-half of a Series C Warrant.

On October 20, 2010, BluFlow acquired BluFlow^TM Pure, as well as certain domain names, from Appeal Capital Corp. (“Appeal”), a privately held corporation controlled by Messrs. Patel and Sierchio, in consideration of $12,000 which amount was paid through the issuance of a promissory note (the “Acquisition Note”). The Acquisition Note is secured by the options (or any subsequent licenses) of BluFlow^TM Pure. Pursuant to the terms of the Acquisition Note, BluFlow is required to repay the principal amount and all interest due thereunder no later than March 31, 2012. On March 30, 2012, the Acquisition Note was amended to change the payment date to December 31, 2012.

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

On March 31, 2011, BluFlow sold 412,500 units of its securities to Mr. Patel, its President and Chief Executive Officer and a member of its Board, in consideration of $13,750. Each unit consisted of one share of common stock and one-half of a Series C Warrant.

On May 10, 2011, BluFlow sold 412,500 units of its securities to Mr. Sierchio, a member of its Board, in consideration of the payment of $13,750. Each unit consisted of one share of common stock and one-half of a Series C Warrant.

On May 10, 2011, BluFlow sold 150,000 units of its securities to Dr. Arturo Keller, a former member of its Board, in consideration of the payment of $5,000. Each unit consisted of one share of common stock and one-half of a Series C Warrant.

On July 1, 2011, Mr. Patel converted $16,500 owed to him as reimbursable business expense into 495,000 shares of BluFlow’s common stock pursuant to his consulting agreement with BluFlow.

On July 1, 2011, S&C converted $11,662 owed under the Engagement Letter as reimbursable disbursements into 349,860 shares of BluFlow’s common stock.

On November 11, 2011, BluFlow entered into a resignation agreement with Dr. Keller, a former director, pursuant to which it issued 150,000 shares of its common stock to Dr. Keller.

~~needed~~Review, ~~during~~Approval ~~various~~or ~~phases~~Ratification of ~~our~~Transactions ~~active~~with ~~research, development and commercial development.~~Related Persons

~~The~~Our ~~members~~unwritten ofpolicy ~~the~~with ~~Advisory~~regard ~~Board~~to transactions with related persons is that all material transactions are ~~compensated~~to be reviewed by the entire Board for ~~their~~any ~~services~~possible atconflicts of interest. In the ~~rate~~event of ~~$250~~a ~~per~~potential ~~hour~~conflict of interest, ~~not~~the Board will generally evaluate the transaction in terms of the following standards: (i) the benefits to ~~exceed~~us; ~~$1,250~~(ii) ~~per~~the ~~day. We~~impact ~~also~~on ~~reimburse~~a ~~members~~director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; (iii) the ~~Advisory~~availability of ~~Board~~other sources for ~~out-~~comparable products or services; (iv) the terms and conditions of~~-pocket~~ ~~expenses~~the ~~related~~transaction; and (v) the terms available to ~~their~~unrelated ~~services~~parties ~~performed~~or onthe ~~our~~employees ~~behalf~~generally. The Board will then document its findings and conclusion in written minutes.

~~Currently,~~Description ~~our~~of ~~Advisory Board members are:~~Our Securities

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

General

~~Reza~~We ~~Fathi~~are authorized to issue up to 2,000,000,000 shares of common stock, $0.00001 par value per share, and 1,000,000 shares of preferred stock having a par value of $0.25 per share.

~~Dr.~~As ~~Reza~~of ~~Fathi~~August is31, an2012, ~~expert~~we inhad ~~pharmaceutical~~85,501,557 shares ~~research and development with 20 years~~ of ~~experience~~our incommon ~~medicinal~~stock ~~chemistry,~~issued ~~designing~~and ~~experimental~~outstanding ~~protocols~~ and ~~managing~~no ~~research~~shares ~~teams.~~of ~~Dr.~~our ~~Fathi~~preferred isstock ~~first~~were ~~author~~issued ~~of numerous patents~~ and ~~more~~outstanding. ~~than~~All aof ~~dozen~~the outstanding ~~scientific publications in subjects including small molecule drug discovery, lead compound identification~~ and ~~synthesis~~issued ofcapital ~~natural~~stock ~~product based molecular libraries. Dr. Fathi’s expertise~~ is ~~widely respected~~, ~~garnering him an array of appointments to prestigious medicinal chemistry positions including Chemistry Core Manager at Harvard Medical School’s Harvard Institute of Chemistry~~ and ~~Cell~~will ~~Biology~~be, ~~Director~~fully ofpaid ~~Research Operations for XTL biopharmaceuticals, Director of Research Operations for vivoquest,~~ and ~~Member of the Scientific Advisory Committee for Proseed Capital Holding CVA in addition to his appointment at PhytoMedical Technologies, Inc~~non-assessable.

~~Charles~~Reverse ~~Lee~~Stock Split

~~Dr.~~On ~~Charles~~November ~~Lee’s~~10, ~~professional~~2011, ~~career~~a ~~encompassed~~majority ~~academia~~of ~~(1977~~the shares voted at the 2011 Annual Meeting voted in favor of authorizing our officers to file the necessary documentation with the Secretary of State of Nevada to effect a one-~~1987)~~for-fifty reverse stock split, ~~pharmaceutical~~whereby ~~industry~~owners ~~(1987-1993)~~of ~~and~~fifty ~~contract~~shares ~~research~~of ~~organization~~our ~~(1993-2004).~~common Hestock prior isto ~~currently~~the areverse ~~professor~~stock split received one share of ~~pharmaceutical~~our ~~Sciences~~common atstock after the ~~Gregory~~reverse ~~School~~stock split, with all fractional shares being rounded to the nearest whole share. The record date for the Reverse Split was set as of ~~Pharmacy~~one business day prior to the effective date and the effective date for the Reverse Split was set for November 21, ~~Palm~~2011, ~~Beach~~subject ~~Atlantic~~to ~~University~~regulatory approval. The Reverse Split was declared effective by FINRA on December 12, 2011. All shares and share prices have been retroactively changed to reflect the Reverse Split.

~~Jatinder~~Common ~~S. Bhogal~~Stock

~~Since~~Subject ~~December~~to ~~1993~~any special voting rights of any series of preferred stock that we may issue in the future, ~~Mr.~~each ~~Bhogal~~holder ~~has~~is ~~worked~~entitled asto aone ~~business~~vote ~~consultant~~for each share held on all matters to ~~emerging~~be ~~growth~~voted ~~companies~~upon by the stockholders, including the election of directors. ~~For~~The ~~over~~shares 15of ~~years, Mr~~common stock do not have cumulative voting rights. ~~Bhogal~~This ~~has~~means ~~provided~~that ~~early~~the ~~business~~holders ~~development~~of ~~guidance~~more ~~and~~than ~~consulting,~~50% onof athe ~~contract~~shares ~~basis,~~of tocommon ~~companies~~stock ~~developing~~can ~~healthcare~~elect ~~services,~~all ~~medical~~of ~~devices~~our directors, ~~pharmaceuticals~~subject ~~and~~to ~~vaccines,~~the rights ~~solar-photovoltaics,~~of ~~biofuels,~~any ~~and~~outstanding ~~information~~series ~~technology~~of ~~solutions~~preferred stock.

LiThe holders of common stock are entitled to receive a pro-Xirata ~~Yang~~share of dividends, if any, as may be declared from time to time by the board out of funds legally available for the payment of dividends, subject to any preferential dividend rights of any outstanding series of preferred stock.

~~Dr.~~In ~~Li-Xi~~the ~~Yang~~event ~~has~~of ~~more~~our ~~than~~liquidation, 25dissolution, or ~~years~~winding ofup, ~~experience in~~ the ~~fields~~holders of ~~cancer~~common ~~research,~~stock ~~credited~~are ~~with~~entitled ~~many~~to ~~patents~~share onpro-rata ~~anticancer compounds and publications~~ in ~~peer-reviewed~~all ~~journals. Dr.~~assets ~~Yang~~remaining ~~completed~~after ~~his~~payment ~~Postdoctoral~~of ~~Fellowship~~our ~~at Dartmouth Medical School, where he received his PhD in Pharmacology~~ liabilities and ~~Toxicology. He~~subject ~~currently~~to ~~serves~~the asprior ~~Director~~rights of ~~Radiation~~any ~~Oncology~~outstanding ~~Residency~~series ~~Education~~of ~~and~~preferred ~~Senior Scientist at California Pacific Medical Center Research Institute~~stock. ~~Dr.~~ ~~Yang~~Shares ~~also serves as Director~~ of ~~Academic~~common ~~Research~~stock athave ~~St.~~no ~~Mary’s~~preemptive, ~~Medical Center~~conversion, or ~~San~~other ~~Francisco,~~subscription CArights. ~~Dr.~~ ~~Yang~~There isare anno ~~active~~redemption ~~member~~or ofsinking ~~several~~fund ~~professional~~provisions ~~committees,~~applicable ~~including:~~to ~~Graduate~~the ~~Medical~~common ~~Education Committee, Institutional Review Board, and Institutional Animal Care and Use Committee~~stock.

~~EXECUTIVE~~Preferred ~~COMPENSATION~~Stock

~~The~~Our ~~following~~Board ~~table~~is ~~and~~authorized, ~~descriptive~~subject ~~materials~~to ~~set~~certain limitations ~~forth~~prescribed ~~information~~by ~~concerning~~law, ~~compensation~~without ~~earned~~further ~~for~~stockholder ~~services~~approval, ~~rendered~~to issue from time to ustime ~~by:~~up ~~the~~to ~~Chief~~an ~~Executive~~aggregate ~~Officer~~of ~~(the~~1,000,000 shares ~~“CEO”);~~of ~~the~~preferred ~~Chief~~stock, ~~Financial~~par ~~Officer~~value ~~(the~~$0.25, ~~“CFO”);~~in one or more series and to fix or alter the ~~three~~designations, ~~other~~preferences, ~~most~~rights ~~highly-compensated~~and any ~~executive~~qualifications, ~~officers~~limitations ~~other~~or ~~than~~restrictions of the ~~CEO~~shares of each such series thereof, including the dividend rights, dividend rates, conversion rights, voting rights and ~~CFO~~terms ~~who~~of ~~were~~redemption ~~serving~~of asshares constituting any series or designations of such series The rights of holders of our ~~executive~~common ~~officers~~stock atmay be subject to, and adversely affected by, the ~~end~~rights of the ~~2009~~holders ~~fiscal~~of ~~year~~any ~~(the~~preferred stock ~~“Named~~that ~~Executive~~may ~~Officers”)~~be issued in the future. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change of control and may adversely affect the voting and other rights of holders of our common stock.

The responsibility for establishing, administering and interpreting our policies governing the compensation and benefits for our executive officers lies with our Board of Directors. In this connection the Board has not retained the services of any compensation consultants.Warrants

~~The~~As ~~goals~~ of ~~our~~the ~~executive~~date of ~~compensation~~this ~~program~~prospectus, there are 4,582,500 Series C Warrants issued and outstanding allowing the holders thereof to ~~attract~~purchase up to an aggregate of 4,582,500 ~~motivate~~shares ~~and~~of ~~retain~~our ~~individuals~~common ~~with~~stock at an exercise price of $0.16 per share through December 31, 2012. The exercise price of the ~~skills~~Series C Warrants and ~~qualities~~the ~~necessary~~number of shares issuable upon the exercise of the warrants are subject to ~~support~~proportional ~~and~~adjustment ~~develop~~in ~~our~~the ~~business~~event ~~within~~of stock splits, dividends, recapitalizations or similar transactions. There are currently 167,500 Series D Warrants issued and outstanding allowing the ~~framework~~holders thereof to purchase up to an aggregate of 167,500 shares of our ~~small~~common ~~size~~stock at an exercise price of $0.30 per share through December 31, 2013. The exercise price of the Series D Warrants and ~~available~~the ~~resources~~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. InThere ~~2009~~are currently 2,000,000 weSeries ~~designed~~E ~~our~~Warrants issued ~~executive~~and ~~compensation~~outstanding ~~program~~allowing the holders thereof to ~~achieve~~purchase up to an aggregate of 2,000,000 shares of our common stock at an exercise price of $0.10 per share through December 31, 2016; the ~~following~~Series ~~objectives:~~E Warrants include a “cashless exercise” provision.

~~• attract and retain executives experienced in developing and delivering products such as our own;~~Options

~~• motivate~~We ~~and~~have ~~reward~~a ~~executives~~total of ~~whose~~10,000,000 ~~experience~~shares of our common stock reserved for issuance under the 2011 Plan. As of August 31, 2012, there are 360,000 options issuable to certain individuals and ~~skills~~entities pursuant to which they are ~~critical~~eligible to purchase an equal number of shares of our ~~success;~~ common stock at a price of $0.083 per share, subject to them meeting certain vesting milestones. In addition, there are currently 135,000 restricted stock grants issued to our officers and one of our directors which will vest on June 10, 2013.

~~• reward~~Dividend ~~performance; and~~Policy

~~• align~~We have never paid cash dividends on our capital stock and we do not anticipate paying any cash dividends in the ~~interests~~foreseeable future; we intend to retain capital for reinvestment in the business. Any future determination to pay cash dividends will be at the discretion of the Board and will be dependent upon our ~~executive~~financial ~~officers~~condition, results of operations, capital requirements and ~~stockholders~~other byfactors ~~motivating executive~~as ~~officers~~the toboard ~~increase~~of ~~stockholder~~directors ~~value~~deems relevant.

~~The~~Shares ~~following~~Eligible ~~table~~for ~~summarizes~~Future ~~the compensation earned by the Named Executive Officers during the fiscal years ended December 31, 2009, 2008 and 2007.~~Sale

~~SUMMARY~~Future ~~COMPENSATION~~sales ~~TABLE~~of a substantial number of shares of our common stock in the public market could adversely affect market prices prevailing from time to time. Under the terms of this Offering, the shares offered may be resold without restriction or further registration under the Securities Act of 1933, except that any shares purchased by our “affiliates,” as that term is defined under the Securities Act, may generally only be sold in compliance with Rule 144 under the Securities Act.

Name and Principal Position	Year Ended December 31,	Salary ($)	Option Awards ($) (4)	All Other Compensation ($)	Total ($)
Greg Wujek(1) Director, Former President and CEO,	2009 2008 2007	225,000 225,000 225,000	- 13,624 1,210,568	- - -	225,000 238,624 1,435,568
Gary Branning(2) Director, Former CFO	2009 2008 2007	- - -	- - -	3,400 5,000 1,700	3,400 5,000 1,700
Raymond Krauss(3) CFO, Secretary, Treasurer, Director	2009 2008 2007	- - -	- - -	3,400 3,900 -	3,400 3,900 -

~~(1)~~Sale ~~On April 6, 2006, we appointed Mr. Greg Wujek to the positions~~ of ~~President~~Restricted and Chief Executive Officer. Pursuant to an Employment Agreement with Mr. Greg Wujek, the Board approved an annual salary of $225,000, a one-time payment of $16,437 for reimbursement of certain expenses incurred in connection with the acceptance of employment, and a stock option to purchase up to 2,250,000 shares of our common stock, subject to certain vesting requirements, at an exercise price of $1.22.Shares

OnCertain ~~August~~shares 1,of ~~2006,~~our weoutstanding ~~cancelled the~~ common stock ~~option~~were ~~granted~~issued toand ~~Mr.~~sold ~~Wujek~~by us in ~~April~~private ~~2006~~transactions ~~for~~in ~~2,250,000~~reliance ~~stock~~upon ~~options~~exemptions ~~and~~from ~~simultaneously~~registration ~~entered~~under ~~into~~the aSecurities ~~stock~~Act and ~~option~~have ~~agreement~~not ~~with~~been Mrregistered for resale. ~~Wujek~~Additional ~~for~~shares ~~the~~may ~~purchase~~be ofissued uppursuant to ~~2,000,000~~outstanding warrants and options. Such shares may ofbe ~~common~~sold ~~stock,~~only ~~subject~~pursuant to ~~certain~~an ~~vesting~~effective ~~requirements,~~registration atstatement anfiled ~~exercise~~by ~~price~~us ofor ~~$0.52~~an ~~per~~applicable ~~share~~exemption, ~~expiring~~including ~~July~~the ~~31,~~exemption contained ~~2016~~in Rule 144 promulgated under the Securities Act.

~~The~~In ~~stock~~general, ~~option~~under toRule ~~purchase~~144, upsubject to ~~2,000,000~~the satisfaction ~~shares~~ of ~~common~~certain ~~stock~~other ~~vests~~conditions, asa ~~follows:~~person ~~(a)~~deemed ~~250,000~~to ~~options~~be ~~shall~~one ~~vest~~of ifour ~~and~~affiliates, ~~when~~who anhas ~~Investigational~~beneficially ~~New~~owned ~~Drug~~restricted ~~(IND)~~shares of ~~application~~our iscommon ~~filed~~stock for ~~any~~at ~~current~~least orone ~~future~~year ~~compounds; (b)~~is ~~250,000~~permitted ~~options~~to ~~shall~~sell ~~vest~~in ~~if and when~~ a ~~phase~~brokerage Itransaction, ~~clinical~~within ~~trial is commenced for~~ any ~~current~~three-month ~~or future compounds; and (c) 1~~period,~~500,000~~ ~~options~~a ~~shall~~number of ~~vest~~shares ifthat ~~and~~does ~~when~~not weexceed orthe agreater ~~wholly~~of ~~owned~~1% ~~subsidiary~~of orthe ~~any~~total ~~one~~number ~~current~~of oroutstanding ~~future~~shares ~~compound~~of isthe ~~acquired~~same class, ~~in whole~~ or ~~in part~~, orif ~~when~~our ~~either~~common stock ~~through~~is usquoted oron a ~~subsidiary~~stock exchange, ~~enters~~the ~~into~~average aweekly ~~strategic~~trading ~~collaborative~~volume ~~agreement~~during ~~for~~the ~~any~~four ~~one~~calendar ~~current~~weeks orpreceding ~~future~~the ~~compound~~sale, ~~provided~~if ~~that~~greater. As ~~the our Board~~ of ~~Directors~~August ~~has~~31, ~~approved~~2012, bywe ~~written~~had ~~resolution~~85,501,557 ~~any~~shares ~~such~~of ~~acquisition,~~common ~~sale~~stock orissued ~~agreement~~and outstanding. We ~~expected~~Of ~~that~~these ~~the~~shares, ~~first 250~~1,~~000~~911,426 ~~stock~~are ~~options~~freely ~~would~~tradable by ~~vest~~persons atother ~~around~~than 12our ~~months~~affiliates, ~~from~~without ~~the~~restriction ~~date~~under ofthe ~~grant,~~Securities ~~the~~Act ~~second~~and ~~250~~83,~~000~~670,131 ~~stock~~shares ~~options~~are ~~would~~restricted ~~vest~~securities within ~~at around 18 months from~~ the ~~date~~meaning of ~~grant~~Rule 144 and ~~the~~may ~~remaining~~not ~~1,500,000~~be ~~stock~~sold ~~options~~unless ~~would~~an ~~vest~~exemption atfrom ~~around~~the 12registration ~~months~~requirements ~~from~~of the ~~date~~Securities ofAct is ~~grant~~available (including Rule 144).

WeIn ~~accounted~~order for ~~the~~stockholders ~~cancellation~~of ~~and~~a ~~re-issuance~~former of“shell company” ~~the~~to ~~stock~~use ~~option~~Rule as144, athe ~~modification~~company ofmust ~~terms,~~have ~~resulting~~ceased into ~~additional~~be ~~stock-based~~a ~~compensation~~“shell ~~expense~~company,” ~~for~~be subject to the ~~excess~~reporting requirements of ~~the~~Section ~~fair~~13 ~~value~~or 15(d) of the ~~replacement~~Exchange ~~award~~Act; ~~over~~filed ~~the~~all ~~fair~~reports ~~value~~and ofother materials required to be filed by Section 13 or 15(d) of the ~~cancelled~~Exchange ~~award~~Act, atas applicable, during the ~~cancellation~~preceding ~~date. The~~twelve ~~fair~~months ~~value~~and ofhave filed current “Form 10 Information” with the ~~stock~~SEC ~~option~~reflecting its status as aan ~~result~~entity ofthat ~~the~~is ~~cancellation~~no ~~and~~longer ~~re-issuance~~a ~~was~~“shell $2company,~~667,500. The~~” ~~fair~~then ~~value~~those ofsecurities ~~each~~may ~~batch~~be sold subject to the requirements of ~~stock~~Rule ~~options~~144 ~~was~~after ~~amortized~~one ~~over~~year ~~their~~has ~~expected~~elapsed ~~service~~from ~~periods,~~the ~~which~~date wethat ~~reassessed~~the onissuer afiled ~~periodic~~“Form ~~basis. During~~10 Information” with the ~~years~~SEC. ~~ended~~Prior ~~December~~to ~~31,~~our ~~2009,~~entrance ~~2008,~~into ~~and~~the ~~2007,~~Merger Agreement we ~~recognized~~had ~~$0,~~been ~~$13,624,~~deemed ~~and~~a ~~$1,210,568,~~“shell ~~respectively,~~company.” Subject to the satisfaction of ~~stock-based~~certain ~~compensation~~other ~~expense~~conditions, ~~related~~our stockholders will not be eligible to rely on Rule 144 for at least one year from the ~~2,000,000~~filing ~~stock~~of ~~options~~the ~~granted~~January to5, ~~Mr.~~2012 ~~Wujek~~Form 8-K.

AtThe ~~December~~possibility ~~31,~~that ~~2009,~~substantial ~~there~~amounts of ~~was~~our nocommon ~~unrecognized~~stock may be sold under Rule 144 into the public market may adversely affect prevailing market prices for the common stock~~-compensation~~ ~~expense~~and ~~related~~could impair our ability to raise capital in the ~~2,000,000~~future ~~stock~~through ~~option~~the ~~grant~~sale of equity securities.

AtLegal December 31, 2009, none of the vesting requirements of the 2,000,000 stock options had been met and thus none of the 2,000,000 stock options were exercisable. Mr. Wujek resigned his position as President and Chief Executive Officer effective as of March 15, 2010. Mr. Wujek continues to serve as one of the Company’s directors. All of the 2,000,000 stock options were forfeited upon his resignation and termination of employment..Proceedings

~~(2) Mr.~~Although ~~Branning~~we ~~was~~are ~~appointed~~not party to ~~the~~nor ~~position~~are we aware of ~~CFO~~any onpending ~~September 5~~lawsuit, ~~2008~~litigation ~~and~~or ~~resigned on December 11~~proceeding, ~~2008. The~~from ~~amount~~time ~~included~~to intime, ~~the~~we ~~“All~~may ~~Other~~become ~~Compensation”~~involved ~~column~~in ~~represents~~various ~~non-employee~~lawsuits ~~director fees. Non-employee directors receive monthly cash compensation of $250 plus $100 for each board meeting attended. Mr. Branning was not our employee~~ and ~~did~~legal proceedings ~~not~~which ~~receive~~arise ~~additional~~in ~~compensation for~~ the ~~period~~ordinary course of ~~time when he served as our CFO~~business.

~~(3) Mr.~~We ~~Krauss~~are ~~was~~currently ~~appointed~~not toaware ~~the positions~~ of ~~CFO,~~any ~~Secretary~~other legal ~~and~~proceedings ~~Treasurer~~or onclaims ~~December~~that ~~11,~~we ~~2008~~believe towill ~~fill~~have, ~~the~~individually, ~~vacancy~~or ~~created by the resignation of Mr. Branning. The amount included~~ in the ~~“All~~aggregate, ~~Other~~a ~~Compensation”~~material ~~column~~adverse ~~represents~~effect ~~non-employee~~on ~~director~~our ~~fees. Non-employee~~business, financial ~~directors~~condition ~~receive~~or ~~monthly~~operating ~~cash compensation of~~ results.

~~$250~~The ~~plus~~Selling ~~$100 for each board meeting attended. Mr. Krauss did not receive additional compensation for the period of time when he served as our CFO.~~Stockholders

~~(4) This~~The ~~column~~Selling ~~reflects~~Stockholders ~~the~~are ~~dollar~~existing ~~amount~~non-affiliated stockholders ~~recognized~~who ~~for~~purchased ~~financial~~shares ~~statement~~of ~~reporting~~our ~~purposes~~common ~~for~~ stock ~~options~~from ~~and~~us ~~warrants~~in the BluFlow Offering completed in May 2011, ~~which~~the ~~may~~12/11 ~~include~~Sale ~~amounts~~and the ~~from~~2012 ~~awards~~Private ~~made~~Placement completed in ~~and~~June ~~prior~~2012, or in transactions with us or with our affiliate pursuant to exemptions from the ~~years~~registration ~~shown~~requirements of the Securities Act. ~~For~~ The table below sets forth information ~~regarding~~concerning ~~significant~~the ~~factors~~resale of the shares by the Selling Stockholders. Although we will pay substantially all the expenses incident to the registration of the shares, ~~assumptions~~we will ~~and~~not ~~methodologies~~receive ~~used~~any proceeds from the sales by the Selling Stockholders. We will, however, receive up to $706,650 in ~~determining~~proceeds if the ~~fair~~Warrants ~~value~~are ofexercised; ~~our~~to ~~stock~~the ~~options~~extent ~~and~~we ~~warrants~~receive such proceeds, they will be used for general working capital purposes. Please see “~~Note~~Use 11of Proceeds.” ~~Stock~~Upon ~~Options”~~completion of the Reverse Merger the shares and ~~“Note~~warrants ~~12.~~issued ~~Warrants”~~by toBluFlow were ~~the~~exchanged ~~Consolidated~~for ~~Financial~~shares ~~Statements~~and ~~included~~warrants ~~elsewhere~~of Ceres as further described in this ~~Prospectus~~prospectus. Accordingly, the number of shares issued and warrant designation reflect the one-for-three share exchange pursuant to the Reverse Merger.

Grants of Plan-Based Awards

Name of Selling Stockholders ⁽¹⁾

No. of
Shares
Beneficially
Owned Prior
to the
Offering ⁽²⁾

% of Issued
and
Outstanding
Shares Owned
Prior to the
Offering

Number of
Shares
Registered
Under This
Offering ⁽³⁾

% of Issued
and
Outstanding
Shares Owned
After This
Offering

1420468 Alberta Ltd.

22,500

⁽⁴⁾

10,000

1420524 Alberta Ltd.

22,500

⁽⁴⁾

10,000

Joseph & Valerie Cichocki

675,000

⁽⁴⁾

375,000

Philip & Tina Deangelo

450,000

⁽⁴⁾

250,000

John & Jaclyn Dresch

450,000

⁽⁴⁾

250,000

Frank Fabio

450,000

⁽⁵⁾

250,000

Michael Fierro

22,500

⁽⁴⁾

10,000

Chandrasek Gadamsetty

52,500

⁽⁷⁾

52,500

William Gillan

22,500

⁽⁴⁾

10,000

Janet Granier

1,125,000

⁽⁴⁾

625,000

Paul Greco

22,500

⁽⁴⁾

10,000

Kalen Capital Corporation

22,500

⁽⁴⁾

10,000

Arturo Keller

375,000

⁽⁶⁾

125,000

Himabindu Khammampadpalli

37,500

⁽⁷⁾

37,500

Dale Leake

1,125,00

⁽⁴⁾0

625,000

Gerald Lynch

675,000

⁽⁴⁾

375,000

Sarika Mandla

112,500

⁽⁴⁾

62,500

Narender Metuku

112,500

⁽⁷⁾

112,500

Sanjiv Pandya

1,500,000

⁽⁸⁾

500,000

Daxa Patel

450,000

⁽⁴⁾

250,000

Dilipkumar Patel

450,000

⁽⁴⁾

250,000

Ilabahen Patel

225,000

⁽⁴⁾

100,000

Javnika Patel

45,000

⁽⁴⁾

25,000

Manish Patel

450,000

⁽⁴⁾

250,000

Nandlal & Chandrika Patel

1,125,000

⁽⁴⁾

625,000

Niranjand Patel

225,000

⁽⁴⁾

100,000

Saral Patel

450,000

⁽⁴⁾

250,000

Vinubhai Patel

1,350,000

⁽⁴⁾

750,000

Sean Peay

22,500

⁽⁴⁾

10,000

Ashok Reddy

187,500

⁽⁷⁾

187,500

Kimberly Rose

22,500

⁽⁴⁾

10,000

Anthony & Lorraine Savage

1,260,000

⁽⁴⁾

700,000

Madhu Thalakola

112,500

⁽⁷⁾

112,500

Ravinder Vurady

112,500

⁽⁴⁾

62,500

Woodgreen International Holdings Ltd.

900,000

⁽⁴⁾

500,000

Total

14,662,500

17.1

7,882,500

9.2

We did not grant any stock options to our Named Executive Officers during the fiscal year ended December 31, 2009.

Outstanding Equity Awards at Fiscal-Year End

The following table sets forth information regarding equity awards that have been previously awarded to each of the Named Executive Officers and which remained outstanding as of December 31, 2009.

	Option Awards	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date
Greg Wujek(1)	-	2,000,000	0.52	7/31/2016

(1) On April 6, 2006, we appointed Mr. Greg Wujek to the positions of President and Chief Executive Officer. Pursuant to an Employment Agreement with Mr. Greg Wujek, the Board approved an annual salary of $225,000, a one-time payment of $16,437 for reimbursement of certain expenses incurred in connection with the acceptance of employment, and a stock option to purchase up to 2,250,000 shares of our common stock, subject to certain vesting requirements, at an exercise price of $1.22.

On August 1, 2006, we cancelled the stock option granted to Mr. Wujek in April 2006 for 2,250,000 stock options and simultaneously entered into a stock option agreement with Mr. Wujek for the purchase of up to 2,000,000 shares of common stock, subject to certain vesting requirements, at an exercise price of $0.52 per share, expiring July 31, 2016. For the terms of the stock option, please refer to footnote (1) to the Summary Compensation Table above. Mr. Wujek resigned his position as President and Chief Executive Officer effective as of March 15, 2010. Mr. Wujek continues to serve as one of the Company’s directors. All of the 2,000,000 stock options were forfeited upon his resignation and termination of employment.

Option Exercises and Stock Vested

During the fiscal year ended December 31, 2009 none of the Named Executive Officers exercised any stock options and none of the outstanding stock options vested.

~~Options~~* ~~Granted~~less inthan ~~2010~~0.1%

On(1) ~~March~~Calculated pursuant 15to Rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 85,501,557 ~~2010~~shares ~~our~~of ~~Board~~common stock issued and outstanding on a fully diluted basis as of ~~Directors~~August ~~granted~~31, 2012. Unless otherwise stated below, each such person has sole voting and investment power with respect to all such shares. Under Rule 13d-3(d) of the ~~following~~Exchange ~~options~~Act, shares not outstanding which are subject to ~~termination~~options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other ~~conditions~~person ~~set~~listed. ~~forth~~Except as otherwise noted in the notes to this table, to the best of our knowledge, the Selling Stockholders have not had a short position in our common stock; ~~option~~is ~~agreement~~not ~~between~~a broker-dealer or an affiliate of a broker-dealer (a broker-dealer may be a record holder); has not held any position or office, or has had any material relationship with us or any of our affiliates within the past three years. The Selling Stockholders and ~~each~~any broker-dealers or agents that are involved in selling these shares are deemed to be underwriters within the meaning of the ~~below~~Securities ~~named~~Act ~~individuals:~~for such sales. An underwriter is a person who has purchased shares from an issuer with a view towards distributing the shares to the public. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be considered to be underwriting commissions or discounts under the Securities Act.

Name	Number of Shares Subject to the Option	Exercise Price	Term(1) (Number of Years)
Dr. James Lynch(2)	4,000,000	$0.04	10
Greg Wujek (3)	400,000	0.04	10
Raymond Krauss(4)	200,000	0.04	10
Gary Branning (5)	200,000	0.04	10
Li-Xi Yang(6)	200,000	0.04	10

⁽²⁾ This amount includes the maximum number of shares issuable upon exercise of the Warrants.

(13) ~~Subject~~ We have agreed to ~~earlier~~register ~~termination~~for inresale on behalf of the ~~event~~Selling Stockholders one-third of the ~~option~~shares ~~holder~~of ~~ceases~~common stock issued pursuant to bethe ~~one~~BluFlow ofOffering ~~our~~and ~~director,~~the ~~officer~~12/11 ~~or consultant~~Sale, all asof the ~~case~~shares issued pursuant to the 2012 Private Placement and all of the Warrants issued to non-affiliates of ours. The Selling Stockholders may besell all or part of the shares registered pursuant to this prospectus.

(24) ~~The~~ ~~stock~~Represents ~~option~~shares ~~granted~~of tocommon ~~was~~stock ~~granted~~and inshares issuable ~~accordance~~upon ~~with~~exercise ~~the terms~~ of ~~the~~Series ~~employment~~C ~~agreement between~~Warrants uspurchased ~~and~~pursuant ~~Dr.~~to ~~Lynch.~~the ~~Dr.~~BluFlow ~~Lynch’s options vest as follows:~~Offering.

(a5) as toMr. ~~600~~Frank Fabio, BluFlow’s former Chief Financial Officer, purchased 450,000 shares ~~when,~~and Series C Warrants prior to the ~~Board’s~~BluFlow ~~sole~~Offering ~~determination~~on ~~and~~the ~~satisfaction,~~same terms and conditions as athe ~~result~~Selling ofStockholders ~~Dr.~~who ~~Lynch’s~~purchased ~~efforts,~~their ~~our~~units ~~proprietary~~pursuant ~~pharmacological~~to ~~compound~~the BluFlow Offering, ~~‘D11B’~~accordingly, ~~achieves~~his IVshares ~~formulation~~have ~~and~~been ~~stability~~included in ~~milestones,~~the ~~enabling~~number ~~further~~of ~~development;~~shares sold pursuant to the BluFlow Offering.

(b6) as toDr. ~~600~~Arturo Keller,~~000~~ ~~when~~a former director of BluFlow, purchased 225,000 shares and Series C Warrants pursuant to the ~~Board’s~~BluFlow ~~sole~~Offering ~~determination~~ and ~~satisfaction~~received 150,000 asshares aupon ~~result~~his ofresignation; the ~~Dr.~~shares ~~Lynch’s~~issued ~~efforts,~~to ~~our~~Dr. ~~proprietary~~Keller ~~pharmacological~~upon ~~compound,~~his ~~‘D11B’,~~resignation ~~achieves~~are ~~toxicity~~not ~~and~~included ~~pharmacokinetic~~for ~~milestones,~~resale ~~enabling~~in ~~further~~this ~~development;~~prospectus.

(c7) as toRepresents ~~300,000~~ shares ~~when,~~of tocommon ~~the~~stock ~~Board’s sole determination~~ and ~~satisfaction, as a result~~ shares of ~~Dr.~~common ~~Lynch’s~~stock ~~efforts,~~issuable weupon ~~successfully~~exercise ~~prepares~~of anSeries ~~Investigator’s~~D ~~Brochure~~Warrants ~~(IB)~~purchased inpursuant ~~accordance with ICH guidelines, for a product or products related~~ to ~~our~~the ~~proprietary~~2012 ~~pharmacological~~Private ~~compound, ‘D11B’;~~Placement.

(d8) as toRepresents ~~450,000~~ shares ~~when, to the Board’s sole determination and satisfaction, as a result~~ of ~~Dr.~~common ~~Lynch’s~~stock ~~efforts,~~purchased wepursuant to ~~successfully files an Investigational New Drug Application (IND) with~~ the US12/11 ~~Food & Drug Administration for a product or products related to our proprietary pharmacological compound, ‘D11B’;~~Sale.

~~(e) as~~The toSelling ~~300~~Stockholders may sell some,~~000~~ all or none of their shares. ~~when,~~We todo not know how long the ~~Board’s~~Selling ~~sole~~Stockholders ~~determination~~will ~~and~~hold ~~satisfaction,~~the asShares aoffered ~~result~~hereunder ofbefore Drselling them. ~~Lynch’s~~We ~~efforts,~~currently wehave ~~successfully~~no ~~administers~~agreements, ~~‘first~~arrangements ~~patient-first~~or ~~dose’~~understandings ~~for~~with athe ~~product~~Selling orStockholder ~~products~~regarding ~~related~~the tosale ~~our~~of ~~proprietary~~any ~~pharmacological~~of the ~~compound,~~shares ~~‘D11B’;~~by them.

~~(f) as~~The shares offered by this prospectus may be offered from time to ~~1,000,000~~time ~~shares~~by ~~when,~~the Selling Stockholders. As used in this prospectus, the ~~Board’s~~term ~~sole~~“selling ~~determination~~stockholders” includes the Selling Stockholders listed in this section, and ~~satisfaction~~any donee, aspledgee, atransferee ~~result~~or other successor in interest selling shares received after the date of ~~Dr.~~this ~~Lynch’s efforts,~~prospectus wefrom ~~successfully~~a ~~adds~~selling stockholder as a ~~new~~gift, ~~compound~~pledge, (or ~~product(s)~~other ~~derived~~non-sale ~~therefrom)~~related totransfer. The ~~our~~Selling ~~pipeline~~Stockholders ~~other~~may ~~than~~have ~~compounds~~sold (or ~~products~~transferred, ~~derived~~in transactions exempt from ~~any~~the ~~compounds~~registration ~~contemplated)~~requirements byof the ~~Company’s~~Securities Act, ~~license~~some ~~agreement~~or ~~with~~all of their shares since the ~~Trustees~~date ofon ~~Dartmouth~~which ~~College;~~the information in the table is presented. Information about the Selling Stockholders may change over time.

~~(g) as~~Plan ~~to 250,000 shares (500,000 shares in the aggregate), on each~~ of, ~~March 15, 2012 and March 15, 2013;~~Distribution

~~(h) as~~The toSelling 62Stockholders of the common stock and any of their pledgees,~~500~~ ~~(250~~assignees and successors-in-interest may,~~000~~ from time to time, sell any or all of their shares inof ~~aggregate)~~common stock on ~~each~~the ofOver ~~June~~the ~~15,~~Counter ~~2010,~~Bulletin ~~September~~Board ~~15,~~or ~~2010,~~any ~~December~~other 15stock exchange, ~~2010~~market ~~and~~or ~~March~~trading ~~15,~~facility ~~2011~~on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:

~~The~~· ~~Stock~~ordinary ~~Option~~brokerage ~~Agreement~~transactions ~~between us~~ and ~~Dr.~~transactions Lynch will terminate upon the termination of Dr. Lynch’s Employment Agreement with us. Dr. Lynch then will have 90 days to exercise the option to the extent vested. In the event of Dr. Lynch’s death while serving as a director, his estate will have a period of 180 days following the date of death in which ~~to exercise~~ the ~~option~~broker-dealer tosolicits the extent vested. However, the Stock Option Agreement between us and Dr. Lynch provides that if there shall be a Change of Control (as defined below) at any time during the term of the Employment Agreement, then any unvested Options shall vest on the date that such Change of Control was consummated. For purposes of the Stock option Agreement between us and Dr. Lynch, “Change of Control” means (i) the acquisition, directly or indirectly, during the term of the Employment Agreement, by any person (as such term is defined in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) in one transaction or a series of related transactions (other than through an offer and sale of securities pursuant to a registration statement filed with the United States Securities and Exchange Commission), of securities of the Company representing in excess of fifty percent (50%) or more of our combined voting power. purchasers;

~~(3) Mr.~~· ~~Wujeks’s~~block ~~options~~trades ~~vest~~in aswhich ~~follows:~~the ~~200,000~~broker-dealer onwill attempt to sell the ~~date~~shares ofas ~~grant;~~agent ~~66,667~~but onmay ~~March~~position ~~15,~~and ~~2011;~~resell ~~66,667~~a ~~on March~~portion ~~15,~~of ~~2012~~the ~~and~~block ~~66,666~~as onprincipal ~~March~~to ~~15,~~facilitate ~~2013.~~the transaction;

~~The~~· ~~option~~purchases ~~terminates~~by ata ~~such~~broker-dealer ~~time~~ as ~~Mr.~~principal ~~Wujek~~and ~~ceases~~resale toby ~~serve as one of our directors. Mr. Wujek then will have 90 days to exercise~~ the ~~option~~broker-dealer tofor ~~the~~its extent vested. In the event of Mr. Wujek’s death while serving as a director, his estate will have a period of 180 days following the date of death in which to exercise the option to the extent vested.account;

~~(4) Mr.~~· ~~Krauss’~~an ~~options~~exchange ~~vest~~distribution asin ~~follows:~~accordance ~~66,667~~with onthe ~~March~~rules ~~15,~~of ~~2011;~~the ~~66,667~~applicable ~~on March 15, 2012 and 66,666 on March 15, 2013.~~ exchange;

~~The~~· ~~option~~privately ~~terminates~~negotiated at such time as Mr. Krauss ceases to serve as one of our directors. Mr.Krauss then will have 90 days to exercise the option to the extent vested. In the event of Mr. Krauss’ death while serving as a director, his estate will have a period of 180 days following the date of death in which to exercise the option to the extent vested.transactions;

~~(5) Mr.~~· ~~Branning’s~~settlement ~~options~~of ~~vest~~short assales ~~follows:~~entered ~~66,667~~into onafter ~~March~~the ~~15,~~effective ~~2011;~~date ~~66,667~~of onthe ~~March~~registration ~~15,~~statement ~~2012~~of ~~and~~which ~~66,666 on~~this ~~March~~prospectus ~~15,~~is ~~2013.~~a part;

~~The~~· ~~option~~an ~~terminates~~agreement atwith ~~such~~a ~~time~~broker-dealers ~~as Mr. Branning ceases~~ to ~~serve~~sell asa ~~one~~specified ofnumber ~~our directors. Mr. Branning then will have 90 days to exercise the option to the extent vested. In the event~~ of ~~Mr.Branning’s~~such ~~death~~shares ~~while serving~~at as a ~~director,~~stipulated ~~his~~price ~~estate~~per ~~will have a period of 180 days following the date of death in which to exercise the option to the extent vested.~~share;

~~(6) Dr.~~· ~~Yang’s~~through the writing or settlement of options ~~vest~~or asother ~~follows:~~hedging transactions, whether through an options exchange or otherwise;

(· a~~) 40,000~~ oncombination ~~the~~of ~~date~~any such methods of ~~grant~~sale; or

~~(b) 80,000~~· ~~when,~~any toother ~~the~~method ~~Board’s~~permitted ~~sole~~pursuant ~~determination~~to ~~and~~applicable ~~satisfaction, as a result of Dr~~law. ~~Yang’s efforts, our proprietary pharmacological compound, ‘D11B’, achieves toxicity and pharmacokinetic milestones, enabling further development; and~~

~~(c) 80,000~~The ~~when,~~Selling toStockholders ~~the~~may ~~Board’s~~also ~~sole~~sell ~~determination~~shares under ~~and~~Rule ~~satisfaction~~144, asif ~~a result of Dr. Yang’s efforts~~available, werather ~~successfully~~than ~~prepare~~under anthis ~~Investigator’s Brochure (IB) in accordance with ICH guidelines, for a product or products related to its proprietary pharmacological compound, ‘D11B’~~prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440.

In connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholder may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this Prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute their shares. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

~~The~~We ~~option~~are ~~terminates~~required ~~at such time as Dr. Yang ceases~~ to ~~serve~~pay ascertain ~~our~~fees ~~consultant.~~and expenses ~~Dr.~~incurred ~~Yang~~by ~~then will~~us ~~have~~incident ~~90 days~~ to ~~exercise~~ the ~~option~~registration toof the ~~extent vested~~shares. InWe ~~the~~have ~~event~~agreed ofto ~~Dr.~~indemnify ~~Yang~~the ~~death~~Selling ~~while serving~~Stockholders asagainst certain ~~our~~losses, ~~consultant~~claims, ~~his~~damages ~~estate~~and ~~will~~liabilities, ~~have~~including aliabilities ~~period~~under ~~of 180 days following~~ the ~~date~~Securities ~~of death in which to exercise the option to the extent vested~~Act.

~~Changes~~Because the Selling Stockholders may be deemed to be an “underwriter” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in ~~Control~~connection with the proposed sale of the resale shares by the Selling Stockholders.

~~There~~We ~~are~~agreed noto ~~understandings~~keep orthis ~~agreements~~prospectus ~~known~~effective until the earlier of: (i) the date on which the shares may be resold by ~~management~~the atSelling Stockholders without registration and without regard to any volume limitations by reason of Rule 144 or any other rule of similar effect; (ii) all of the shares have been sold pursuant to this ~~time~~prospectus or Rule 144 ,or any other rule of similar effect; or (iii) the one year anniversary of the effective date of the registration statement of which ~~would~~this ~~result~~prospectus is part. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in acertain ~~change~~states, the resale shares may not be sold unless they have been registered or qualified for sale in ~~control~~the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

~~Except~~Under ~~with~~applicable ~~respect~~rules toand ~~our~~regulations ~~Stock~~under the ~~Option~~Exchange ~~Agreement~~Act, ~~with~~any ~~Dr.~~person ~~Lynch,~~engaged wein dothe ~~not~~distribution ~~have~~of ~~any~~the ~~change-of-control~~resale orshares ~~severance~~may ~~agreements~~not simultaneously engage in market making activities with ~~any~~respect ofto ~~our~~the ~~executive~~common ~~officers~~stock orfor ~~directors.~~the ~~Please~~applicable ~~refer~~restricted period, as defined in Regulation M, prior to ~~footnote~~the Nocommencement of the distribution. 1In addition, the Selling Stockholder will be subject to applicable provisions of the ~~table~~Exchange inAct ~~“Options~~and ~~Granted~~the inrules and ~~2010”~~regulations ~~above. Otherwise~~thereunder, inincluding Regulation M, which may limit the ~~event~~timing of ~~the~~purchases ~~termination~~and sales of ~~employment~~shares of the ~~Named~~common ~~Executive~~stock by ~~Officers~~the Selling Stockholder or any ~~and~~other ~~all~~person. ~~unexercised~~We ~~stock~~will ~~options~~make ~~shall~~copies ~~expire~~of this prospectus available to the Selling Stockholder and have noinformed ~~longer~~them beof ~~exercisable~~the asneed to deliver a copy of this prospectus to each purchaser at or prior to the ~~date~~time of the ~~termination~~sale (including by compliance with Rule 172 under the Securities Act).

~~Employment~~Limitation ~~Agreements~~Of Liability and Indemnification Of Officers and Directors; Insurance

~~Greg~~Our ~~Wujek~~Articles of Incorporation limit the liability of directors to the maximum extent permitted by Nevada law. Nevada law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for:

~~Our~~· ~~employment~~any ~~agreement~~breach ~~with~~of ~~Mr.~~their ~~Wujek~~duty ~~was~~of ~~terminated~~loyalty ~~on March 15, 2010. Please refer~~ to ~~footnote number 1 to~~ the ~~“SUMMARY~~corporation ~~COMPENSATION~~or ~~TABLE”~~its ~~above for a description of Mr. Wujek’s employment agreement.~~stockholders;

~~Dr.~~· ~~Lynch~~acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

On· ~~March~~unlawful ~~15,~~payments ~~2010~~of wedividends ~~entered into the Lynch Employment Agreement with Dr. James Lynch. The Lynch Employment Agreement may be terminated at any time with~~ or ~~without~~unlawful ~~cause~~stock byrepurchases ~~either party. However, in the event the Lynch Employment Agreement is terminated by us at any time after March 15, 2011 without cause,~~ or byredemptions; ~~Dr. Lynch for good reason, we are obligate to continue to pay Dr. Lynch a severance payment equal to six months of his then annual salary.~~or

~~Pursuant~~· toany ~~the~~transaction ~~Lynch~~from ~~Employment~~which ~~Agreement Dr. Lynch will devote substantially all of his full time work efforts to~~ the ~~fulfillment~~director ofderived ~~his responsibilities as our President and Chief Executive Officer. In consideration of his employment we are paying Dr. Lynch~~ an ~~annual~~improper ~~salary~~personal ~~of $248,000 and reimbursement of his health insurance premiums in the amount of $1,350 per month~~benefit. Our Board of Directors also granted Dr. Lynch an option to acquire up 4,000,000 shares of our common stock at an exercise price of $0.04 per share. Please refer to footnote No. 1 to the table in “Options Granted in 2010” above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 26, 2010 by:

· each person (or group of affiliated persons) who is known by us to beneficially own 5% or more of our common stock;

· each of our directors; each of our named executive officers; and,

· all of our directors and executive officers as a group.

~~Unless~~Our ~~otherwise~~Bylaws ~~stated~~provide ~~below~~that we will indemnify our directors, ~~each~~officers, ~~such~~employees ~~person~~and ~~has~~other ~~sole~~agents ~~voting~~to the fullest extent permitted by law. We believe that indemnification under our Bylaws covers at least negligence and ~~investment~~gross ~~power~~negligence on the part of indemnified parties. Our Bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with ~~respect~~their services to ~~all~~us, regardless of whether our Bylaws permit such ~~shares~~indemnification.

Name and Address of Beneficial Owner	Positions and Offices Held	Number of Shares Beneficially Owned	Percent of Class(1))
Dr. James F. Lynch(2) 100 Overlook Drive, 2nd Floor Princeton, NJ 08540	President, Chief Executive Officer, and Director	-0-	-0-
Greg Wujek(3) 100 Overlook Drive, 2nd Floor, Princeton, NJ 08540	Director Former President and Chief Executive Officer	200,000	0.1%
Gary Branning(4) 100 Overlook Drive, 2nd Floor Princeton, NJ 08540	Director, Former Chief Financial Officer	-0-	-0- %
Raymond Krauss(5) 100 Overlook Drive, 2nd Floor Princeton, NJ 08540	Chief Financial Officer, Secretary, Treasurer, Director	3,500	-0- %
1420525 Alberta Ltd.(6) 1628 West 1st Avenue, Suite 216 Vancouver, British Columbia, V6J 1G1	Stockholder	85,730,171	42.6 %
Jasvir Rayat(7) 3095 West 36th Avenue Vancouver, British Columbia V6N 2S7	Stockholder	12,142,857	6.0 %
Kundan Rayat(8) 54-8533 Cumberland Pl Burnaby, British Columbia, V6B 6E4	Stockholder	11,285,714	5.6 %
All Directors and Officers as a Group (4 persons)		203,500	0.1%

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceedings that may result in a claim for indemnification.

~~(1) Calculated~~Insofar ~~pursuant~~as toan ~~rule~~indemnification ~~13d-3(d)~~for ofliabilities arising under the ~~Exchange~~Securities Act~~. Beneficial~~ ~~ownership~~may isbe ~~calculated~~permitted ~~based~~for ~~on 201~~directors,~~487,995~~ ~~shares~~officers ofor ~~common~~persons ~~stock~~controlling ~~issued~~us ~~and~~pursuant ~~outstanding~~to onthe aforegoing ~~fully~~provisions, we ~~diluted~~have ~~basis~~been asinformed ofthat ~~March~~in ~~26,~~the ~~2010. Unless~~opinion ~~otherwise~~of ~~stated~~the ~~below,~~SEC each ~~such~~indemnification ~~person~~is ~~has~~against ~~sole~~public ~~voting~~policy ~~and~~as ~~investment~~expressed ~~power~~in ~~with respect to all such shares. Under Rule 13d-3(d) of~~ the ~~Exchange~~ Securities Act, ~~shares~~and ~~not~~is ~~outstanding~~therefore ~~which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose~~ unenforceable.

57Disclosure of Commission Position On Indemnification for Securities Act Liabilities

ofOur ~~calculating~~directors ~~the~~and ~~number~~officers are indemnified by our bylaws against amounts actually and ~~percentage~~necessarily ~~owned~~incurred by ~~such~~them ~~person~~in connection with the defense of any action, ~~but~~suit or proceeding in which they are ~~not~~a ~~deemed~~party ~~outstanding~~by reason of being or having been our directors or officers or of our subsidiaries. Our articles of incorporation provide that none of our directors or officers shall be personally liable for ~~the~~damages ~~purpose~~for breach of ~~calculating~~any fiduciary duty as a director or officer involving any act or omission of any such director or officer. Insofar as indemnification for liabilities arising under the ~~percentage~~Securities ~~owned~~Act bymay ~~each~~be ~~other~~permitted ~~person~~to ~~listed~~such directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

~~(2) On~~In ~~March~~the ~~15,~~event ~~2010~~that a claim for indemnification against such liabilities, ~~our~~other ~~Board~~than the payment by us of ~~Directors~~expenses ~~appointed~~incurred ~~Dr.~~or ~~James~~paid F.by ~~Lynch~~such todirector, officer or controlling person in the ~~positions~~successful defense of ~~President~~any ~~and~~action, ~~Chief~~suit ~~Executive~~or ~~Officer~~proceeding, ~~and~~is asasserted aby such director~~. Pursuant~~, toofficer anor ~~Employment~~controlling ~~Agreement~~person in connection with ~~Dr.~~the ~~Lynch~~securities being registered, ~~the~~we ~~Board~~will, ~~approved~~unless anin ~~annual~~the ~~salary~~opinion of ~~$248,000,~~counsel ~~and~~the ~~reimbursement~~matter ofhas ~~his~~been ~~health~~settled ~~insurance~~by ~~premiums~~controlling inprecedent, submit ~~the~~to ~~amount~~a court of ~~$1,350~~appropriate ~~per~~jurisdiction ~~month,~~the ~~and~~question awhether ~~stock~~such ~~option~~indemnification toby ~~purchase~~it upis toagainst ~~4,000,000~~public ~~shares~~policy ofas ~~our~~expressed in ~~common~~the ~~stock,~~Securities ~~subject~~Act toand ~~certain~~will ~~vesting~~be ~~requirements,~~governed atby anthe ~~exercise~~final ~~price~~adjudication of ~~$0.04~~such ~~per share~~issue.

(3) On April 6, 2006, our Board of Directors appointed Mr. Greg Wujek to the positions of President and Chief Executive Officer. Pursuant to an Employment Agreement with Mr. Greg Wujek, the Board approved an annual salary of $225,000, a one-time payment of $16,437 for reimbursement of certain expenses incurred in connection with the acceptance of employment, and a stock option to purchase up to 2,250,000 shares of our common stock, subject to certain vesting requirements, at an exercise price of $1.22.

The stock option to purchase up to 2,000,000 shares of common stock vests as follows: (a) 250,000 options shall vest if and when an Investigational New Drug (IND) application is filed for any current or future compounds; (b) 250,000 options shall vest if and when a phase I clinical trial is commenced for any current or future compounds; and (c) 1,500,000 options shall vest if and when we or a wholly owned subsidiary or any one current or future compound is acquired, in whole or in part, or when either through us or a subsidiary, enters into a strategic collaborative agreement for any one current or future compound, provided that our Board of Directors has approved, by written resolution, any such acquisition, sale or agreement. We expected that the first 250,000 stock options would vest at around 12 months from the date of grant, the second 250,000 stock options would vest at around 18 months from the date of grant and the remaining 1,500,000 stock options would vest at around 12 months from the date of grant.

Effective March 15, 2010, Mr. Wujek resigned his position as President and Chief Executive Officer. Mr. Wujek continues to serve as one of our directors. Pursuant to his Termination Agreement, all 2,000,000 stock options were forfeited upon his resignation.

On March 15, 2010 our Board of Directors granted Mr. Wujek, subject to termination and other conditions set forth in the stock option agreement between us and Mr. Wujek, a stock option to purchase up to 400,000 shares of our common stock at an exercise price of $0.04 per share. Mr. Wujeks’s option vests as follows: 200,000 on the date of grant; 66,667 on March 15, 2011; 66,667 on March 15, 2012 and 66,666 on March 15, 2013.

The option terminates at such time as Mr. Wujek ceases to serve as one of our directors. Mr. Wujek then will have 90 days to exercise the option to the extent vested. In the event of Mr. Wujek ‘s death while serving as a director, his estate will have a period of 180 days following the date of death in which to exercise the option to the extent vested.

(4) Mr. Branning was appointed to the position of CFO on September 5, 2008 and resigned effective December 11, 2008.

On March 15, 2010 our Board of Directors granted Mr. Branning, subject to termination and other conditions set forth in the stock option agreement between us and Mr. Branning, a stock option to purchase up to 200,000 shares of our common stock at an exercise price of $0.04 per share. Mr. Branning’s stock option vests as follows: 66,667 on March 15, 2011; 66,667 on March 15, 2012 and 66,666 on March 15, 2013.

Since none of Mr. Branning’s stock options had vested as of March 15, 2010 and will not vest within 60 days of March 15, 2010, they are not deemed outstanding for the purpose of calculating the number and percentage owned by Mr. Branning.

(5) Mr. Krauss was appointed to the positions of CFO, Secretary and Treasurer on December 11, 2008 to fill the vacancy created by the resignation of Mr. Branning.

On March 15, 2010 our Board of Directors granted Mr. Krauss, subject to termination and other conditions set forth in the stock option agreement between us and Mr. Krauss, a stock option to purchase up to 200,000 shares of our common stock at an exercise price of $0.04 per share. Mr. Krauss’ stock option vests as follows: 66,667 on March 15, 2011; 66,667 on March 15, 2012 and 66,666 on March 15, 2013.

Since none of Mr. Krauss’ stock options had vested as of March 15, 2010 and will not vest within 60 days of March 15, 2010, they are not deemed outstanding for the purpose of calculating the number and percentage owned by Mr. Krauss.

(6) 1420525 Alberta Ltd, is a private Alberta corporation wholly owned by Mr. Harmel Rayat, our former Chief Financial Officer, former Director, and former majority shareholder. In such capacity, Mr. Rayat may be deemed to have beneficial ownership of these shares.

(7) Jasvir Rayat is the brother of Harmel S. Rayat, a former officer, former director, and former majority stockholder. Mr. Harmel S. Rayat disclaims any beneficial ownership of the shares owned by Jasvir Rayat.

(8) Kundan Rayat is the father of Harmel S. Rayat, a former officer, former director, and former majority stockholder. Mr. Harmel S. Rayat disclaims any beneficial ownership of the shares owned by Kundan Rayat.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS

AND CERTAIN CONTROL PERSONS

We do not have a formal written policy for the review and approval of transactions with related parties. However, our employees are expected to disclose personal interests that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities and obligations to us. If any actual or potential conflict of interest is reported, our entire Board of Directors and outside legal counsel annually review all transactions and relationships disclosed and the board makes a formal determination regarding each director's independence. If the transaction is deemed to present a conflict of interest, the Board of Directors will determine the appropriate action to be taken.

Wages and benefits

During the years ended December 31, 2009 and 2008, we incurred $263,052 and $260,332 in wages and benefits expense for services rendered by Mr. Greg Wujek, our Director and former President and Chief Executive Officer.

In addition, during the years ended December 31, 2009 and 2008, we recorded $0 and $13,624 in stock based compensation expense related to the amortization of a stock option previously granted to Mr. Wujek to purchase 2,000,000 shares of our common stock at an exercise price of $0.52 per share, which is included in wages and benefits.

Director fees

Non-employee Board members receive $750 per quarter for services rendered in the capacity of a Board member plus $100 per Board meeting attended. During the years ended December 31, 2009 and 2008, we incurred $6,800 and $9,750 in non-employee director fees.

Notes payable

We had arranged with Mr. Harmel S. Rayat, former Chief Financial Officer, former Director, and our former majority shareholder, a loan amount up to $2,500,000 that may be drawn down on an “as needed basis” at a rate of prime plus 3%. Effective September 15, 2008, Mr. Rayat and we terminated this loan agreement. During the year ended December 31, 2008, we repaid $250,000 to Mr. Rayat with the accrued interest of $67,664. 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 bears interest at an annual rate of 8.50%. During the years ended December 31, 2009 and 2008, we recorded $63,750 and $69,883 in interest expense related to the promissory note. At December 31, 2009, accrued interest on the $750,000 remaining promissory note was $307,223 and is included in interest payable. The entire principal and accrued interest is due and payable on demand. The carrying value of notes payable and accrued interest approximates fair value at December 31, 2009, based on their liquidity.

On March 1, 2010, Mr. Rayat agreed to convert the then outstanding balance of the note payable and accrued and unpaid interest thereon to a fixed three (3) year term convertible note bearing interest at the rate of 8.50% per annum, which interest is accrued and payable on the maturity date of the convertible promissory note, unless the holder of the convertible promissory note elects to convert all or any portion of the accrued and unpaid interest into shares of our common stock at the then applicable conversion price. The convertible promissory note is convertible into shares of our common stock at an initial conversion price of $0.01 per share. The conversion price of the convertible promissory note is subject to adjustment upon the occurrence of certain specified events. In addition, in the event we issue any shares of our common stock or securities convertible or exercisable for shares of our common stock at a price which is less than the then applicable conversion price, the conversion price will be reduced to such lower price.

DESCRIPTION OF OUR SECURITIES

General

We are authorized to issue up to 2,000,000,000 shares of common stock, $0.00001 par value per share, and 1,000,000 shares of preferred stock having a par value of $0.25 per share.

As of March 26, 2010, a total of 201,487,995 shares of our common stock were issued and outstanding; no shares of preferred stock are issued and outstanding. All of the outstanding issued and capital stock is, and will be, fully paid and non-assessable.

Common Stock

The holders of our common stock are entitled to one vote per share on all matters to be voted on by the stockholders. Subject to preferences that may be applicable to any shares of preferred stock that may be outstanding from time to time, holders of common stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefore. In the event we liquidate, dissolve or wind up, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of

preferred stock. Holders of common stock have no preemptive, conversion, or subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All the outstanding shares of common stock are, and all shares of common stock to be outstanding upon completion of this offering will be, fully paid and non-assessable.

Preferred Stock

Our Board of Directors has the ability to issue up to 1,000,000 shares of preferred stock in one or more series, without stockholder approval. Our Board of Directors may designate for the series:

• the number of shares and name of the series,

• the voting powers of the series, including the right to elect directors, if any,

• the dividend rights and preferences, if any,

• redemption terms, if any,

• liquidation preferences and the amounts payable on liquidation or dissolution, and

• the terms upon which such series may be converted into any other series or class of our stock, including the common stock and any other terms that are not prohibited by law.

It is impossible for us to state the actual effect it will have on common stock holders if the Board of Directors designates a new series of preferred stock. The effects of such a designation will not be determinable until the rights accompanying the series have been designated. The issuance of preferred stock could adversely affect the voting power, liquidation rights or other rights held by owners of common stock or other series of preferred stock. The Board of Directors’ authority to issue preferred stock without stockholder approval could make it more difficult for a third party to acquire control of our Company, and could discourage any such attempt. We have no present plans to issue any additional shares of preferred stock.

Options

The following table summarizes information about stock options outstanding and exercisable at December 31, 2009:

Stock Options Outstanding

Stock Options Exercisable

Weighted

Average

Weighted

Average

Weighted

Number of

Remaining

Average

Number of

Remaining

Average

Options

Contractual

Exercise

Options

Contractual

Exercise

Exercise Price

Outstanding

Life (Years)

Price

Exercisable

Life (Years)

Price

0.52

2,000,000

6.59

0.52

—

We do not repurchase shares to fulfill the requirements of stock options that are exercised. Further, we issues new shares when stock options are exercised.

Warrants

If all of the Units are sold we will have an aggregate of 100,000,000 Series B Warrants issued and

outstanding. Each Series B Warrant entitles the holder to purchase a share of our common stock at an exercise price of $0.03 per share for a period of two years from the date of issuance. The exercise price of the Series B Warrants is subject to adjustment upon the occurrence of certain specified events such as stock splits and consolidations.

Shares Eligible for Resale

Sales of substantial amounts of our common stock in the public market following this offering could negatively affect the market price of our common stock. Such sales could also impair our future ability to raise capital through the sale of our equity securities.

As of March 26, 2010, we had 201,487,995 shares of our common stock outstanding. Of these Shares, 145,921,942 shares are "restricted" securities, within the meaning of Rule 144 under the Securities Act, and may not be sold in the absence of registration under the Securities Act, unless an exemption from registration is available, including the exemption provided by Rule 144. Of these 85,730,171are owned by 1420525 Alberta Ltd., a private corporation, of which Harmel S. Rayat, our former chief financial officer, director and controlling shareholder is the sole shareholder.

Rule 144

The SEC has recently adopted amendments to Rule 144 which became effective on February 15, 2008, and will apply to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Sales under Rule 144 by Affiliates

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

· 1% of the number of shares of common stock then outstanding, which will equal approximately 2,000,000 shares as of the date of this Prospectus; or

· the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale , provided that the common stock is listed on a national securities exchange or on The NASDAQ Stock Market.

Sales under Rule 144 by our affiliates are further limited under Rule 144, including the provisions thereof relating to the manner of sale, notice requirements and availability of current public information about us.

Sales Under Rule 144 by Non-Affiliates

Under Rule 144, a person who is not deemed to have been one of our affiliates at the time of or at any time during the three months preceding a sale, and who has beneficially owned the restricted ordinary shares proposed to be sold for at least six (6) months, including the holding period of any prior

owner other than an affiliate, is entitled to sell their ordinary shares without complying with the manner of sale and volume limitation or notice provisions of Rule 144. We must be current in our public reporting if the non-affiliate is seeking to sell under Rule 144 after holding his ordinary shares between 6 months and one year. After one year, non-affiliates do not have to comply with any other Rule 144 requirements.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

· The issuer of the securities that was formerly a shell company has ceased to be a shell company;

· The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

· The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

· At least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As we are not a shell company, our restricted shares will be able to be resold pursuant to Rule 144 as described above after we become subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

THE OFFERING AND PLAN OF DISTRIBUTION

We are offering up to 200,000,000 Units at a purchase price of $0.01 per Unit ($2,000,000 in the aggregate). Each Unit consists of (i) one (1) Unit Share and (ii) one half of one Series B Warrant. Each full Series B Warrant entitles the holder to purchase one Warrant Share at a price of $0.03 per Warrant Share for a period of two (2) years from the date of issuance.

We are offering the Units directly to the public through our Chief Executive Officer and President on a “best efforts, no minimum,” basis. This means that:

we have no requirement to sell any specific number of Units;

we will not return any funds received from investors in the event that we do not sell all of the securities being offered or if the funds received are insufficient for the purposes set forth herein; and

we will not deposit the proceeds from this offering in an escrow, trust or similar account.

Accordingly, the proceeds from this offering will be immediately available to us for our use.

Offering Price

The offering price of $0.01 per Unit was arbitrarily determined by us and does not bear any significant relationship to our assets and is not necessarily reflective of the inherent or current, potential market or resale value, of our shares. Please refer to “DETERMINATION OF OFFERING PRICE.”

Number of Shares Outstanding

There were 201,487,995 shares of our common stock issued and outstanding at March 26, 2010. If all of the offered Units are sold, and without giving effect to the exercise of outstanding options or the Series B Warrants there will be 401,487,995 shares issued and outstanding.

Duration of Offering

In order to buy our shares, you must complete and execute the subscription agreement accompanying this Prospectus and make payment of the purchase price for each Unit purchased either in cash, by check payable to the order of the order of “PhytoMedical Technologies, Inc.” or by wire transfer pursuant to instruction from us.

Solicitation for purchase of the Units will be made only by means of this Prospectus and communications with Dr. Lynch, our Chief Executive Officer and Director, who:

· will not receive any commission in connection with the sale of any Securities registered in this offering;

· is not and has not been associated persons of a broker dealer within the preceding 12 months;

· does not participate in selling an offering of securities for any issuer more than once every12 months;

· has not been subject to any statutory disqualification as defined in section 3(a)(39) of the Securities Exchange Act; and

· intends to primarily perform, at the end of this offering, substantial duties on behalf of the issuer otherwise than in connection with transactions in securities.

As a result, Dr. Lynch will not register as a broker-dealer with the Securities and Exchange Commission pursuant to Section 15 of the Securities Act in reliance of Rule 3a4-1 of the Exchange Act which sets forth the above mentioned conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed a broker-dealer.

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for the Units will be accepted or rejected within 48 hours after we receive them.

How To Invest

Subscriptions for purchase of Units offered by this Prospectus can be made by completing, signing and delivering to us, the following:

· an executed copy of the Subscription Agreement; and

· a check payable to the order of “PhytoMedical Technologies, Inc.” in an aggregate amount equal to $0.01 multiplied by the number of Units you want to purchase.

Resale of our Shares

There is presently only a limited public market for our shares of common stock on the OTCBB. Please refer to “MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS” and “RISK FACTORS.”

LEGAL PROCEEDINGS

Although we are not party to nor are we aware of any pending lawsuit, litigation or proceeding, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

We are currently not aware of any other legal proceedings or claims that we believe will have, individually, or in the aggregate, a material adverse affect on our business, financial condition or operating results.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

We believe that the indemnification provisions of our Articles of Incorporation and Bylaws will be useful to attract and retain qualified persons as directors and officers. Our Articles of Incorporation limit the liability of directors and officers to the fullest extent permitted by Nevada law. This is intended to allow our directors and officers the benefit of Nevada's corporation law which provides that directors and officers of Nevada corporations may be relieved of monetary liabilities for breach of their fiduciary duties as directors, except under circumstances which involve acts or omissions which involve intentional misconduct, fraud or a knowing violation of law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

6557

~~the~~Legal ~~final adjudication of such issue.~~Matters

~~LEGAL~~The ~~MATTERS~~validity of the shares of common stock offered hereby will be passed upon for us by Sierchio & Company, LLP, 430 Park Avenue, Suite 702, New York, New York 10022. Joseph Sierchio, a managing partner of Sierchio & Company, LLP, is a co-founder of the Company, member of our Board and the beneficial owner of 32,982,035 shares of our common stock (for further information regarding Mr. Sierchio’s share ownership see footnote 6 to the beneficial ownership table above).

~~The~~Changes ~~validity~~In ofand ~~the~~Disagreements With ~~shares~~Accountants ofOn ~~common~~Accounting ~~stock~~and ~~offered~~Financial hereby will be passed upon for us by Sierchio & Company LLP, 430 Park Avenue, 7 th Floor, New York, New York 10022. Joseph Sierchio, a member of Sierchio & Company LLP, is one of our directors. Mr. Sierchio is the beneficial owner of 82,500 shares of our common stock.Disclosure

EXPERTS

Our consolidated financial statements at December 31, 2009 and 2008 and for the years then ended, appearing herein have been audited by Peterson Sullivan, LLP, an independent registered public accounting firm, as set forth in its report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in, and we have not had any disagreements with our accountants with respect to, our accounting and financial disclosure.

~~ADDITIONAL INFORMATION~~Experts

WeOur ~~file~~consolidated ~~current,~~financial ~~quarterly~~statements ~~and annual reports with~~ for the ~~SEC~~year onended ~~forms~~December ~~8-K~~31, ~~10-Q~~2011 and ~~10-K. Our filings may be inspected and copied at~~ the ~~Public~~period ~~Reference~~from ~~Room~~October ~~maintained~~14, by2010 ~~the~~(inception) ~~SEC~~through atDecember ~~100 F Street~~31, ~~N.E.~~2010, ~~Washington,~~appearing ~~D.C.~~herein ~~20549.~~have been ~~You~~audited ~~can obtain information about operation of the Public Reference Room~~ by ~~calling~~Peterson ~~the~~Sullivan ~~SEC~~LLP, atan ~~1-800-SEC-0330.~~independent ~~The~~registered ~~SEC~~public ~~also~~accounting ~~maintains~~firm, anas ~~Internet~~set ~~site~~forth ~~that~~in ~~contains~~its ~~reports,~~report ~~proxy~~thereon ~~and~~appearing elsewhere ~~information statements~~herein, and ~~other~~are ~~information~~included ~~regarding~~in ~~issuers~~reliance ~~that~~upon ~~file~~such ~~electronically~~report ~~with~~given on the ~~SEC~~authority ~~at http://www.sec.gov. Copies~~ of such ~~material~~firm ~~can~~as beexperts ~~obtained~~in ~~from~~accounting ~~the public reference section of the SEC at prescribed rates~~and auditing.

Where You Can Find Additional Information

We file current, quarterly and annual reports with the SEC on forms 8-K, 10-Q and 10-K. Our filings may be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

For further information with respect to us and the securities being offered hereby, reference is hereby made to the registration statement, including the exhibits thereto and the financial statements, notes, and schedules filed as a part thereof.

6658

~~INDEX~~Index TOto ~~FINANCIAL~~Consolidated Financial ~~STATEMENTS~~Statements

Report of Independent Registered Public Accounting Firm	F-2
		Page #
Consolidated Balance Sheets as of December 31, 2009 and 2008	F-3
Consolidated Balance Sheets as of June 30, 2012 (Unaudited) and December 31, 2011		F-1
Consolidated Statements of Operations for the Years Ended December 31, 2009 and 2008	F-4
Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2012 and June 30, 2011, and the Cumulative Period from October 14, 2010 (Inception) to June 30, 2012		F-2
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2009 and 2008	F-5
Consolidated Statements of Stockholders’ Deficit (Unaudited) from October 14, 2010 (Inception) to June 30, 2012		F-3
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009 and 2008	F-6
Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2012 and 2011, and for the Period from October 14, 2010 (Inception) to June 30, 2012		F-4
Notes to Consolidated Financial Statements	F-7 to F-18
Notes to Consolidated Financial Statements (Unaudited)		F-5
Report of Peterson Sullivan LLP		F-15
Consolidated Balance Sheets as of December 31, 2011 and 2010		F-16
Consolidated Statements of Operations for the Year Ended December 31, 2011, the Period from October 14, 2010 (Inception) through December 31, 2010, and the Cumulative Period from October 14, 2010 (Inception) to December 31, 2011		F-17
Consolidated Statements of Stockholders’ Deficit from October 14, 2010 (Inception) to December 31, 2011		F-18
Consolidated Statements of Cash Flows for the Year Ended December 31, 2011, the Period from October 14, 2010 (Inception) to December 31, 2010, and the Cumulative Period from October 14, 2010 (Inception) to December 31, 2011		F-19
Notes to Consolidated Financial Statements		F-20

CERES VENTURES, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(unaudited)

	June 30, 2012			December 31, 2011
	(unaudited)
ASSETS
Current assets
Cash	$	28,520		$	113,937
Prepaid expenses		3,545			-

Total current assets		32,065			113,937

Intangible assets		64,551			51,054
Total assets	$	96,616		$	164,991

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	57,209		$	120,378
Accounts payable - related party		82,968			290,242
Convertible note payable		50,000			100,000
Accrued interest on convertible note payable		4,518			5,240
Accrued payroll liabilities		30,277			30,277
Promissory note payable		12,000			-
Accrued interest on promissory note payable		1,709			-

Total current liabilities		238,681			546,137

Long term liabilities
Promissory note payable		-			12,000
Convertible note payable, net of unamortized discount		117,217			-
Accrued interest on convertible notes payable		26			1,187

Total liabilities		355,924			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: 85,501,557 and 85,031,557 shares issued and outstanding on June 30, 2012 and December 31, 2011, respectively		854			850
Additional paid-in capital		551,381			227,273
Deficit accumulated during the development stage		(811,543	)		(622,456	)
Total stockholders' deficit		(259,308	)		(394,333	)

Total liabilities and stockholders' deficit	$	96,616		$	164,991

(See accompanying notes to the consolidated financial statements)

F-1

~~REPORT~~CERES OFVENTURES, ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~INC.

To(A ~~the~~Development ~~Board~~Stage ~~of Directors~~Company)

~~PhytoMedical~~CONSOLIDATED ~~Technologies,~~STATEMENTS ~~Inc.~~OF OPERATIONS

~~Princeton, New Jersey~~(unaudited)

We have audited the accompanying consolidated balance sheets of PhytoMedical Technologies, Inc. and Subsidiaries ("the Company") as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

													For the Period from
													October 14, 2010
	For the Three Months Ended						For the Six Months Ended						(Inception) through
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011			June 30, 2012

REVENUE	$	-		$	-		$	-		$	-		$	-

COSTS AND OPERATING EXPENSES
Research and development		(8,439	)		40,737			20,153			81,474			221,706
Investor relations and marketing		4,178			1,437			10,750			4,172			31,053
Director and management fees		36,028			34,170			72,011			59,179			210,221
Professional fees		39,001			68,887			63,188			112,100			276,413
Travel, office and facilities expenses		18,094			15,109			20,152			24,866			68,060
Costs and operating expenses		88,862			160,340			186,254			281,791			807,453

LOSS FROM OPERATIONS		(88,862	)		(160,340	)		(186,254	)		(281,791	)		(807,453	)

OTHER EXPENSE
Interest expense		1,270			247			2,833			487			4,090
Total other expense		1,270			247			2,833			487			4,090

LOSS BEFORE INCOME TAX		(90,132	)		(160,587	)		(189,087	)		(282,278	)		(811,543	)

INCOME TAX PROVISION		-			-			-			-			-

NET LOSS	$	(90,132	)	$	(160,587	)	$	(189,087	)	$	(282,278	)	$	(811,543	)

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

Weighted Average Shares Outstanding		85,064,909			71,309,351			85,048,233			66,544,475

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of PhytoMedical Technologies, Inc. and Subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has experienced recurring losses from operations since inception, and has a substantial accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN LLP

Seattle, Washington

January 27, 2010

F-2

PHYTOMEDICAL TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2009 AND 2008
(Expressed in U.S. Dollars)
		Decenber 31,
		2009		2008
ASSETS
Current assets
Cash and cash equivalents	$	75,291	$	665,833
Prepaid expenses and other current assets		278		2,260
Total current assets		75,569		668,093
Intangible assets - license fees		15,000		15,000
Total assets	$	90,569	$	683,093
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	19,112	$	23,397
Interest payable		307,223		243,473
Notes payable		750,000		750,000
Total current liabilities		1,076,335		1,016,870
Commitments and Contingencies
Stockholders' deficit
Preferred stock: $0.25 par value; 1,000,000 authorized, no shares issued and outstanding at December 31, 2009 and 2008		-		-
Common stock: $0.00001 par value; 300,000,000 authorized, 201,487,995 and 200,398,290 shares issued and outstanding at December 31, 2009 and 2008		2,015		2,004
Additional paid-in capital		25,152,591		26,285,899
Accumulated other comprehensive loss		-		(523)
Accumulated deficit		(26,140,372)		(26,621,157)
Total stockholders' deficit		(985,766)		(333,777)
Total liabilities and stockholders' deficit	$	90,569	$	683,093
(The accompanying notes are an integral part of these consolidated financial statements)

CERES VENTURES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(unaudited)

								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	)

Issuance of units at $0.20 per share on June 30, 2012		335,000		3		66,997			-			67,000
Share based compensation		135,000		1		3,717			-			3,718
Debt discount related to beneficial conversion feature and warrants		-		-		253,394			-			253,394
Net loss		-		-		-			(189,087	)		(189,087	)

Balance, June 30, 2012		85,501,557	$	854	$	551,381		$	(811,543	)	$	(259,308	)

(See accompanying notes to the consolidated financial statements)

F-3

PHYTOMEDICAL TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
(Expressed in U.S. Dollars)
		Year Ended
		December 31,
		2009		2008
Revenue	$	-	$	-
Operating expenses
Directors fees - related party		6,800		9,750
Investor relations		3,658		492,360
Wages and benefits		263,052		346,538
Research and development		113,826		379,716
Professional fees		136,423		110,249
Impairment of license fee		-		20,000
Other operating expenses		64,480		139,581
Total operating expenses		588,239		1,498,194
Loss from operations		(588,239)		(1,498,194)
Other income (expense)
Interest income		-		22,679
Interest expense		(63,750)		(70,445)
Change in fair value of warrant liability		(93,910)		-
Gain on extinguishment of warrant liability		52,631		-
Loss on disposal of fixed assets		-		(8,068)
Loss on dissolution of foreign subsidiary		(523)		-
Foreign exchange loss		-		(6,773)
Total other income (expense)		(105,552)		(62,607)
Net loss	$	(693,791)	$	(1,560,801)
Net loss per share - basic and diluted	$	(0.00)	$	(0.01)
Weighted average number of common shares
outstanding - basic and diluted		200,675,941		200,398,290
(The accompanying notes are an integral part of these consolidated financial statements)

CERES VENTURES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

							For the Period from
							October 14, 2010
	For the Six Months						(Inception) through
	June 30, 2012			June 30, 2011			June 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(189,087	)	$	(282,278	)	$	(811,543	)
Adjustments to reconcile net loss to net cash used in operating activities Share based compensation		3,718			7,679			21,827
Amortization of debt discount		77			-			77
Changes in operating assets and liabilities:
Prepaid expenses		(3,545	)		-			(3,545	)
Accounts payable		100,091			174,763			480,672
Accrued interest		(174	)		(487	)		1,083
Net cash used in operating activities		(88,920	)		(100,323	)		(311,429	)

CASH FLOWS FROM INVESTING ACTIVITY
Purchase of intangible assets		(13,497	)		(7,339	)		(64,551	)
Net cash used in investing activity		(13,497	)		(7,339	)		(64,551	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from investors		-			(99,000	)		99,000
Proceeds from issuance of promissory note payable		-			-			12,000
Proceeds from issuance of common stock and warrants		67,000			295,500			343,500
Repayment of convertible note payable		(50,000	)		-			(50,000	)
Net cash provided by financing activities		17,000			196,500			404,500

NET CHANGE IN CASH		(85,417	)		88,838			28,520

CASH
BEGINNING OF PERIOD		113,937			127,000			-
END OF PERIOD	$	28,520		$	215,838		$	28,520

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
Conversion of accounts payable to notes payable	$	370,688		$	-		$	370,688
Debt discount on notes payable	$	253,394		$	-		$	253,394

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

(See accompanying notes to the consolidated financial statements)

F-4

PHYTOMEDICAL TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
(Expressed in U.S. Dollars)
						Accumulated Other			Total
	Common Stock		Common Stock Issuable		Additional	Comprehensive	Accumulated	Comprehensive	Stockholders'
	Shares	Amount	Shares	Amount	Paid-in Capital	(Loss) Income	Deficit	Loss	Equity (Deficit)
Balance, December 31, 2007	200,398,290	$ 2,004	-	$ -	$ 26,272,275	$ 1	$ (25,060,356)	$ -	$ 1,213,924
Stock based compensation expense	-	-	-	-	13,624	-	-	-	13,624
Comprehensive income (loss)
Foreign currency translation adjustments	-	-	-	-	-	(524)	-	(524)	(524)
Net loss, year ended December 31, 2008	-	-	-	-	-	-	(1,560,801)	(1,560,801)	(1,560,801)
Total comprehensive loss								(1,561,325)
Balance, December 31, 2008	200,398,290	2,004	-	-	26,285,899	(523)	(26,621,157)	-	(333,777)
Cumulative adjustment upon adoption of ASC 815-40	-	-	-	-	(1,198,679)	-	1,174,576	-	(24,103)
Extinguishment of warrant liability	1,089,705	11	-	-	65,371				65,382
Comprehensive income (loss)
Loss on dissolution of foreign subsidiary	-	-	-	-	-	523	-	523	523
Net loss, year ended December 31, 2009	-	-	-	-	-	-	(693,791)	(693,791)	(693,791)
Total comprehensive loss								$ (693,268)
Balance, December 31, 2009	201,487,995	$ 2,015	-	$ -	$ 25,152,591	$ -	$ (26,140,372)		$ (985,766)
(The accompanying notes are an integral part of these consolidated financial statements)

CERES VENTURES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Ceres Ventures, Inc. (“Ceres Ventures”, the “Company”), together with its wholly-owned subsidiary, BluFlow Technologies, Inc. (“BluFlow”), is focused on the research, development, and eventual commercialization of emerging next-generation clean technologies for the remediation of polluted water, soil, and air in an environmentally friendly and cost effective manner.

Ceres Ventures, formerly known as PhytoMedical Technologies, Inc., was incorporated in the State of Nevada on July 25, 2001, under the name Enterprise Technologies, Inc. BluFlow was incorporated on October 14, 2010 under the laws of the State of Delaware.

Ceres Ventures Name Change and Reverse Split

On November 21, 2011, PhytoMedical Technologies, Inc. changed its name to Ceres Ventures, Inc. and implemented a one-for-fifty reverse stock split (the “Reverse Split”). The par value and total number of authorized shares were unaffected by the Reverse Split. All shares and per share amounts in these financial statements and notes thereto have been retrospectively adjusted to all periods presented to give effect to the reverse stock split. The Reverse Split was declared effective by the Financial Industry Regulatory Authority on December 12, 2011.

Reverse Merger

On December 29, 2011, Ceres Ventures, a public shell company, and BluFlow entered into an agreement and plan of merger pursuant to which BluFlow became a wholly-owned subsidiary of Ceres Ventures. The merger was accounted for as a reverse-merger and recapitalization and BluFlow is considered the acquirer for accounting purposes and Ceres Ventures the acquired company. The business of BluFlow became the business of Ceres Ventures.

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