CALECO PHARMA CORP. - FORM 10-K

Attached files

file	filename
EX-31.1 - SECTION 302 CERTIFICATION - CALECO PHARMA CORP.	exhibit31-1.htm
EX-32.1 - SECTION 906 CERTIFICATION - CALECO PHARMA CORP.	exhibit32-1.htm
EX-32.2 - SECTION 906 CERTIFICATION - CALECO PHARMA CORP.	exhibit32-2.htm
EX-31.2 - SECTION 302 CERTIFICATION - CALECO PHARMA CORP.	exhibit31-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

COMMISSION FILE NUMBER 000-51261

CALECO PHARMA CORP.
(Exact name of registrant as specified in its charter)

NEVADA	20-1147435
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

59 East Mill Road, Building 4, Suite 201
Long Valley, NJ	07853
(Address of principal executive offices)	(Zip Code)

(908) 752-4240
Registrant's telephone number, including area code

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value Per Share.

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $11,050,338 based on a price of $0.19, being the closing price for the Registrant’s common stock as quoted on the OTC Bulletin Board on April 30, 2010

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of February 28, 2011, the Registrant had 94,351,340 shares of common stock outstanding.

CALECO PHARMA CORP.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED OCTOBER 31, 2010

TABLE OF CONTENTS

		PAGE
PART I			3
	ITEM 1.	BUSINESS	3
	ITEM 1A.	RISK FACTORS	9
	ITEM 2.	PROPERTIES	12
	ITEM 3.	LEGAL PROCEEDINGS	12
PART II			13
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	13
	ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	14
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	18
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	19
	ITEM 9AT.	CONTROLS AND PROCEDURES.	19
	ITEM 9B.	OTHER INFORMATION	20
PART III			21
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	21
	ITEM 11.	EXECUTIVE COMPENSATION.	23
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	24
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	26
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	27
PART IV			27
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	27
SIGNATURES			30

PART I

The information in this discussion contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate,” "predict," "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks described below, and, from time to time, in other reports the Company files with the United States Securities and Exchange Commission (the “SEC”). These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.

As used in this Annual Report, the terms “we,” “us,” “our,” “Caleco,” and the “Company” mean Caleco Pharma Corp. unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

ITEM 1.

BUSINESS.

CORPORATE OVERVIEW

We were incorporated on May 18, 2004 under the laws of the State of Nevada.

We are a company engaged in the acquisition and development of over-the-counter medication and Food and Drug Administration (“FDA”) approved pharmaceuticals. We currently own a proprietary technology designed to benefit people suffering from moderate to severe liver maladies, such as elevated liver enzymes and Hepatitis C viral infection, by lowering liver enzymes and reducing viral loads (the “Liver Health Formula”). We have developed or are in the process of developing food supplements, hair and dermatological products, energy drinks and chewing gum that derive their formulations from our Liver Health Formula. These products are being developed to provide enhancement to an individual's immune system. The details of our Liver Health Formula and our products are set out below under the heading “Principal Products."

RECENT CORPORATE DEVELOPMENTS

We experienced the following corporate developments since the filing of our Form 10-Q for the fiscal quarter ended July 31, 2010 on September 20, 2010:

On November 18, 2010, we issued 3,000,000 shares at a price of $0.05 per share for proceeds of $150,000. The share issuance was completed pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Securities Act”). We did not engage in a distribution of this offering in the United States. The subscriber represented that she was not a “US person” as defined in Regulation S of the Securities Act and that she was not acquiring the shares for the account or benefit of a US person.

This share issuance represents a portion of the $500,000 foreign private placement offering approved by our Board of Directors on November 9, 2010. There are no assurances that the remainder of the foreign private placement offering will be completed.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States. The securities have not been registered under the Securities Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

PRINCIPAL PRODUCTS

Liver Heath Formula

Technology Purchase Agreement

We acquired the Liver Health Formula pursuant to the terms and conditions of a technology purchase agreement dated December 19, 2008 (the “Technology Purchase Agreement”) among NY Financial (International) Corp. (“NY Financial”), the Company, Caleco Pharma Corp., formerly our wholly owned subsidiary, and John Boschert, our sole executive officer and a director. Under the terms of the Technology Purchase Agreement, NY Financial assigned and transferred the Liver Health Formula to us in consideration of which we:

(a)	paid $22,500 in cash to NY Financial (which has been paid); and

(b)	issued a non-interest bearing promissory note in the amount of $77,500 to NY Financial at closing. This amount was payable on January 31, 2009. On January 31, 2009, we became in default of the promissory note as we were unable to pay the $77,500. Under the terms of the promissory note, the unpaid portion of the promissory note, being $71,500, would bear interest at 10% per annum commencing on January 31, 2009. During the year ended October 31, 2009, an additional $68,159 was repaid. As at October 31, 2010, $3,341 is still outstanding on the note.

As further consideration, Mr. Boschert, our executive officer and director, transferred 32,000,000 shares of our common stock to NY Financial, which resulted in a change in control.

Following closing, we agreed to reimburse the documented costs related to the recording of the patent applications and the filing of the European Drug Master File applications, which amount is not to exceed 590,000 EUR (approximately $822,529). Subsequent to the entry into the Technology Purchase agreement, we determined that the reimbursable expenses amounted to 432,000 Euros (approximately $602,258) and $66,500. As at October 31, 2010, of the 432,000 EUR to be reimbursed, we have paid 265,311 EUR (approximately $369,874) and $18,250 in cash; and issued promissory notes of 112,000 EUR (approximately $156,141) and $18,500. Of the $66,500 to be reimbursed, we have settled $30,000 indebtedness through the issuance of our common stock.

Products

Our Liver Health Formula is designed to benefit people suffering from moderate to severe liver maladies, such as elevated liver enzymes and Hepatitis C viral infection, by lowering liver enzymes and reducing viral loads (which are a measure of the severity of a viral infection). To date, we have filed patent applications in the United States, Canada and Europe and obtained four European Drug Master File applications which will allow us to market our Liver Health Formula in Europe, while protecting the confidential material of our intellectual property. Our ability to further develop, market and manufacture our Liver Health Formula as an over-the-counter product or an FDA approved pharmaceutical is subject to our obtaining substantial financing, of which there is no assurance.

Using the formulations of our Liver Health Formula, we have developed or are in the process of developing food supplements, hair and dermatological products, energy drinks and chewing gum. These products are being designed to provide enhancement to an individual's immune system. A description of the products is set out below.

Product Group	Name of Products	Description of Products
Food Supplements	Lamiridosin	A dietary supplement that we are in the process of developing and designed to enhance an individual's immune system.
Natural Hair Care Products	Lamiri Shampoo, LamiriHair Conditioner and Lamiri Hair Tonic	Hair care products that promote healthy scalp and hair.
Natural Skin Care Products	LamiriGel and LamiriCreme	Skincare products that promote healthy skin.
Energy Drinks	KTKin	An energy drink designed to enhance an individual's immune system.
Chewing Gum	KTK Chewing Gum and KTKids Children Chewing Gum	Chewing gum designed to enhance an individual's immune system.

Of the products listed above, we plan to focus our resources on the development of Lamiridosin. See “Plan of Operation”.

Grant of European License to Caleco Pharma Europe S.L.

On November 1, 2009, we entered into a license agreement (the “Europe License Agreement”) with Caleco Pharma Europe S.L. (“SL”), a Spanish corporation, whereby we granted SL an exclusive license to market and exploit in the European continent certain products we have developed or are developing. These products include Lamiridosin, LamiriShampoo, LamiriHair Conditioner, LarimiHair Tonic, LamiriGel, LamiriCreme, KTKin, KTK Chewing Gum and KTKids Children Chewing Gum (collectively, the “Licensed Products”). In consideration of the exclusive license, SL agreed to:

(a)	issue such number of shares of SL that equals 10% of SL’s outstanding share capital (the “SL Shares”); and

(b)	grant to us a royalty of five percent (5%) of its gross sales of the Licensed Products.

Under the Europe License Agreement, SL was required to provide us with the following: a development plan for the Licensed Products; shares equal to 10% of SL’s outstanding share capital; any royalty payments; SL’s audited financial statements; and a certificate evidencing that SL has obtained product liability insurance. As SL has failed to comply with the provisions of the Europe License Agreement, we sent SL a notice of default on December 20, 2010. Under the notice of default, SL has 60 days to remedy the breaches of the Europe License Agreement. In the event that the breaches are not remedied by February 20, 2011, the Europe License Agreement will be terminated and be of no further effect.

Natac and Health Related Products

License Agreement – Health Related Compounds

On March 12, 2010, we entered into an exclusive license agreement (the “License Agreement”) with Natac whereby Natac has granted us the exclusive right to develop, commercialize, market and distribute five compounds (AOF, AH-FLO, JHF, HGF, NBVAL40) derived from plant extracts throughout North and South America.

In consideration of the exclusive license, we have agreed to pay a royalty of five percent (5%) of the net sales of the compounds in North and South America. Under the terms of the License Agreement, we are also required to:

(a)	purchase the products from Natac in accordance with the terms of the License Agreement;

(b)	complete our first commercial sale of the products by March 31, 2011;

(c)	purchase a minimum of 300,000 units, each unit being 10 grams, of the products from Natac by December 31, 2011; and

(d)	within one year of entering into the License Agreement, complete a clinical trial(s) for the purpose of supporting the effectiveness of the products.

The License Agreement also provides that we will have the right to sub-license the five compounds in North and South America. We will also have the right to assign our entire interest in the License Agreement subject to the following:

(a)	if the assignment is for cash consideration only, we will be entitled to retain 90% of the cash payment and Natac will be entitled to 10% of the cash payment; and

(b)	if the assignment is for a combination of a cash payment and royalties, we will be entitled to retain 90% of the cash payment and royalty with 10% of the cash payment and royalty being paid to Natac.

The term of the License Agreement is for a period of twenty years.

Lab Facilities and Service Agreement

On February 18, 2010, we entered into a lab facilities and service agreement, as amended on March 19, 2010, April 26, 2010 and June 11, 2010, (the “Lab Facilities and Service Agreement”) with Natac whereby we will have access to Natac’s laboratory facility and procure certain laboratory services from Natac in consideration of the following:

(a)	20,000 Euros (approximately $27,716) (which amount has been paid on February 10, 2010);

(b)	issuance of a promissory note in the amount of 130,000 Euros (approximately $181,235) which is payable on or before September 10, 2010 (of which 11,625 Euros ($16,207) has been paid on May 10, 2010);

(c)	100,000 Euros (approximately $139,142) on or before each of September 30, 2010, December 31, 2010, March 31, 2011 and June 30, 2011; and

(d)	125,000 Euros (approximately $174,265) on or before each of:

	(i)	September 30, 2011, December 31, 2011, March 31, 2012 and June 30, 2012; and
	(ii)	September 30, 2012, December 31, 2012, March 31, 2013 and June 30, 2013.

The closing of the Lab Facilities and Service Agreement was expected to occur on or before September 10, 2010 and was subject to a number of customary conditions, including:

(a)	the closing of a research and licensing agreement whereby we will acquire an exclusive license to certain probiotic strains for the countries located in North and South America; and

(b)	the closing of an exclusive licensing agreement whereby we will acquire an exclusive license to certain health related products for the countries located in North and South America (which exclusive license agreement has closed).

We did not complete the closing of the Lab Facilities and Services Agreement by September 20, 2010. As the Lab Facilities and Services Agreement did not close, we are not obligated to make any of the quarterly payments to Natac and Natac is not obligated to provide us with the services.

Share Purchase Agreement

On February 10, 2010, we entered into a share purchase agreement, as amended on March 19, 2010 and April 26, 2010, (the “Share Purchase Agreement”) with Natac and the Principal Stockholders. Under the terms of the Share Purchase Agreement, we agreed to acquire eighteen percent (18%) of the share capital of Natac from the Principal Stockholders (the “Natac Shares”). In consideration of the Natac Shares, we agreed to issue an aggregate of 4,300,000 shares of our common stock to the Principal Stockholders.

The closing of the Share Purchase Agreement was expected to occur on or before July 19, 2010 and was subject to a number of closing conditions. As the Share Purchase Agreement did not close by July 19, 2010, we are not obligated to issue any shares to the Principal Stockholders and Natac is not obligated to issue the Natac Shares to us.

COMPETITION

The over-the-counter and pharmaceutical industries are highly competitive. Numerous entities in the United States and elsewhere compete with our efforts to commercialize similar technologies. Our competitors include over-the-counter and pharmaceutical businesses, academic and research institutions and governmental and other publicly and privately funded research agencies. We face, and expect to continue to face, competition from these entities to the extent that they develop products that have a function similar or identical to the function of our technologies. We also face, and expect to continue to face, competition from entities that seek to discover treatments for liver diseases and other ailments.

Because many of our competitors have substantially greater capital resources and more experience in research and development, manufacturing and marketing than we do, we may not succeed in developing our proposed products and bringing them to market in a cost-effective and timely manner.

We are a development stage company engaged exclusively in research and development. We have not yet completed the development of our first product and have no revenue from operations. As a result, we may have difficulty competing with larger, established health product and pharmaceutical companies. These companies and organizations have much greater financial, technical, research, marketing, sales, distribution, service and other resources than us. Moreover, they may offer broader product lines, services and have greater name recognition than we do, and may offer discounts as a competitive tactic.

CUSTOMERS

We are a development stage business and we do not have any immediate customers for our Liver Health Formula or naturally sourced products.

MARKETING AND SALES PLAN

We have developed a strategy to introduce our potential products that we believe is unique and more efficient than the traditional pathway. Typically, promising nutritional, cosmeceutical, and pharmaceutical products are developed and brought to market in a linear fashion. This traditional pathway relies heavily on an intense and regimented research process, which is often years in length and millions of dollars in cost before the product can be approved for introduction and widespread use. In the case of pharmaceuticals, it is years later, after patent protection is lost, that a drug is tested and submitted for approval as an over-the-counter product usually at a reduced strength and with less efficacy.

Our intended strategy will pursue two product introduction trajectories simultaneously. The two separate pathways will operate independently in the same therapeutic areas. One will consist of developing over-the-counter medications that can be marketed directly to consumers. The second will pursue the development, testing and full FDA approval of prescription products. In the development process, the required volume of acceptable/approvable clinical data for the pharmaceutical product line will be accelerated by the experience and usage from the first. We anticipate that this strategy can develop products to their fullest therapeutic potential, with a reduced risk and development cost and with greater speed to market.

PATENTS AND TRADEMARKS

The following patent applications have been filed with respect to our Liver Health Formula:

United States Patent Application No.: US20080319042
European Patent Application No.: EP2120922
Canadian Patent Application No.: CA2677783

No assurance can be given that any patents based on pending patent applications or any future patent applications by us, or any future licensors, will be issued, that the scope of any patent protection will exclude competitors or provide competitive advantages to us, that any of the provisional patent applications that have been or may be issued to us will be held valid if subsequently challenged or that others will not claim rights in or ownership of the provisional patent applications and other proprietary rights held or licensed by us. Furthermore, there can be no assurance that others have not developed or will not develop similar products, duplicate any of our technology or design around any patents that may be issued to us.

Our success will also depend in part on our ability to commercialize our technology without infringing the proprietary rights of others. No assurance can be given that patents do not exist or could not be filed which would have an adverse affect on our ability to market our technology or maintain our competitive position with respect to our technology. If our technologies or subject matter are claimed under other existing United States or foreign patents or are otherwise protected by third party proprietary rights, we may be subject to infringement actions. In such event, we may challenge the validity of such patents or other proprietary rights or we may be required to obtain licenses from such companies in order to develop, manufacture or market our technology.

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

GOVERNMENT REGULATION

Our research and development activities and the manufacturing and marketing of our technology are subject to the laws and regulations of governmental authorities in the United States and any other countries in which our technology is ultimately marketed. In the United States, the FDA, among other activities, regulates new product approvals to establish safety and efficacy of the types of products and technologies our company is currently developing. Governments in other countries have similar requirements for testing and marketing.

Regulation by governmental authorities in the United States and foreign countries is a significant factor in the development, manufacture and marketing of our proposed technologies and in our ongoing research and development activities.

The products and technologies that we are currently researching and developing will require regulatory approval by governmental agencies prior to commercialization. Various federal statutes and regulations also govern or influence the testing, manufacturing, safety, labelling, storage, record keeping, and marketing of therapeutic products. The process of obtaining these approvals and the subsequent compliance with applicable statutes and regulations require the expenditure of substantial time and financial resources. Any failure by us or our collaborators, licensors or licensees to obtain, or any delay in obtaining regulatory approval, could have a material adverse effect on our business.

RESEARCH AND DEVELOPMENT

We have not incurred any research and development expenditures since our incorporation.

EMPLOYEES

Other than our officers and directors, we do not have any employees as of the date of this Annual Report. We primarily conduct our business through the engagement of consultants.

ITEM 1A.

RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

We require additional financing.

To date our operations have not been profitable. We have not earned any revenues to date and there is no assurance that we will be able to do so in the near future. In addition, there is no assurance that our ongoing expenditures will exceed our estimates over the next twelve months. We may never be able to achieve profitability.

We do not currently have the financial resources to complete our plan of operation for the next twelve months. We anticipate that we will require substantial financing over the next twelve months in order to complete our business plan. However, there is no assurance that we will be able to obtain additional financing. If further financing is not available or obtainable, our ability to meet our financial obligations and pursue our plan of operation will be substantially limited and investors may lose a substantial portion or all of their investment.

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

The development of our technology as an over-the-counter medication and a FDA approved pharmaceutical will require significant financing and additional research and development as well as substantial clinical trials. We believe that the United States, Europe and Canada will be the principal markets for our technology, as will any country in the world where the need for the treatment of liver diseases, including the Hepatitis C virus, exists. We may not be able to successfully complete development of our technology, or successfully market our technology. We, and any of our potential collaborators, may encounter problems and delays relating to research and development, regulatory approval and intellectual property rights of our technology. Our research and development programs may not be successful. Our technology may not prove to be safe and efficacious in clinical trials, and we may not obtain the intended regulatory approvals for our technology. Whether or not any of these events occur, we may not have adequate resources to continue operations for the period required to resolve the issue delaying development and we may not be able to raise capital to finance our operation during the period required for resolution of that issue.

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

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

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

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

If we commercialize or test our technology, we will be subject to potential product liability claims which may affect our financial condition.

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

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

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

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

We will need to obtain the approval of the FDA before we commence commercialization of our technology as a pharmaceutical in the United States. We may also be required to obtain additional approvals from foreign regulatory authorities to apply for any sales activities we may carry out in those jurisdictions. If we cannot demonstrate the safety, reliability and efficacy of our technology, the FDA or other regulatory authorities could delay or withhold regulatory approval of our technology.

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

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

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

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

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

Many of our competitors have significantly greater resources and have developed products and processes that directly compete with our technology. Our competitors may develop, or may in the future develop, new technologies that directly compete with our technology or even render our technology obsolete. Our technology is designed to benefit people suffering from moderate to severe liver maladies, such as elevated liver enzymes and the Hepatitis C viral infection. Even if we are able to demonstrate improved or equivalent results from our technology, researchers and practitioners may not use our technology and we may suffer a competitive disadvantage. Finally, to the extent that others develop new technologies that address the targeted application for our current technology, our business will suffer.

If we are unable to hire and retain key personnel, then we may not be able to implement our business plan.

We depend on the services of our senior management and key technical personnel. In particular, our future success will depend on the continued efforts of John Boschert, an executive officer and a member of our Board of Directors, Luc Vanhal, our Chief Financial Officer, James Sandino, a member of our Board of Directors, and F. Javier Benedi Garcia, a member of our Board of Directors. We also rely on consulting from Jim Metropoulos. The loss of the services of any of the gentlemen mentioned above and the further erosion of staff could have an adverse effect on our business, financial condition and results of operations.

The quotation price of our common stock may be volatile, with the result that an investor may not be able to sell any shares acquired at a price equal to or greater than the price paid by the investor.

Our common shares are quoted on the OTC Bulletin Board. Companies quoted on the OTC Bulletin Board have traditionally experienced extreme price and volume fluctuations. In addition, our stock price may be adversely affected by factors that are unrelated or disproportionate to our operating performance. Market fluctuations, as well as general economic, political and market conditions such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. In addition, to date, the trading volume for our shares on the OTC Bulletin Board has been limited. As a result of this potential volatility and potential lack of a trading market, an investor may not be able to sell any of our common stock that they acquire that a price equal or greater than the price paid by the investor.

We may conduct further offerings of our equity securities in the future, in which case your shareholdings will be diluted.

Since our inception, we have been reliant upon sales of our common stock to fund our operations. We may conduct further equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common stock is issued in return for additional funds, the 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, investors' percentage interest in us will be diluted.

ITEM 2.

PROPERTIES.

We rent office space at 59 East Mill Road, Building 4, Suite 201, Long Valley, NJ 07853. We rent this space at a cost of $105 per month.

ITEM 3.

LEGAL PROCEEDINGS.

We are not a party to any legal proceedings and, to our knowledge, no legal proceedings are pending, threatened or contemplated.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

General

Our authorized capital stock consists of 975,000,000 shares of common stock, with a par value of $0.001 per share. As of February 28, 2011, there were 94,351,340 shares of our common stock issued and outstanding that are held of record by 105 registered stockholders. We believe that a large number of stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.

Market Information

Our shares are currently quoted on the OTC Bulletin Board under the symbol “CAEH." The following table indicates the high and low bid prices for our common stock during the periods indicated:

		2010				2009
		High		Low		High		Low
First Quarter ended January 31	$	0.29	$	0.25	$	0.10	$	0.02
Second Quarter ended April 30	$	0.21	$	0.18	$	0.086	$	0.02
Third Quarter ended July 31	$	0.19	$	0.18	$	0.90	$	0.025
Fourth Quarter ended October 31	$	0.08	$	0.07	$	0.34	$	0.05

The range of high and low price quotes of our common stock as set out in the table above is as quoted on the OTC Bulletin Board. The market quotations provided reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Dividends

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

There are no dividend restrictions that limit our ability to pay dividends on our common stock in our Articles of Incorporation or Bylaws. Chapter 78 of the Nevada Revised Statutes (“NRS”) does provide certain limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:

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

(b)	except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.

Recent Sales of Unregistered Securities

Other than as previously disclosed in our Quarterly Reports on Form 10-Q or our Current Reports on Form 8-K, we have not completed any unregistered sales of equity securities during the fiscal year ended October 31, 2010.

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

PLAN OF OPERATION

Over the next twelve months, our plan is to continue to develop our over-the-counter pipeline of products and, if warranted, develop our Liver Health Formula as an FDA approved pharmaceutical. We also plan to continue to acquire and license additional products and technology to add to our current product pipeline. In order to complete our plan of operation we will require substantial financing of which there is no assurance.

a)	Over-the-Counter Medication Development

	Oral Supplement: We plan to develop, market and manufacture a formulation of our Liver Health Formula as an over-the-counter oral supplement. In developing the formulation of our Liver Health Formula, we plan to conduct a clinical trial in the second half of 2011. We anticipate that this formulation will be derived from our first generation Lamiridosin compound called HP-201. The HP-201 compound is designed to support liver health and provide general immune status benefits. We anticipate that the costs related to the development and marketing of the oral supplement will be $700,000 in 2011.

	Dermatologic Application: We also plan to initiate research, development and pre-commercial activities related to the HP-201 over-the-counter franchise line extension formulations, including dermatologic applications. We anticipate that the costs related to the dermatological line will be $450,000 in 2011.

b)	Pharmaceutical Development

	First Generation Lamiridosin Compound: We plan to continue pre-clinical work related to the HP-201 prescription pharmaceutical pathway. Pre-clinical work will include the identification and synthetic structural modification of compounds derived from HP-201. We anticipate that the costs related to the HP-201 New Drug Application pathway will be $300,000 in 2011.

	Second Generation Lamiridosin Compound: We also plan to initiate pre-clinical work related to discover a second antiviral New Drug Application pipeline product referred to as HP-202. This pre-clinical work will include anti-viral and cytotoxicity assays. We anticipate that the costs related to the HP-202 New Drug Application pathway will be $200,000 in 2011.

c)	Product Pipeline

	We plan to accelerate our in-licensing activities targeted at identifying new, over-the-counter and prescription product development candidates that are synergistic with our current product pipelines as well as our research, development and commercialization skill sets and overall business model. There is no assurance that we will identify and secure rights to license additional products in 2011. We anticipate that the costs related to identifying new product development opportunities will be $250,000 in 2011.

In addition to the amounts described above, we anticipate that we will require an additional $800,000 for general and administrative purposes, including consulting fees in connection with the operation of our business and legal and accounting fees in connection with meeting our ongoing reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”). As a result, we anticipate that the costs of implementing our plan of operation and meeting our ongoing operating costs will be $2,700,000. Accordingly, we will require substantial financing in order to carry out our plan of operation and to meet our operating costs over the next twelve months. There is no assurance that we will be able to obtain financing in the amounts required to implement our plan of operation or to meet our ongoing operating costs. If we are not successful in raising sufficient financing, our business may fail and our shareholders may lose all or part of their investment.

RESULTS OF OPERATIONS

Summary of Year End Results
		Year Ended			Year Ended		Percentage
		October 31, 2010			October 31, 2009		Increase / (Decrease)
Revenue	$	-		$	-		n/a
Expenses		(839,089	)		(553,362	)	51.6%
Other Items		(702,899	)		(206,046	)	241.1%
Net Loss	$	(1,541,988	)	$	(759,408	)	103.1%

Revenues

We have not earned any revenues since our inception and we do not anticipate earning revenues in the foreseeable future. Our ability to earn revenues in the future is dependent upon: (i) the development and manufacturing of our Liver Health Formula as an over-the-counter medication; and (ii) the development and manufacture of our naturally sourced products. There is no assurance that we will be able to develop and manufacture our Liver Health Formula as an over-the-counter medication, or we will be able to manufacture and develop our naturally sourced products.

Expenses

The major components of our expenses for the years ended October 31, 2010 and 2009 are outlined in the table below:


		Year Ended			Year Ended	Percentage
		October 31, 2010			October 31, 2009	Increase / (Decrease)
Management Fees	$	81,000		$	30,000	170.0%
Professional Fees		533,721			281,783	89.4%
Other Operating Expenses		234,207			158,928	47.4%
Foreign Currency Loss (Gain)		(9,839	)		82,651	(111.9)%
Total Expenses	$	839,089		$	553,362	51.6%

Our expenses increased from $533,362, during the year ended October 31, 2009, to $839,089, during the year ended October 31, 2010. The increase in our expenses is primarily attributable to substantial increases in professional fees and management fees and an increase in other operating expenses. These amounts were partially offset by the recording of a foreign currency gain.

Management fees consisted of amounts incurred as compensation to our officers and directors. The additional management fees during the year ended October 31, 2010 primarily relate to our recording of a stock based compensation expense of $39,000 that was issued to our Chief Financial Officer.

Professional fees consisted of: (i) legal fees, accounting and audit fees related to meeting our reporting requirements under the Exchange Act; and (ii) consulting fees related to payments to consultants regarding product development and investor relations activities. The additional professional fees during the year ended October 31, 2010 are primarily related to product development.

Other operating expenses primarily consisted of travel and office expenses.

During the year ended October 31, 2010, the increase in foreign currency gain primarily relates to favorable exchange rates in connection with our outstanding accounts payable and loans payable.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
							Percentage
		At October 31, 2010			At October 31, 2009		Increase / (Decrease)
Current Assets	$	5,080		$	271,106		(98.1)%
Current Liabilities		(837,227	)		(923,685	)	(9.4)%
Working Capital Deficit	$	(832,147	)	$	(652,579	)	27.5%

Cash Flows
		Year Ended			Year Ended
		October 31, 2010			October 31, 2009
Cash Flows used in Operating Activities	$	(282,333	)	$	(507,689	)
Cash Flows used in Investing Activities		454,454			(22,500	)
Cash Flows from Financing Activities		470,761			801,243
Net Increase (Decrease) in Cash During Period	$	(266,026	)	$	271,054

Our working capital deficit increased from $652,579, as at October 31, 2009, to $832,147, as at October 31, 2010. The increase in our working capital deficit is due to: (i) a decrease in cash as a result of repayments of a portion of our accounts payable; and (ii) the fact that we recorded a payable of 130,000 Euros to Natac pursuant to the Lab Facilities and Services Agreement.

During the year ended October 31, 2010, we completed the following equity financings:

(a)	we issued 4,235,930 shares of our common stock at a price of $0.10 per share for cash proceeds of $413,593 and to settle outstanding indebtedness of $10,000 pursuant to Regulation S of the Securities Act. The subscribers represented that they were not “U.S.” persons as defined under Regulation S;

(b)	we issued 650,000 shares of our common stock for cash proceeds of $39,000 and to settle outstanding indebtedness of $116,000 under our U.S. Private Placement;

(c)	we issued 300,000 shares of our common stock at a deemed price of $81,000 in exchange for consulting services;

(d)	we issued 666,666 shares of our common stock for cash proceeds of $100,000 pursuant to Rule 506 of Regulation D of the Securities Act. The subscriber represented that it was an “accredited investor” as defined in Regulation D;

(e)	we issued 300,000 shares of our common stock at a deemed price of $39,000 in exchange for consulting services;

(f)	we issued 625,000 shares of our common stock at a deemed price of $43,750 in exchange for consulting services; and

(g)	we issued 1,500,000 shares of our common stock to settle outstanding indebtedness of $90,000 in accordance with Regulation S of the Securities Act. The subscribers represented that they were not “U.S. Persons” as defined under the Regulation S.

Future Financings

As at October 31, 2010, we had cash on hand of $5,080. Currently, we do not have sufficient financial resources to complete our plan of operation for the next twelve months. We have not earned any revenues to date and we do not anticipate earning revenues in the near future. As such, our ability to complete our plan of operation is dependent upon our ability to obtain substantial financing in the near term.

On November 9, 2010, our Board of Directors approved a $500,000 foreign private placement offering. We have issued 3,000,000 shares at a price of $0.05 per share for proceeds of $150,000 under the foreign private placement offering. There are no assurances that the remainder of the foreign private placement offering will be completed.

Any future financing that we obtain is expected to be in the form of sales of our equity securities. If we are successful in completing any equity financings, of which there is no assurance, our existing shareholders will experience a dilution of their interest in our company. There is a substantial doubt that we will be able to obtain financing in an amount that is sufficient to enable us to complete our proposed plan of operation. If we are not successful in raising sufficient financing, we will not be able to complete our plan of operation. We do not have any specific alternatives to our current plan of operation and have not planned for any such contingency. If we are not successful in raising sufficient financing, our business may fail and our shareholders may lose all or part of their investment.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

Our significant accounting policies are described in Note 3 to our audited financial statements included under Item 8 of this Annual Report.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to Financial Statements:

Audited Consolidated Financial Statements as of October 31, 2010, including:
1.	Report of Independent Registered Public Accounting Firm;
2.	Consolidated Balance Sheets as of October 31, 2010 and 2009;
3.	Consolidated Statements of Operations and Comprehensive Loss for the years ended October 31, 2010 and 2009 and for the cumulative period from October 19, 2007 to October 31, 2010;
4.	Consolidated Statements of Cash Flows for the years ended October 31, 2010 and 2009 and for the cumulative period from October 19, 2007 to October 31, 2010;
5.	Consolidated Statement of Stockholders’ Equity (Deficit) for the period from inception on April 14, 2005 through October 31, 2010; and
6.	Consolidated Notes to the Financial Statements.

CALECO PHARMA CORP.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

DAVIDSON & COMPANY LLP			A Partnership of Incorporated Professionals
DAVIDSON & COMPANY LLP		Chartered Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
Caleco Pharma Corp.

We have audited the accompanying balance sheets of Caleco Pharma Corp. as of October 31, 2010 and 2009, and the related statements of operations and comprehensive loss, stockholders' equity (deficiency), and cash flows for each of the years in the two year period ended October 31, 2010 and the cumulative amounts from the start of the development stages on October 19, 2007 to October 31, 2010. Caleco Pharma Corp.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial statements referred to above present fairly, in all material respects, the financial position of Caleco Pharma Corp. as of October 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two year period ended October 31, 2010 and the cumulative amounts from the start of the development stages on October 19, 2007 to October 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

	“DAVIDSON & COMPANY LLP”
Vancouver, Canada
	Chartered Accountants
February 28, 2011

F-2

CALECO PHARMA CORP.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars)

		October 31,			October 31,
		2010			2009

ASSETS

Current Assets
Cash and cash equivalents	$	5,080		$	271,106
Deferred tax asset, less valuation allowance of $2,152,108 (2009 -$1,806,741) (Note 7)		-			-
Total Current Assets		5,080			271,106

Investment (Note 4)		491			-
Intangibles (Note 6)		100			691,331
Total Assets	$	5,671		$	962,437

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

Current Liabilities
Accounts payable and accrued liabilities	$	369,159		$	447,488
Accounts payable and accrued liabilities –related parties (Note 9)		146,861			149,987
Loans Payable (Note 8)		321,207			326,210
Total Current Liabilities		837,227			923,685

Commitments and Contractual Obligations (Note 11, 12, 13)

Stockholders’ Equity (Deficiency)
Common stock (Note 10)
Authorized 975,000,000 common shares, par value $0.001
Issued and outstanding October 31, 2010 - 91,351,340 October 31, 2009 - 83,073,744		91,352			83,074
Additional paid-in capital		6,381,141			5,557,076
Subscriptions received		-			160,663
Accumulated other comprehensive loss:
Foreign currency cumulative translation adjustment		(174,074	)		(174,074	)
Deficit		(718,605	)		(718,605	)
Deficit accumulated during the development stage		(6,411,370	)		(4,869,382	)
Total Stockholders’ Equity (Deficiency)		(831,556	)		38,752

Total Liabilities and Stockholders’ Equity (Deficiency)	$	5,671		$	962,437

Subsequent Events (Note 15)

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

F-3

CALECO PHARMA CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in U.S. Dollars)

		Cumulative
		Amounts
		From October 19,
		2007 (start of the			Year			Year
		development stage)			Ended			Ended
		to October 31,			October 31,			October 31,
		2010			2010			2009

EXPENSES

Management fees	$	162,502		$	81,000		$	30,000
Mineral exploration costs		13,710			-			-
Professional fees		936,403			533,721			281,783
Other operating expenses		501,572			234,207			158,928
Foreign currency loss (gain)		64,315			(9,839	)		82,651

LOSS BEFORE OTHER ITEMS AND INCOME TAXES		1,678,502			839,089			553,362

Interest expense		106,766			12,159			51,789
Write off of mineral property (Note 5)		200,000			-			200,000
Write off of account payable		(45,743	)		-			(45,743	)
Write off of intangibles (Note 6)		691,231			691,231
Grant of license		(491	)		(491	)		-

LOSS BEFORE INCOME TAXES		2,630,265			1,541,988			759,408

Provision for income taxes		-			-			-

LOSS FROM CONTINUING OPERATIONS		2,630,265			1,541,988			759,408

Discontinued operations		3,781,105			-			-

NET LOSS		6,411,370			1,541,988			759,408

OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment		151,900			-			-

COMPREHENSIVE LOSS	$	6,563,270		$	1,541,988		$	759,408


BASIC AND DILUTED NET LOSS FROM CONTINUING OPERATIONS PER SHARE				$	(0.02	)	$	(0.01	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING					88,224,684			71,540,849

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

F-4

CALECO PHARMA CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

		Cumulative
		Amounts
		From October 19,
		2007 (start of the			Year			Year
		development stage)			Ended			Ended
		to October 31,			October 31,			October 31,
		2010			2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(2,630,265	)	$	(1,541,988	)	$	(759,408	)
Adjustments to reconcile net loss to cash used in operating activities:
Write off of mineral property		200,000			-			200,000
Write off of accounts payable		(45,743	)		-			(45,743	)
Write off of intangibles		691,231			691,231			-
Issuance of capital stock for services		174,550			163,750			10,800
Grant of license		(491	)		(491	)		-
Change in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued liabilities		514,743			431,486			(62,498	)
Increase (decrease) in accounts payable and accrued liabilities –related parties		141,506			(3,126	)		118,101
Increase (decrease) in accrued interest payable		50,682			(23,195	)		31,059
Net cash used in operating activities of discontinued operations		(103,029	)		-			-

Net cash used in operating activities		(1,006,816	)		(282,333	)		(507,689	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property		(200,000	)		-			-
Acquisition of intangibles		(476,954	)		(454,454	)		(22,500	)

Net cash used in investing activities		(676,954	)		(454,454	)		(22,500	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from / (repayments to) loans payable, net		82,861			88,831			(99,070	)
Issuance of capital stock for cash		1,282,243			381,930			739,650
Subscriptions received		-			-			160,663
Net cash provided by financing activities of discontinued operations		74,379			-			-

Net cash provided by financing activities		1,439,483			470,761			801,243

EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH DURING THE PERIOD		3,755			-			-

NET INCREASE (DECREASE) IN CASH		(240,532	)		(266,026	)		271,054

CASH, BEGINNING OF PERIOD		245,612			271,106			52

CASH, END OF PERIOD	$	5,080		$	5,080		$	271,106

CASH –DISCONTINUED OPERATIONS	$	-		$	-		$	-
CASH –CONTINUING OPERATIONS	$	5,080		$	5,080		$	271,206

Supplemental Disclosure with Respect to Cash Flows (Note 14)

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

F-5

CALECO PHARMA CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(Expressed in U.S. Dollars)

	Common Stock
																		Deficit
												Accumulated						Accumulated
							Additional					Other						During the
	Number						Paid-			Subscriptions		Comprehensive						Development
	of Shares			Par Value			in Capital			Received		Loss			Deficit			Stage			Total
Sale of common stock for cash, April 14, 2005 (inception)	70,200,000		$	32,275		$	-		$	-	$	-		$	-		$	-		$	32,275
Contribution of assets							72,947														72,947
Foreign currency translation adjustment												(1,650	)								(1,650	)
Net loss															(51,748	)		-			(51,748	)
Balance, October 31, 2005	70,200,000			32,275			72,947					(1,650	)		(51,748	)		-			51,824
Recapitalization, April 19, 2006	33,000,000			70,925			(72,947	)							(22,294	)					(24,316	)
Foreign currency translation adjustment												(2,897	)								(2,897	)
Net loss															(227,483	)		-			(227,483	)
Balance, October 31, 2006	103,200,000			103,200			-					(4,547	)		(301,525	)		-			(202,872	)
Foreign currency translation adjustment												(17,627	)								(17,627	)
Net loss															(417,080	)		(36,324	)		(453,404	)
Balance, October 31, 2007	103,200,000			103,200			-					(22,174	)		(718,605	)		(36,324	)		(673,903	)
Cancellation of shares, April 11, 2008	(33,000,000	)		(33,000	)		4,277,775														4,244,775
Foreign currency translation adjustment												(151,900	)								(151,900	)
Net loss																		(4,073,650	)		(4,073,650	)
Balance, October 31, 2008	70,200,000			70,200			4,277,775					(174,074	)		(718,605	)		(4,109,974	)		(654,678	)

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

F-6

CALECO PHARMA CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(Expressed in U.S. Dollars)

	Common Stock
										Deficit
						Accumulated				Accumulated
			Additional			Other				During the
	Number		Paid-	Subscriptions		Comprehensive				Development
	of Shares	Par Value	in Capital	Received		Loss		Deficit		Stage		Total
Sale of common stock for cash, September 21, 2009	5,936,500	5,937	587,714									593,651
Issuance of common stock for debt settlement, September 21, 2009	5,117,244	5,117	506,607									511,724
Sale of common stock for cash, October 5, 2009	750,000	750	74,250									75,000
Issuance of common stock for debt settlement, October 5, 2009	300,000	300	29,700							-		30,000
Sale of common stock for cash, October 5, 2009	710,000	710	70,290							-		71,000
Issuance of common stock for services, October 6, 2009	60,000	60	10,740									10,800
Subscriptions received				160,663								160,663
Net loss										(759,408	)	(759,408	)
Balance, October 31, 2009	83,073,744	83,074	5,557,076	160,663		(174,074	)	(718,605	)	(4,869,382	)	38,752
Sale of common stock for cash, November 10, 2009	1,338,630	1,339	132,524	(130,663	)							3,200
Issuance of common stock for debt settlement, December 22, 2009	100,000	100	9,900									10,000
Sale of common stock for cash, December 22, 2009	1,145,000	1,145	113,355	(10,000	)							104,500
Issuance of common stock for debt settlement, January 15, 2010	260,000	260	25,740									26,000
Sale of common stock for cash, January 15, 2010	537,300	537	53,193	(20,000	)							33,730
Sale of common stock for cash, January 19, 2010	1,000,000	1,000	99,000									100,000
Issuance of common stock for services, February 15, 2010	300,000	300	80,700									81,000

F-7

CALECO PHARMA CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(Expressed in U.S. Dollars)

	Common Stock
															Deficit
									Accumulated						Accumulated
					Additional				Other						During the
	Number				Paid-		Subscriptions		Comprehensive						Development
	of Shares		Par Value		in Capital		Received		Loss			Deficit			Stage			Total
Sale of common stock for cash, February 18, 2010	140,000		140		13,860													14,000
Sale of common stock for cash, February 18, 2010	365,000		365		36,135													36,500
Sale of common stock for cash, net of finders fee, May 4, 2010	666,666		667		89,333													90,000
Issuance of common stock for services, June 11, 2010	300,000		300		38,700													39,000
Issuance of common stock for services, August 16, 2010	625,000		625		43,125													43,750
Issuance of common stock for debt settlement, September 8, 2010	1,500,000		1,500		88,500													90,000
Net loss															(1,541,988	)		(1,541,988	)
Balance, October 31, 2010	91,351,340	$	91,352	$	6,381,141	$	-	$	(174,074	)	$	(718,605	)	$	(6,411,370	)	$	(831,566	)

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

F-8

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

1.	HISTORY AND ORGANIZATION OF THE COMPANY

Caleco Pharma Corp. (formerly Blackstone Lake Minerals Inc.) (the “Company”) was incorporated on May 18, 2004, under the laws of the State of Nevada and was in the business of exploring mineral properties. Effective April 19, 2006, the Company acquired 100% of the issued and outstanding shares of Skyflyer Technology GmbH (“Skyflyer Technology”), a company engaged in the development and commercialization of a one or two person, recreation flying device. On October 18, 2007, the Company acquired a 100% interest in a mineral claim (the “Blackstone Lake Property”) in Saskatchewan, Canada. The Company was focusing its resources on the development and exploration of the Blackstone Lake Property and on April 11, 2008, the Company sold its interest in Skyflyer Technology. On January 27, 2009, pursuant to a technology purchase agreement with NY Financial (International) Corp. (“NY Financial”), the Company’s former wholly-owned subsidiary, Caleco Pharma Corp. (“Caleco-Sub”), acquired a proprietary technology and the intellectual property related thereto for the treatment of liver disease and other ailments, particularly resulting from viral infections such as the Hepatitis C virus infection (the “Technology”) (Note 12). The Company has also developed or is in the process of developing food supplements, hair and dermatological products, energy drinks and chewing gum that derive their formulations from the Technology. These products are being developed to provide enhancement to an individual’s immune system. On March 12, 2010, the Company entered into an exclusive license agreement with Natac Biotech S.L. (“Natac”), a Spanish biotechnology corporation engaged in the research and development of health related products, whereby Natac has granted the Company the exclusive right to develop, commercialize, market and distribute five compounds (AOF, AH-FLO, JHF, HGF, NB-VAL40) derived from plant extracts throughout North and South America (Note 13). On November 22, 2009, the Company allowed the Blackstone Lake Property to lapse and as a result, the Company wrote down the mineral property to $Nil at October 31, 2009. The Company is considered to be a development stage company, as it has not generated significant revenues from operations.

The consolidated financial statements of the Company up until July 31, 2009 included the accounts of the Company and its former wholly-owned subsidiary, Caleco-Sub. All inter-company balances and transactions were eliminated on consolidation. Effective August 31, 2009, the Company changed its name to Caleco Pharma Corp. To effect the name change, the Company completed a merger of Caleco-Sub, with and into the Company, with the Company continuing as the sole surviving entity.

F-9

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

2.	GOING CONCERN

	These financial statements have been prepared with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

	The operations of the Company have primarily been funded by the sale of common stock and loans received. Continued operations of the Company are dependent on the Company’s ability to complete equity financings or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on reasonable terms to the Company.

3.	SIGNIFICANT ACCOUNTING POLICIES

	The financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America and are stated in U.S. dollars. The significant accounting policies adopted by the Company are as follows:

	(a)	Use of estimates

	The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

	(b)	Foreign currency translation

	The functional currency of the Company is the U.S. dollar. The Company’s former subsidiary, Caleco-Sub, used the U.S. dollar as its functional currency. The Company’s former subsidiary, Skyflyer Technology, used the Euro as its functional currency. Accordingly, monetary assets and liabilities denominated in a foreign currency were translated at the exchange rate in effect at the balance sheet date while non-monetary assets and liabilities were translated at historical rates. Revenue and expense items denominated in a foreign currency were translated at exchange rates prevailing when such items are recognized in the statement of operations. Exchange gains and losses arising on translation of foreign currency items are included in the statement of operations.

	The Company followed the current rate method of translation to U.S. dollars with respect to its former foreign subsidiary. Accordingly, assets and liabilities were translated into U.S. dollars at the year-end exchange rates while revenue and expenses were translated at the average exchange rates during the year. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive loss.

F-10

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	(c)	Cash and cash equivalents

	The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At October 31, 2010 and 2009, the Company had no cash equivalents.

	(d)	Investments

	The Company accounts for investments in companies subject to significant influence (generally those companies in which interests ranging from 20% to 50% are held) on the equity basis. Investments in companies that the Company is unable to significantly influence are carried at cost.

	Investments in which the Company holds a 51% or greater interest are consolidated, unless control does not exist due to the Company’s inability to determine the investees strategic operating, financing and investing policies.

	(e)	Intangibles

	Intangibles are recorded at cost. Capitalized amounts relate to purchase costs and legal, consulting and advisory costs incurred in registration of the patents and intellectual property. Depreciation is calculated using the straight-line method over the useful lives of the assets. No depreciation is provided for as the patents have not yet been awarded and/or begun to generate revenues. No depreciation is provided for the intellectual property as they have indefinite lives. At October 31, 2010, the Company made an assessment to write down the intangibles to $100.

	(f)	Accounting for the impairment of long-lived assets and long-lived assets to be disposed of

	The Company reviews all long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

	(g)	Income taxes

	A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expenses (benefit) result from the net change during the period of deferred tax assets and liabilities.

	Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

F-11

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	(h)	Fair value of financial instruments

	The Company's financial instruments consist of cash and cash equivalents, investment, accounts payable and accrued liabilities, accounts payable and accrued liabilities –related parties, and loans payable. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

	(i)	Stock-based compensation

	The Company accounts for share-based compensation under the provisions of ASC 718, “Compensation-Stock Compensation”. Under the fair value recognition provisions, stock-based compensation expense is measured at the grant date for all stock-based awards to employees and directors and is recognized as an expense over the requisite service period, which is generally the vesting period. The Black-Scholes option valuation model is used to calculate fair value.

	The Company accounts for stock compensation arrangements with non-employees in accordance with ASC 718 which require that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest. Non-employee stock-based compensation charges are amortized over the vesting period on a straight-line basis. For stock options granted to non-employees, the fair value of the stock options is estimated using a Black-Scholes valuation model.

	(j)	Net loss per share

	Basic net loss per share is computed by dividing the net loss for the year by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share takes into consideration shares of common stock outstanding (computed under basic earnings per share) and potentially dilutive shares of common stock. As of October 31, 2010 and 2009, there were no potentially dilutive securities outstanding.

	(k)	Comprehensive loss

	The Company has adopted Accounting Standards Codificiation (“ASC”) 220-10 formerly SFAS 130, “Reporting of Comprehensive Income,” which establishes guidelines for the reporting and display of comprehensive loss/and its components in financial statements. Comprehensive loss includes foreign currency translation adjustments.

	(l)	Development stage

	The Company is a development stage company as defined by ASC 205-915-20 formerly SFAS 7, “Accounting and Reporting by Development Stage Enterprises,” as it is devoting substantially all of its efforts to establish a new business and planned principal operations have not commenced.

F-12

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	(m)	Concentration of credit risk

	Cash is the only financial instrument that potentially subjects the Company to concentration of credit risk. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

	(n)	Recent accounting pronouncements

	In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements, amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2010-06, but does not expect its adoption to have a material impact on the Company’s financial position or results of operations.

	In February 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855), amending ASC 855. ASU 2010-09 removes the requirement for an SEC filer to disclose a date relating to its subsequent events in both issued and revised financial statements. ASU 2010-09 also eliminates potential conflicts with the SEC’s literature. Most of ASU 2010-09 is effective upon issuance of the update. The Company adopted ASU 2010- 09 in February 2010, and its adoption did not have a material impact on the Company’s financial reporting and disclosures.

	(o)	Reclassifications

	Certain amounts reported in the prior period have been reclassified to conform to the current period’s presentation.

F-13

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

4.	INVESTMENT

	On November 1, 2009 the Company acquired 334 shares, representing a 10% interest, in Caleco Pharma Europe S.L. (“SL”), a Spanish Corporation, pursuant to a license agreement (see Note 13) for consideration of Euro 334 (US $491).

5.	MINERAL PROPERTY

	On October 18, 2007, the Company completed the acquisition of a mineral property (the “Blackstone Lake Property”) under the terms of a purchase agreement entered into by the Company on October 3, 2007. The Blackstone Lake Property consisted of two mineral claims located in Saskatchewan, Canada. The mineral claims were in good standing until August 22, 2009 and as of November 22, 2009, the claims officially lapsed. Accordingly, the Company wrote off all associated costs to operations during the year ended October 31, 2009.

6.	INTANGIBLES


		October 31,		October 31,
		2010		2009

Patents (Note 12)	$	50	$	80,000
Intellectual property (Note 12)		50		611,331
		100		691,331
Accumulated amortization		-		-

Net book value	$	100	$	691,331

During the year ended October 31, 2010 and 2009, the Company did not amortize its patents and intellectual property as the patents have not yet been awarded and/or they have not begun to generate revenues and the intellectual property has an indefinite life. Capitalized amounts relate to purchase costs and legal, consulting and advisory costs incurred in registration of the patents and intellectual property. At October 31, 2010, the Company made an assessment to write down the intangibles to $100.

F-14

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

7.	DEFERRED INCOME TAXES

	Income tax benefits attributable to losses from United States of America operations was $Nil for the years ended October 31, 2010 and 2009, and differed from the amounts computed by applying the United States of America federal income tax rate of 34 percent to pretax losses from development stage activities as a result of the following:


		Year Ended			Year Ended
		October 31,			October 31,
		2010			2009

Loss for the year	$	(1,707,017	)	$	(759,408	)

Computed “expected” tax benefit		(580,386	)		(258,199	)
Loss from write off of mineral property		-			68,000
Loss from write off of intangibles		235,019			-
Change in valuation allowance		345,367			190,199

Income tax recovery	$	-		$	-

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at October 31, 2010 and 2009, is presented below:


		2010			2009
Deferred tax assets:
Net operating loss carry forwards – US	$	848,537		$	503,170
Net capital loss carry forwards – US		1,303,571			1,303,571
Valuation allowance		(2,152,108	)		(1,806,741	)
Total deferred tax assets	$	-		$	-

The valuation allowance for deferred tax assets as of October 31, 2010 and 2009 was $2,152,108 and $1,806,741 respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

The losses in the United States expire in 2025.

F-15

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

8.	LOANS PAYABLE

	During the year ended October 31, 2010, $18,500 was reclassified from accounts payable to loans payable. The loan is non-interest bearing and due on demand.

	During the year ended October 31, 2010, a loan was granted from Natac for Euro 130,000 (US $181,235) pursuant to a proposed lab facilities and service agreement (Note 11 -vi) of which Euro 11,625 (US $16,207) was repaid. The loan is non-interest bearing and was due March 19, 2010. The loan was extended to September 10, 2010 and has not been paid. As the lab facilities and service agreement did not close, the Company is not obligated to repay the loan.

	During the year ended October 31, 2009, Euro 112,000 (US $156,141) in accounts payable was reclassified to loans payable. The loans are non-interest bearing. One loan of Euro 56,000 (US $78,071) was due February 1, 2010 and has not been paid. The second loan of Euro 56,000 (US $78,070) was due June 1, 2010 and has not been paid.

	During the year ended October 31, 2009, a loan was granted from a third party totaling $15,000. The loan is non-interest bearing and is due on demand. On January 15, 2010, the loan of $15,000 was settled for 150,000 shares of the Company’s common stock.

	During the year ended October 31, 2009, a loan was granted from a third party company for $1,200. The loan bore interest at 10% per annum and was due on demand. On October 5, 2009, the loan of $1,200 was settled for shares of the Company’s common stock.

	During the year ended October 31, 2009, a loan was granted from NY Financial totaling $77,500 of which $74,159 was repaid in the same period. The loan bears interest at 10% per annum, compounded monthly, beginning January 31, 2009 and is due on demand (Note 12). Interest expense included in the statement of operations for the years ended October 31, 2010 and 2009 totaled $355 and $4,393, respectively.

	During the year ended October 31, 2008, several loans were granted from a third party company totaling $47,000. The loans bore interest at 10% per annum and were due on demand. On October 5, 2009, the loans and accrued interest totaling $53,907 was settled for shares of the Company’s common stock. Interest expense included in the statement of operations for the year ended October 31, 2009 totaled $4,596.

	During the year ended October 31, 2008, several loans were granted from a third party company totaling $28,000. The loans bore interest at 10% per annum and were due on demand. On October 5, 2009, the loans and accrued interest totaling $32,339 was settled for shares of the Company’s common stock. Interest expense included in the statement of operations for the year ended October 31, 2009 totaled $2,863.

	During the year ended October 31, 2008, several loans were granted from a third party company totaling $18,100. The loans bore interest at 10% per annum and are due on demand. On October 5, 2009, the loans and accrued interest totaling $21,203 was settled for shares of the Company’s common stock. Interest expense included in the statement of operations for the year ended October 31, 2009 totaled $1,528.

F-16

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

8.	LOANS PAYABLE (continued)

	During the year ended October 31, 2007, several loans were granted from a third party company totaling $290,000. Loans totaling $280,000 bore interest at 8% per annum, compounded annually, and were due April 30, 2009. The loans were verbally extended with the same terms and were due on demand. A loan of $10,000 was non-interest bearing and had no specific terms of repayment. On October 1, 2007, the Company agreed to begin paying interest on this loan at 8% per annum and agreed to repay the loan on demand. On October 5, 2009, the loans and accrued interest totaling $335,114 was settled for shares of the Company’s common stock. Interest expense included in the statement of operations for year ended October 31, 2009 totaled $20,869.

	During the year ended October 31, 2006, two loans were granted from a third party company for $50,000 and $100,000. The loans bore interest at 8% per annum, compounded annually, and were due May 16, 2008 and June 19, 2008 respectively. On each of the loan’s due dates, the loans were verbally extended, with the loans bearing interest at 10% per annum and due on demand. During the year ended October 31, 2010, an additional $34,000 in loans was granted with the same terms. During the year ended October 31, 2009, $41,111 of principal and $16,389 of accrued interest was paid. During the year ended October 31, 2010, $9,646 of principal and $35,354 of accrued interest was paid. Interest expense included in the statement of operation for the years ended October 31, 2010 and 2009 totaled $11,804 and $17,540, respectively.

9.	RELATED PARTY TRANSACTIONS

	At October 31, 2010 and 2009, included in accounts payable and accrued liabilities –related parties is $20,758 owed to a former director and officer of the Company for management fees and reimbursement of expenses. Amounts due to and from officers and directors are unsecured, non-interest bearing and due on demand. Management fees included in the statement of operations for the years ended October 31, 2010 and 2009 totaled $0 and $0, respectively.

	At October 31, 2010 and 2009, included in accounts payable and accrued liabilities –related parties is Euro 5,000 (US $6,970) and Euro 5,000 (US $7,380), respectively, owed to a company owned by a former officer and director of the Company for management fees. Amounts due to and from officers and directors are unsecured, non-interest bearing and due on demand. Management fees included in the statement of operations for the years ended October 31, 2010 and 2009 totaled $0 and $0, respectively.

	At October 31, 2010 and 2009, included in accounts payable and accrued liabilities –related parties is $62,133 and $64,849, respectively, owed to officers and/or directors of the Company for management fees and reimbursement of expenses. Consulting fees paid to officers and/or directors of the Company for the years ended October 31, 2010 and 2009 totaled $81,000 and $30,000, respectively. Amounts due to and from officers and directors are unsecured, non-interest bearing and due on demand. The consulting fees are included in management fees on the statement of operations.

F-17

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

9.	RELATED PARTY TRANSACTIONS (continued)

	At October 31, 2010 and 2009, included in accounts payable and accrued liabilities –related parties is $57,000 owed to a company owned by a director of the Company for consulting fees. Amounts due to and from officers and directors are unsecured, non-interest bearing and due on demand. Consulting fees included in the statement of operations for the years ended October 31, 2010 and 2009 totaled $0 and $0, respectively.

10.	COMMON STOCK

	The Company’s articles of incorporation allow it to issue up to 975,000,000 shares of common stock, par value $0.001. Effective September 30, 2005, the Company effected a stock split of its common stock by issuing thirteen new shares for each old share. Except as otherwise stated to the contrary in these financial statements, all references to shares and prices per share have been adjusted to give retroactive effect to the stock split.

	On June 14, 2004, the Company issued 39,000,000 shares of its common stock at $0.001 per share in a private placement transaction.

	On July 4, 2004, the Company issued 16,250,000 shares of its common stock at $0.01 per share in a private placement transaction.

	On October 25, 2004, the Company issued 14,950,000 shares of its common stock at $0.05 per share in a private placement transaction.

	On April 19, 2006, the Company acquired all the issued and outstanding stock of Skyflyer Technology, which was accounted for as a recapitalization of the Company (Note 1) in exchange for 33,000,000 shares of common stock. The issued number of shares of common stock was that of the Company with adjustments made for differences in par value between the Company and Skyflyer Technology. On April 11, 2008, the Company completed a share exchange agreement with Inventa and Skyflyer Technology, whereby the Company sold to Inventa all of the issued and outstanding shares of Skyflyer Technology in exchange for the surrender of 33,000,000 shares of the Company’s common stock for cancellation. On April 11, 2008, the Company cancelled the 33,000,000 shares of its common stock.

	On September 21, 2009, the Company issued 5,936,500 shares of its common stock at $0.10 per share for total proceeds of $593,651 in a private placement transaction. The Company also issued 5,117,244 shares of its common stock at $0.10 per share for settlement of accounts payable and loans payable with an aggregate value totaling $511,724.

	On October 5, 2009, the Company issued 750,000 shares of its common stock at $0.10 per share for total proceeds of $75,000 in a private placement transaction. The Company also issued 300,000 shares of its common stock at $0.10 per share for settlement of accounts payable with an aggregate value totaling $30,000.

	On October 5, 2009, the Company issued 710,000 shares of its common stock at $0.10 per share for total proceeds of $71,000 in a private placement transaction.

F-18

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

10.	COMMON STOCK (continued)

	On October 6, 2009, the Company issued 60,000 shares of its common stock at $0.18 per share for consulting services with an aggregate value of $10,800. The consulting services are included in professional fees on the statement of operations.

	On November 10, 2009, the Company issued 1,338,630 shares of its common stock at $0.10 per share for total proceeds of $133,863 in a private placement transaction.

	On December 22, 2009, the Company issued 1,145,000 shares of its common stock at $0.10 per share for total proceeds of $114,500 in a private placement transaction. The Company also issued 100,000 shares of its common stock at $0.10 per share for settlement of accounts payable with an aggregate value totaling $10,000.

	On January 15, 2010, the Company issued 337,300 shares of its common stock at $0.10 per share for total proceeds of $33,730.

	On January 15, 2010, the Company issued 200,000 shares of its common stock at $0.10 per share for total proceeds of $20,000 in a private placement transaction. The Company also issued 260,000 shares of its common stock at $0.10 per share for settlement of accounts payable with an aggregate value totaling $11,000 and loans payable with an aggregate value totaling $15,000.

	On January 19, 2010, the Company issued 1,000,000 shares of its common stock at $0.10 per share for total proceeds of $100,000 in a private placement transaction.

	On February 15, 2010, the Company issued 300,000 shares of its common stock at $0.27 per share for consulting services with an aggregate value of $81,000. The consulting services are included in professional fees on the statement of operations.

	On February 18, 2010, the Company issued 365,000 shares of its common stock at $0.10 per share for total proceeds of $36,500 in a private placement transaction.

	On February 18, 2010, the Company issued 140,000 shares of its common stock at $0.10 per share for total proceeds of $14,000 in a private placement transaction.

	On May 4, 2010, the Company issued 666,666 shares of its common stock at $0.15 per share for total proceeds of $100,000 in a private placement transaction. A finder’s fee of $10,000 was paid on closing of the private placement.

	On June 11, 2010, the Company issued 300,000 shares of its common stock at $0.13 per share for consulting services with an aggregate value of $39,000. The consulting services are included in management fees on the statement of operations.

	On August 16, 2010, the Company issued 625,000 shares of its common stock at $0.07 per share for consulting services with an aggregate value of $43,750. The consulting services are included in professional fees on the statement of operations.

	On September 8, 2010, the Company issued 1,500,000 shares of its common stock at $0.06 per share for settlement of accounts payable with an aggregate value totaling $90,000.

F-19

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

11.	COMMITMENTS

	i)	On October 1, 2008, the Company entered into a management consulting agreement with a director and officer of the Company with an effective date of October 1, 2008 to pay monthly consulting fees of $2,500 per month. The agreement may be cancelled by either party with 60 days notice, in writing.

	ii)	On October 27, 2009, the Company entered into a consulting agreement with an effective date of November 1, 2009 to pay monthly consulting fees of $1,000 per month and $600 per hour for any additional services provided. The agreement is for a period of one year and automatically renews for an additional year unless notice of termination is provided by either party with 60 days notice, in writing.

	iii)	On December 17, 2009, the Company entered into a consulting agreement to pay monthly consulting fees of $5,000 per month. The Company terminated the agreement February 15, 2010.

	iv)	On February 9, 2010, the Company entered into a consulting agreement, effective February 1, 2010, with BlueWater Advisory Group, LLC (“BlueWater”) whereby BlueWater agreed to provide the Company with investor relations services. In consideration of these services, the Company agreed to pay BlueWater $3,500 per month, reimburse BlueWater for all out-of-pocket expenses incurred in connection with the agreement and issue to BlueWater 300,000 shares of the Company’s common stock (issued February 15, 2010). Either party may terminate the consulting agreement upon five days written notice.

	v)	On February 10, 2010, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Natac Biotech S.L. (“Natac”), a Spanish biotechnology corporation engaged in the research and development of health related products, and the principal stockholders of Natac (the “Principal Stockholders”). Under the terms of the Share Purchase Agreement, the Company has agreed to acquire eighteen percent (18%) of the share capital of Natac from the Principal Stockholders (the “Natac Shares”). In consideration of the Natac Shares, the Company has agreed to issue an aggregate of 4,300,000 shares of its common stock to the Principal Stockholders.

		The closing of the Share Purchase Agreement was subject to a number of customary conditions, including:

		(a)	the closing of a research and licensing agreement whereby the Company will acquire an exclusive license to certain probiotic strains for the countries located in North and South America;

		(b)	the closing of an exclusive licensing agreement whereby the Company will acquire an exclusive license to certain health related products for the countries located in North and South America (closed March 12, 2010); and

		(c)	the closing of a lab facilities and services agreement whereby Natac shall provide certain services and laboratory access to the Company.

		The closing of the Share Purchase Agreement was expected to occur on or before March 19, 2010. The closing date was extended to July 19, 2010. As the Share Purchase Agreement did not close, the Company is not obligated to issue any shares to the Principal Stockholders of Natac and Natac is not obligated to issue the Natac Shares to the Company.

F-20

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

11.	COMMITMENTS (continued)

	vi)	On February 18, 2010, the Company entered into a lab facilities and service agreement (the “Lab Facilities and Service Agreement”) with Natac whereby the Company will have access to Natac’s laboratory facility and procure certain laboratory services from Natac in consideration of the following:

		(a)	Euro 20,000 (US $27,716) (paid on February 10, 2010);

		(b)	issuance of a promissory note in the amount of Euro 130,000 (US $181,235) payable on or before September 10, 2010 (which promissory note has been issued on February 10, 2010 and amended June 11, 2010) (repaid Euro 11,625 (US $16,207) on May 10,2010);

		(c)	Euro 100,000 (US $139,412) on or before each of September 30, 2010, December 31, 2010, March 31, 2011 and June 30, 2011; and

		(d)	Euro 125,000 (US $174,265) on or before each of:

			(i)	September 30, 2011, December 31, 2011, March 31, 2012 and June 30, 2012; and

			(ii)	September 30, 2012, December 31, 2012, March 31, 2013 and June 30, 2013.

		The closing of the Lab Facilities and Service Agreement was subject to a number of customary conditions, including:

		(a)	the closing of a research and licensing agreement whereby the Company will acquire an exclusive license to certain probiotic strains for the countries located in North and South America; and

		(b)	the closing of an exclusive licensing agreement whereby the Company will acquire an exclusive license to certain health related products for the countries located in North and South America. (closed March 12, 2010)

		The closing of the Lab Facilities and Service Agreement was expected to occur on or before March 19, 2010. The closing date was extended to September 10, 2010. As the Lab Facilities and Services Agreement did not close, the Company is not obligated to repay the balance of the promissory notes nor make any of the quarterly payments to Natac and Natac is not obligated to provide us with the services.

F-21

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

12.	TECHNOLOGY PURCHASE AGREEMENT

	On January 27, 2009, pursuant to a technology purchase agreement, the Company’s former subsidiary, Caleco- Sub, acquired a proprietary technology and the intellectual property related thereto for the treatment of liver disease and other ailments, particularly resulting from viral infections such as the Hepatitis C virus infection (the “Technology”) from NY Financial.

	As consideration for the Technology, the Company and Caleco-Sub agreed to:

	(1)	pay $22,500 to NY Financial (paid); and

	(2)	issue a non-interest bearing promissory note in the amount of $77,500 to NY Financial at closing. This amount was payable on January 31, 2009. On January 31, 2009, the Company became in default of the promissory note as it was unable to pay the $77,500. Under the terms of the promissory note, the unpaid portion of the promissory note, being $71,500, will bear interest at 10% per annum commencing on January 31, 2009. During the year ended October 31, 2009, an additional $68,159 was repaid.

As further consideration, an officer and director of the Company transferred 32,000,000 shares of the Company’s common stock to NY Financial on closing.

Caleco-Sub has also agreed to reimburse the documented costs related to the Technology totaling Euro 432,000 (US $602,258) and $66,500. As at October 31, 2010, the Company has paid Euro 265,311 (US $369,874) and $18,250 in cash; has issued promissory notes for accounts payable totaling Euro 112,000 (US $156,141) and $18,500; and has issued 300,000 shares of its common stock at $0.10 per share for settlement of accounts payable with an aggregate value totaling $30,000. One loan of Euro 56,000 (US $78,071) was due February 1, 2010 and has not been paid. The second loan of Euro 56,000 (US $78,070) was due June 1, 2010 and has not been paid.

At October 31, 2010, the Company made an assessment to write down the intangibles to $100.

13.	LICENSE AGREEMENTS

	Europe License Agreement

	On November 1, 2009, the Company entered into a license agreement (the “Europe License Agreement”) with Caleco Pharma Europe S.L. (“SL”), a Spanish Corporation, whereby the Company granted SL an exclusive license in the European continent to market and exploit certain products the Company has developed or is developing.

	In consideration of the grant of the exclusive license, SL has agreed to pay and issue the following:

	(a)	issue to the Company such number of shares of SL that equals 10% of SL’s outstanding share capital (the “SL Shares”). The Company’s 10% interest in the share capital of SL is non-dilutive as long as SL’s outstanding share capital is 1,000,000 Euros or less. If SL’s share capital is above 1,000,000 Euros and it offers to issue additional shares, the Company will have a right to purchase 10% of the offered shares.

F-22

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

13.	LICENSE AGREEMENTS (continued)

	(b)	pay a royalty of five percent (5%) of its gross sales of the Products (Food supplements (Lamiridosin), Hair and Dermatological Products (LamiriShampoo, LamiriHair Conditioner, LamiriHair Tonic, LamiriGel and LamiriCreme), Energy Drinks (KTKin) and Chewing Gum (KTK Chewing Gum and KTKids Children Chewing Gum), to the Company.

The term of the exclusive license is for a period of twenty years. The Company may terminate the Europe License Agreement if SL does not achieve the following annual gross revenues: (i) $3,000,000 from the sale of the Products during the period of July 31, 2012 to July 30, 2013; (ii) $5,000,000 from the sale of the Products during the period of July 31, 2013 to July 30, 2014; and (iii) $12,000,000 from the sale of the Products during the period of July 31, 2014 to July 30, 2015.

On December 20, 2010, the Company served a notice of default to SL to comply with the terms of the Europe License Agreement. Failure by SL to remedy the defaults within 60 days (February 20, 2011) will result in the termination of the Europe License Agreement.

Natac License Agreement

On March 12, 2010, the Company entered into an exclusive license agreement (the “License Agreement”) with Natac whereby Natac has granted the Company the exclusive right to develop, commercialize, market and distribute five compounds (AOF, AH-FLO, JHF, HGF, NBVAL40) derived from plant extracts throughout North and South America.

In consideration of the exclusive license, the Company has agreed to pay a royalty of five percent (5%) of the net sales of the compounds in North and South America. Under the terms of the License Agreement, the Company is also required to:

	(a)	purchase the products from Natac in accordance with the terms of the License Agreement;

	(b)	complete its first commercial sale of the products by March 31, 2011;

	(c)	purchase a minimum of 300,000 units, each unit being 10 grams, of the products from Natac by December 31, 2011; and

	(d)	within one year of entering into the License Agreement, complete a clinical trial(s) for the purpose of supporting the effectiveness of the products.

The Company has the right to sub-license the five compounds in North and South America and the right to assign the entire interest in the License Agreement subject to the following:

	(a)	if the assignment is for cash consideration only, the Company will be entitled to retain 90% of the cash payment and Natac will be entitled to 10% of the cash payment; and

	(b)	if the assignment is for a combination of a cash payment and royalties, the Company will be entitled to retain 90% of the cash payment and royalty with 10% of the cash payment and royalty being paid to Natac.

The term of the License Agreement is for a period of twenty years.

F-23

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

14.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS


		Cumulative
		Amounts from
		October 19, 2007
		(start of the		Year		Year
		development stage)		Ended		Ended
		to October 31,		October 31,		October 31,
		2010		2010		2009

Cash paid for:
Interest	$	56,324	$	35,354	$	20,970
Income taxes	$	-	$	-	$	-

Non-cash Transactions

Investing and financing activities that do not have an impact on current cash flows are excluded from the statement of cash flows.

During the year ended October 31, 2010, $18,500 in accounts payable was reclassified to loans payable.

During the year ended October 31, 2010, $111,000 in accounts payable was settled by the issuance of 1,710,000 shares of the Company’s common stock.

During the year ended October 31, 2010, $15,000 in loans payable was settled by the issuance of 150,000 shares of the Company’s common stock.

During the year ended October 31, 2009, $591,331 in intangible costs was included in accounts payable and accrued liabilities.

During the year ended October 31, 2009, $77,500 in intangible costs was included in proceeds from loans payable, net of repayments.

During the year ended October 31, 2009, $165,803 in accounts payable was reclassified to loans payable.

During the year ended October 31, 2009, $99,161 in accounts payable was settled by the issuance of 991,620 shares of the Company’s common stock.

During the year ended October 31, 2009, $442,563 in loans payable and accrued interest payable was settled by the issuance of 4,425,630 shares of the Company’s common stock.

F-24

CALECO PHARMA CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2010

15.	SUBSEQUENT EVENTS

	On November 17, 2010, the Company repaid $34,000 of principal and $509 of accrued interest to a third party lender.

	On November 18, 2010, the Company issued 3,000,000 shares of its common stock at $0.05 per share for proceeds totaling $150,000 in a private placement transaction.

F-25

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9AT.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2010 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the year ended October 31, 2010 fairly present our financial condition, results of operations and cash flows in all material respects.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

Lack of Audit Committee & Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee and outside directors on the Company’s Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

Management, including our Chief Executive Officer and the Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal year ended October 31, 2010 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the effectiveness of controls and procedures

Our management, including our Chief Executive Officer and the Chief Financial Officer, do not expect that our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

ITEM 9B.

OTHER INFORMATION.

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets forth the names, ages and positions of our officers and directors as of the date hereof:

Name	Age	Position
John Boschert	40	Chief Executive Officer, President, Secretary and Treasurer and Director
Luc Vanhal	50	Chief Financial Officer
James Sandino	63	Director
F. Javier Benedi Garcia	64	Director

Set forth below is a brief description of the background and business experience of our executive officers and directors:

John Boschert has been our Secretary and Treasurer since April 19, 2006 and our Chief Executive Officer, President and Director since August 20, 2008. Mr. Boschert was also our Chief Financial Officer from August 20, 2008 to June 11, 2010. Mr. Boschert received his diploma in business administration from Langara College in 1989. Mr. Boschert has served as an officer and director of a number of public companies. Currently, Mr. Boschert serves as secretary of Exploration Drilling International Inc., a company engaged in water drilling, and was a member of its board of directors from March 13, 2006 to December 27, 2006 and its chief executive officer, president, chief financial officer and treasurer from March 20, 2006 to April 26, 2006. Since July 2002, Mr. Boschert has also served as the sole executive officer and director of Balsam Ventures, Inc. Since August 7, 2008, Mr. Boschert served as an officer and director of Clyvia Inc., a company engaged in the development of a proprietary technology that utilizes a process known as fractional depolymerization to produce diesel fuel and heating oil from various forms of recyclable waste materials, including vegetable oils, plastics and organic solids.

Luc Vanhal has been our Chief Financial Officer since June 11, 2010. Since February 2010, Mr. Vanhal has served as Chief Financial Officer and Chief Operating Officer of VehSmart Inc., a private company in the automotive industry. Mr. Vanhal served as a director of CyberDefender Corporation, a public company in the identify protection industry, from December 2009 to February 2010. Mr. Vanhal served as Chief Operating Officer and Chief Financial Officer of Guthy-Renker Inc., a private company active in the direct marketing of a wide variety of consumer products, from July, 2005 to February 2010. From 2002 to 2008, Mr. Vanhal served as a director of Viewsonic Inc., a maker of visual display products. Mr. Vanhal served as Chief Operating Officer and Chief Financial Officer for Belkin Corporation, a privately held technology consumer products company, from August 2004 to July 2005. Mr. Vanhal holds a B.A. and an M.B.A. from the University of Leuven, Belgium.

James Sandino has been a member of our Board of Directors since October 20, 2008. Mr. Sandino has over twenty five years of marketing experience, including marketing in the healthcare industry. In 1970, Mr. Sandino obtained a Bachelor of Arts from St. John’s University in Collegeville Minnesota. From 1996 to 2001, Mr. Sandino was the President and CEO of Lowe Consumer Healthcare World Wide, a consumer focused healthcare marketing agency. Since 2001, Mr. Sandino has been the President and CEO of the Sandino Group, LLC, an independent marketing and business development consultancy which specializes in healthcare, direct marketing and strategic planning. From 2005 to 2008, Mr. Sandino also was the Chief Marketing Strategist for Integrated Marketing Solutions, Inc. and assisted clients in establishing brand recognition.

F. Javier Benedi Garcia has been a member of our Board of Directors since January 23, 2009. Mr. Benedi Garcia has over thirty five years of experience in the fields of banking, Investment, real estate, and bio-technology. Mr. Benedi Garcia obtained a degree of commerce from the Salamanca School of Commerce located in Salamanca, Spain. After completing his degree in commerce and until the 1980s, Mr. Benedi Garcia worked in the banking and finance industry with a number of firms, including EXCO. In the 1980s and early 1990s, Mr. Benedi Garcia gained considerable experience in the fields of real estate development and Investment operations. During this period, Mr. Benedi Garcia worked with LRC Technologies, LLC, Global Remediation, Inc., and Casino de Madrid. In 1994, Mr. Benedi Garcia founded Société de Participations et de Valeurs (SPV) in Luxembourg, a Holding company engaged in Property Development, Metal trading, Leisure Industry and Finance activities. Mr. Benedi Garcia was the president and sole shareholder of SPV until 2000, when the assets of the company were sold. Since then, Mr. Benedi Garcia’s has focused on the development, management and financing of various ventures.

Term of Office

Our directors are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors and hold office until removed by our board of directors or until their successors are appointed.

Committees of the Board of Directors

Our board of directors does not maintain a separately-designated standing audit committee or any other committees. As a result, our entire Board of Directors acts as our audit committee. None of our directors meet the definition of an “audit committee financial expert.” We believe that the cost related to appointing a financial expert to our board of directors at this time is prohibitive.

We presently do not have a compensation committee, nominating committee, executive committee of our board of directors, stock plan committee or any other committees.

Product Development Advisory Board

Our board of directors established a Product Development Advisory Board on October 27, 2009. The Product Development Advisory Board will guide the development of our products, including the design of appropriate clinical trails and selection of clinical sites and partners. The sole member of the Product Development Advisory Board is Jim Metropoulos.

Jim Metropoulos has served as a senior executive in healthcare communications during the past 15 years. Dr. Metropoulos initially served as Chief Strategic Officer, North America, for Lowe McAdams Healthcare where he established a Strategic Planning practice modeled after Account Planning at consumer agencies. As a result of his work as Chief Strategic Officer, North America, he was promoted to Chief Strategic Officer for Lowe McAdams Healthcare Worldwide, a position focused on global network strategic planning and acquisitions. In 2002, Dr. Metropoulos was appointed Chief Strategic Officer at Sudler & Hennessey (a division of Young and Rubicam) where he was charged with managing business development and a strategic planning practice. From 2003 to 2006, Dr. Metropoulos served as Co-President of Sudler & Hennessey. In this role, Dr. Metropoulos established publication planning and managed care practices, managed a second network agency, established joint ventures with a contract research organization and managed care specialty firm, and participated in the acquisition of a sales training and medical education company. Dr. Metropoulos served as President and CEO of Euro RSCG Life Worldwide, the global healthcare communications network of Euro RSCG Worldwide and Havas, Inc., from 2006 to 2007. Since 2007, Dr. Metropoulos co-founded Rearden Health Partners, a full-service marketing communications firm dedicated to the design, development and licensing of proprietary health education, marketing and communications products and services.

Code of Ethics

We adopted a Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer, Corporate Controller and certain other finance executives, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended October 31, 2005, filed on January 30, 2006. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer, Corporate Controller, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all forms they file pursuant to Section 16(a). Based on our review of the copies of such forms received by us, other than as described below, no other reports were required for those persons.

The following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act:

Name and Principal Position	Number of Late Reports	Transactions Not Timely Reported	Known Failures to File a Required Form
John Boschert Chief Executive Officer, President, Treasurer and a Director	None	None	None
Luc Vanhal Chief Financial Officer	One	None	None
James Sandino Director	None	None	None
F. Javier Benedi Garcia Director	None	None	None
NY Financial (International) Corp. Beneficial owner of greater than 10% of our outstanding shares of common stock	None	None	None

ITEM 11.

EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table sets forth total compensation paid to or earned by our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K, during the fiscal years ended October 31, 2010 and 2009.

SUMMARY COMPENSATION TABLE
Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen- sation ($)	Nonqualified Deferred Compen- sation ($)	All Other Compen- sation ($)	Total ($)
John Boschert,⁽¹⁾ CEO, President, Secretary, Treasurer & Director	2010 2009	$30,000 $30,000	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$30,000 $30,000
Luc Vanhal⁽²⁾ CFO	2010 2009	$0 N/A	$0 N/A	$39,000 N/A	$0 N/A	$0 N/A	$0 N/A	$0 N/A	$39,000 N/A

Notes:
(1)	Mr. Boschert was appointed as our Secretary and Treasurer on April 16, 2006 and as our CEO, CFO, President and Director on August 20, 2008. Under the terms of a consulting agreement dated October 1, 2008, we pay Mr. Boschert a consulting fee of $2,500 per month.
(2)	Mr. Vanhal was appointed as our CFO on June 11, 2010. Under the terms of a consulting agreement: (i) we issued 300,000 shares of our common stock to Mr. Vanhal in consideration of Mr. Vanhal providing the Company with one (1) year of consulting services as Chief Financial Officer; (ii) Mr. Vanhal is entitled to reimbursement for reasonable travel and promotional expenses and other specific expenses with prior authorization; and (iii) the agreement may be terminated be either party upon 30 days notice or no notice in the event of default.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Since our inception on May 18, 2004, we have not issued any outstanding equity awards.

COMPENSATION OF DIRECTORS

The following table sets forth the compensation paid to our directors for the fiscal year ended October 31, 2010.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
John Boschert	-	-	-	-	-	-	-
James Sandino⁽¹⁾	$12,000	-	-	-	-	-	$12,000
F. Javier Benedi Garcia	-	-	-	-	-	-	-

Note:

(1) Under the terms of a verbal agreement, Mr. Sandino is paid $1,000 per month for his services.

ITEM 12.

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

EQUITY COMPENSATION PLANS

We have no equity compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of February 28, 2011 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, (iii) each of our named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the shareholder listed possesses sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock⁽¹⁾
DIRECTORS AND EXECUTIVE OFFICERS
Common Stock	John Boschert CEO, President, Secretary, Treasurer and Director	6,500,000 (Direct)	6.9%
Common Stock	Luc Vanhal CFO	300,000 (Direct)	*
Common Stock	James Sandino Director	Nil	Nil
Common Stock	F. Javier Benedi Garcia Director	20,500,000⁽²⁾ (Indirect)	21.7%
Common Stock	All Directors and Executive Officers as a Group (4 persons)	27,300,000	28.9%

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock⁽¹⁾
5% STOCKHOLDERS
Common Stock	NY Financial (International) Corp. Palm Grove House, P.O. Box 3186 Wickhams Cay 1, Road Town Tortola, British Virgin Islands	18,000,000 (Direct)	19.1%
Common Stock	F. Javier Benedi Garcia Director El Pilar, Vicente Aleixandre 2 Cortijo Blanco, San Pedro de Alcantara Malaga, Spain 29670	20,500,000⁽²⁾ (Indirect)	21.7%
Common Stock	John Boschert CEO, President, Secretary, Treasurer and Director Suite 16036, Urbanizacion Marbella, Calle 47 y Ave., Aquilino de la Guardia Edifico Ocean Plaza - Planta Baja, Panama	6,500,000 (Direct)	6.9%

*Less than 0.1%

Notes:
(1)	Based on 94,351,340 shares of our common stock issued and outstanding as of February 28, 2011. Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on February 28, 2011.

(2)	The shares denoted as beneficially owned by Mr. Benedi Garcia consist of: (i) 18,000,000 Shares held by NY Financial (indirect); (ii) 500,000 Shares held by Mr. Benedi Garcia's wife (indirect); and (iii) 2,000,000 Shares held by Mr. Benedi Garcia's children (indirect).

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a change in control in the future.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

RELATED TRANSACTIONS

Except as disclosed below, none of the following parties has, during our last two fiscal years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which we are a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets for the last two completed fiscal years:

	(i)	Any of our directors or officers;
	(ii)	Any person proposed as a nominee for election as a director;
	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
	(iv)	Any of our promoters; and
	(v)	Any relative or spouse of any of the foregoing persons who has the same house as such person.

Acquisition of the Liver Health Formula

In connection with the closing of the Technology Purchase Agreement, NY Financial (International) Corp. (“NY Financial”), a company controlled by F. Javier Benedi Garcia, a member of our Board of Directors, assigned and transferred its right, title and interest in the Liver Health Formula in consideration of which:

(a)	we paid $22,500 to NY Financial; and

(b)	we issued a non-interest bearing promissory note in the amount of $77,500 to NY Financial. On January 31, 2009, we became in default of the promissory note as we were unable to pay the $77,500. As a result, the unpaid portion of the promissory note bears interest at a rate of ten per cent (10%) per annum. As at October 31, 2010, we have repaid $74,159 of the promissory note.

As further consideration, Mr. Boschert, our executive officer and director, transferred 32,000,000 shares of our common stock to NY Financial, which resulted in a change in control.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. In applying the definition, we have determined that Mr. Sandino and Mr. Benedi Garcia are independent directors. Mr. Boschert, our Chief Executive Officer, does not qualify as an independent member of our Board of Directors.

As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees billed for the two most recently completed fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal periods were as follows:

		Year Ended October 31, 2010		Year Ended October 31, 2009
Audit Fees	$	28,750	$	27,450
Audit-Related Fees	$	Nil	$	Nil
Tax Fees	$	Nil	$	Nil
All Other Fees	$	Nil	$	Nil
Total	$	28,750	$	27,450

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are either provided with this Annual Report or are incorporated herein by reference:

Exhibit
Number	Description of Exhibits
2.1	Agreement and Plan of Merger dated July 24, 2009 between the Company (as parent surviving company) and Caleco Pharma Corp. (as subsidiary merging entity).⁽²⁰⁾
3.1	Articles of Incorporation.⁽¹⁾
3.2	Certificate of Change – 13-for-1 Stock Split effective September 30, 2005.⁽⁷⁾
3.3	Certificate of Amendment to Articles – Name Change from Triton Resources, Inc. to Skyflyer Inc. effective October 17, 2006.⁽⁷⁾
3.4	Certificate of Amendment to Articles of Incorporation – Name Change from Skyflyer Inc. to Blackstone Lake Minerals Inc. effective January 23, 2008.⁽¹⁰⁾
3.5	Certificate of Merger.⁽²⁰⁾
3.6	Articles of Merger between the Company (as surviving entity) and Caleco Pharma Corp. (as merging entity), with surviving entity changing its name to Caleco Pharma Corp.⁽²⁰⁾
3.7	Bylaws.⁽¹⁾
10.1	Share Purchase Agreement among the Company, Inventa Holding GmbH, Skyflyer Technology GmbH and Perry Augustson, dated for reference the 31^stday of March, 2006.⁽³⁾
10.2	Agreement and Deed of Transfer between Inventa Holding GmbH and the Company dated for reference as of the 19^thday of April, 2006.⁽⁴⁾
10.3	Patent Transfer Agreement between Dieter Wagels and Skyflyer Technology GmbH, dated effective as of April 17, 2006.⁽⁴⁾
10.4	Loan Agreement between Dast GmbH and Skyflyer Technology GmbH dated December 8, 2006.⁽⁵⁾
10.5	Employment contract between Skyflyer Technology GmbH and Dr. Manfred Sappok, dated for reference as of June 1, 2005 (translated from German to English).⁽⁶⁾
10.6	Employment contract between Skyflyer Technology GmbH and Dieter Wagels, dated for reference as of January 1, 2006 (translated from German to English).⁽⁶⁾
10.7	Purchase Agreement dated October 3, 2007 between American Yellowcake Resources Inc. and Skyflyer Inc.⁽⁸⁾
10.8	Loan Agreement dated October 17, 2007 between the Company and Black Pointe Holdings Inc.⁽⁹⁾
10.9	Extension to Loan Agreement between Dast GmbH and Skyflyer Technology GmbH, dated July 30, 2007 (translated from German to English).⁽¹²⁾

Exhibit
Number	Description of Exhibits
10.10	Second Extension to Loan Agreement between Dast GmbH and Skyflyer Technology GmbH, dated December 31, 2007 (translated from German to English).⁽¹²⁾
10.11	Loan Agreement between Dast GmbH and Skyflyer Technology GmbH dated November 28, 2007 (translated from German to English).⁽¹²⁾
10.12	Loan Agreement between Dast GmbH and Skyflyer Technology GmbH dated December 6, 2007 (translated from German to English).⁽¹²⁾
10.13	Loan Agreement between Dast GmbH and Skyflyer Technology GmbH dated December 7, 2007 (translated from German to English).⁽¹²⁾
10.14	Management Consultant Agreement dated March 1, 2008 between the Company and Dr. Rudolf Mauer.⁽¹¹⁾
10.15	Share Exchange Agreement dated for reference as of March 31, 2008 among Blackstone Lake Minerals Inc., Inventa Holding GmbH and Skyflyer Technology GmbH.⁽¹³⁾
10.16	Management Consultant Agreement dated October 1, 2008 between the Company and John Boschert.⁽¹⁴⁾
10.17	Technology Purchase Agreement dated October 16, 2008 among the Company, NY Financial (International) Corp., Caleco Pharma Corp. (our former wholly owned subsidiary) and John Boschert.⁽¹⁵⁾
10.18	Amendment Agreement to Technology Purchase Agreement dated October 16, 2008 among the Company, NY Financial (International) Corp., Caleco Pharma Corp. (our former wholly owned subsidiary) and John Boschert.⁽¹⁶⁾
10.19	Technology Purchase Agreement dated December 19, 2008 among the Company, NY Financial (International) Corp., Caleco Pharma Corp. (our former wholly owned subsidiary) and John Boschert.⁽¹⁷⁾
10.20	Promissory Note between Caleco Pharma Corp. (our former wholly owned subsidiary) and NY Financial (International) Inc.⁽¹⁸⁾
10.21	Investor Relations Service Agreement between the Company and Evergreen Marketing, Inc. dated October 6, 2009.⁽²¹⁾
10.22	Consulting Agreement dated October 27, 2009 between the Company and Professor Harry H.S. Fong.⁽²²⁾
10.23	License Agreement dated November 1, 2009 between the Company and Caleco Pharma S.L.⁽²³⁾
10.24	Consulting Agreement dated December 17, 2009 between the Company and Peter Kitzinski.⁽²⁴⁾
10.25	Consulting Agreement dated for reference February 1, 2010 between the Company and BlueWater Advisory Group, LLC.⁽²⁵⁾
10.26	Designated Sponsor Agreement dated February 9, 2010 between the Company and ICF Kursmackler AG. ⁽²⁵⁾
10.27	Share Purchase Agreement dated February 10, 2010 among the Company, Natac Biotech S.L., and the principal shareholders of Natac Biotech S.L. ⁽²⁵⁾
10.28	Letter Agreement dated February 10, 2010 between the Company and Natac Biotech S.L. ⁽²⁵⁾
10.29	Promissory Note dated February 10, 2010 between the Company and Natac Biotech S.L. ⁽²⁵⁾
10.30	Lab Facilities and Service Agreement dated for reference February 18, 2010 between the Company and Natac Biotech S.L. ⁽²⁶⁾
10.31	License Agreement dated March 12, 2010 between the Company and Natac Biotech S.L.⁽²⁷⁾
10.32	Amendment Agreement to Share Purchase Agreement dated March 19, 2010 among the Company, Natac Biotech, S.L. and the principal shareholders of Natac Biotech S.L.⁽²⁸⁾
10.33	Amendment Agreement to Lab Facilities and Services Agreement dated March 19, 2010 between the Company and Natac Biotech, S.L. ⁽²⁸⁾
10.34	Second Amendment Agreement to Share Purchase Agreement dated for reference April 19, 2010 among the Company, Natac Biotech, S.L. and the principal shareholders of Natac Biotech S.L. ⁽²⁹⁾

Exhibit
Number	Description of Exhibits
10.35	Second Amendment Agreement to Lab Facilities and Services Agreement dated for reference April 19, 2010 between the Company and Natac Biotech, S.L. ⁽²⁹⁾
10.36	Management Consulting Agreement dated June 11, 2010 between the Company and Luc Vanhal.⁽³⁰⁾
10.37	Third Amendment Agreement to Lab Facilities and Services Agreement dated for reference May 19, 2010 between the Company and Natac Biotech, S.L.⁽³⁰⁾
10.38	Public Relations, Promotion and Marketing Letter Agreement dated August 12, 2010 between the Company and Mary Kratka d/b/a CityVac. ⁽³¹⁾
14.1	Code of Ethics.⁽²⁾
31.1	Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Notes:
(1)	Filed as an exhibit to our Registration Statement on Form SB-2 originally filed on January 14, 2005, as amended.
(2)	Filed as an exhibit to our Annual Report on Form 10-KSB filed on January 30, 2006.
(3)	Filed as an exhibit to our Current Report on Form 8-K filed on April 10, 2006.
(4)	Filed as an exhibit to our Current Report on Form 8-K filed on April 26, 2006.
(5)	Filed as an exhibit to our Current Report on Form 8-K filed on December 15, 2006.
(6)	Filed as an exhibit to our Annual Report on Form 10-KSB filed on January 30, 2007.
(7)	Filed as an exhibit to our Quarterly Report on Form 10-QSB filed on September 19, 2007.
(8)	Filed as an exhibit to our Current Report on Form 8-K filed on October 11, 2007.
(9)	Filed as an exhibit to our Current Report on Form 8-K filed on October 23, 2007.
(10)	Filed as an exhibit to our Current Report on Form 8-K filed on January 25, 2008.
(11)	Filed as an exhibit to our Current Report on Form 8-K filed on March 13, 2008.
(12)	Filed as an exhibit to our Quarterly Report on Form 10-QSB filed on March 21, 2008.
(13)	Filed as an exhibit to our Current Report on Form 8-K filed on April 8, 2008.
(14)	Filed as an exhibit to our Current Report on Form 8-K filed on October 7, 2008.
(15)	Filed as an exhibit to our Current Report on Form 8-K filed on October 22, 2008.
(16)	Filed as an exhibit to our Current Report on Form 8-K filed on December 2, 2008.
(17)	Filed as an exhibit to our Current Report on Form 8-K filed on December 29, 2008.
(18)	Filed as an exhibit to our Current Report on Form 8-K filed on January 27, 2009.
(19)	Filed as an exhibit to our Annual Report on Form 10-K filed on February 13, 2009.
(20)	Filed as an exhibit to our Current Report on Form 8-K filed on September 4, 2009.
(21)	Filed as an exhibit to our Current Report on Form 8-K filed on October 9, 2009.
(22)	Filed as an exhibit to our Current Report on Form 8-K filed on November 2, 2009.
(23)	Filed as an exhibit to our Current Report on Form 8-K filed on November 5, 2009.
(24)	Filed as an exhibit to our Current Report on Form 8-K filed on December 23, 2009.
(25)	Filed as an exhibit to our Current Report on Form 8-K filed on February 16, 2010.
(26)	Filed as an exhibit to our Current Report on Form 8-K filed on February 22, 2010.
(27)	Filed as an exhibit to our Quarterly Report on Form 10-Q filed on March 17, 2010.
(28)	Filed as an exhibit to our Current Report on Form 8-K filed on March 25, 2010.
(29)	Filed as an exhibit to our Current Report on Form 8-K filed on April 27, 2010.
(30)	Filed as an exhibit to our Current Report on Form 8-K filed on June 11, 2010.
(31)	Filed as an exhibit to our Quarterly Report on Form 10-Q filed on September 20, 2010.

SIGNATURES

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

			CALECO PHARMA CORP.



Date:	February 28, 2011	By:	/s/ John Boschert
			JOHN BOSCHERT
			Chief Executive Officer, President, Secretary & Treasurer
			(Principal Executive Officer)



Date:	February 28, 2011	By:	/s/ Luc Vanhal
			LUC VANHAL
			Chief Financial Officer
			(Principal Financial Officer)

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

Date:	February 28, 2011	By:	/s/ John Boschert
			JOHN BOSCHERT
			President, Secretary, Treasurer, Chief Executive Officer,
			Chief Financial Officer and Director




Date:	February 28, 2011	By:	/s/ Luc Vanhal
			LUC VANHAL
			Chief Financial Officer




Date:	February 28, 2011	By:	/s/ James Sandino
			JAMES SANDINO
			Director




Date:	February 28, 2011	By:	/s/ F. Javier Benedi Garcia
			F. JAVIER BENEDI GARCIA
			Director

Attached files

CALECO PHARMA CORP. Reports

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