Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Caduceus Software Systems Corp.

Bosco Holdings Inc.

(A Development Stage Company)

We have audited the accompanying balance sheetssheet of Bosco Holdings Inc.Caduceus Software Systems Corp. (A Development Stage Company)“Company”) as of March 31, 2009, March 31, 2008, and March 31, 20072012 and the related statements of operations, stockholders’operation, changes in shareholders’ equity (deficit) and cash flows for the yearsyear then ended March 31, 2009, March 31, 2008,2012, and March 31, 2007, and since inception onfor the period from December 13, 2006 through(inception) to March 31, 2009.2012. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conductconducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provideaudit provides 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 Bosco Holdings Inc. (A Development Stage Company)Caduceus Software Systems Corp. as of March 31, 2009, March 31, 2008, and March 31, 20072012 and the related statementsresult of its operations stockholders’ equity (deficit) and its cash flows for the yearsyear then ended March 31, 2009, March 31, 2008, and March 31, 2007, and since inception onfor the period from December 13, 2006 through(inception) to March 31, 20092012 in conformity with accounting principlesU.S. generally accepted in the United States of America.accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 12 to the financial statements, the Company has incurredCompany’s losses since inception resulting in an accumulated deficit of $57,233 as at March 31, 2009 and further losses are anticipated in the development of its business which raisesfrom operations raise substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

____________________

PLS CPA, A Professional Corp.

July 16, 2012

San Diego, CA. 92111

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Seale and Beers, CPAs

Las Vegas, Nevada

March 25, 201021

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

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

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BOSCO HOLDINGS, INCCADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes To Theto the Financial Statements

March 31, 20092012

1. NATURE AND CONTINUANCE OF OPERATIONS

Bosco Holdings, Inc. (“the Company”)The Company was incorporated under the laws of the State of Nevada, U.S. on December 13, 2006.2006 under the name Bosco Holdings Inc.  On March 1, 2011, the Company changed its name from Bosco Holdings Inc. to Caduceus Software Systems Corp.  The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, DevelopmentCodification Standard (“ASC”) 915, “Development Stage Enterprises (“SFAS No.7”)Entities”, and its efforts arewere primarily devoted marketing and distributing laminate flooring to the wholesale and retail markets throughout North America. On June 9, 2011, the Company entered into a Licensing Agreement for the exclusive license to software optimized for use in the medical industry for patient management, patient appointment scheduling, physician memorandum recording, medical symptom and ailment recording and digital image recording. The Company is now in the business of providing medical software to medical professionals.  The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.  For the period from inception, December 13, 2006 through March 31, 2009 the Company has accumulated losses of $57,233.  

2. GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  TheFor the period from inception, December 13, 2006 through March 31, 2012 the Company has incurredaccumulated losses since inception resulting in an accumulated deficit of $57,233 as at March 31, 2009 and further losses are anticipated in the development of its business raising$5,213,112. There is substantial doubt aboutas to the Company’s ability of the company to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and and/or private placement of common stock.   

2.As ofMarch 31, 2012, the Company has excess of current liabilities over its current assets by $66,458, with cash and cash equivalents representing $9,173.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Cash and Cash equivalentsEquivalents

For purposes of StatementStatements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalent.equivalents.

Use of Estimates and Assumptions

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

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CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with Statement of Financial Accounting Standards No. 52,ASC-830, “Foreign Currency Translation”Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.

Fair Value of Financial Instruments

The carrying value of cash, and accounts payable and accrued liabilities, loans from related party and loan payable approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

At March 31, 20092012, a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with SFAS No. 128,ASC-260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144 (“SFAS 144”). The Statement ASC-360, “Property, Plant and Equipment” whichrequires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. SFAS No. 144ASC-360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. During the year endedMarch 31, 2012,the Company recorded a $4,965,000 impairment expense and reduced the license agreement book value to $0 (Note 5).

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CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Research and Development

The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 2 (“SFAS 2”), “Accounting for ResearchASC-730, “Research and Development Costs”Development”. Under SFAS 2,ASC-730, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenditures of $0 for the period from December 13, 2006 (date of inception) toMarch 31, 2009.2012.  

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and related party receivables.equivalents. AtMarch 31, 2012, the Company has cash in the amount of $9,173. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company periodically reviews its trade receivables in determining its allowance for doubtful accounts. The Company does not have accounts receivable and allowance for doubtful accounts at March 31, 2009.institutions

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

The Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"),ASC-605, “Revenue Recognition,” which superseded Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB101"). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibilitycollectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibilitycollectability of those amounts.

Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has n otnot been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"), MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company's consolidated financial position and results of operations was not significant.

From the date of inception through March 31, 2009, the Company has not generated any revenue to date.

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the periodyear endedMarch 31,2009.31, 2012 and December 30, 2010. 

LiquidityStock-based Compensation

As shownThe Company records stock based compensation in accordance with the accompanying financial statements,guidance in ASC-718, “Compensation - Stock Compensation,” which requires the Company has incurred a net loss of $57,233 forto recognize expenses related to the period ended March 31, 2009. As of March 31, 2009, the Company's has excess of current liabilities over its current assets by $31,833, with cash and cash equivalents representing $12,527.

Stock-based Compensation

In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In January 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the award. SFAS No. 123R was tointrinsic value and requires instead that such transactions be effectiveaccounted for interim or annual reporting periods beginningusing a fair-value-based method. The Company recognizes the cost of all share-based awards on or after June 15, 2005, but in April 2005a graded vesting basis over the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, insteadvesting period of the next reporting period as required by SFAS No. 123R. award.

Recent accounting pronouncements

The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R,Company management has reviewed recent accounting pronouncements issued through the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption.the issuance of financial statements. In management’s opinion, except for those pronouncements detailed below, no other pronouncements apply or will have a material effect on the Company’s financial statements.

The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company adopted the modified prospective approach of SFAS No. 123R for the period beginning December 13, 2006. The Company did not record any compensation expense in the year of 2009 because there were no stock options outstanding prior to the adoption or at March 31, 2009. 

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BOSCO HOLDINGS, INCCADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes To Theto the Financial Statements

March 31, 20092012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

 In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of  premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

 In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff unders tands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity.

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BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it bef ore that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements .  The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including fina ncial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009

3.4. COMMON STOCK

The total number of common shares authorized that may be issued by the Company is 75,000,000400,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.  As of March 31, 2009 and2012, the companyCompany has issued and outstanding 26,200,000276,700,000 shares of common stock.

During the year March 31, 2007, the Company issued 26,200,000209,600,000 shares of common stock for total cash proceeds of $25,400. 

On February 21, 2008, the Company's Board of Directors authorized and declared a five-for-one forward stock split of the Company's common stock. The stock split was effected in the form of a stock dividend distribution on March 31, 2009 there were no outstanding27, 2008 to the stockholders on record on close of business February 21, 2008.  The stockholders received four additional shares of common stock options or warrants.

for each share of common stock held as of the close of business on the record date. All shares and per-share data have been restated to reflect 5:1forwardthis stock split. The Forward Stock Split was effectuated with a record date

On February 16, 2011, the Company's Board of April 7, 2008 upon filingDirectors approved an increase to the appropriate documentation with NASDAQ. The forward Stock Split was implemented taking into account ourCompany’s authorized share capital, and numberdeclared an eight-for-one forward stock split of issued and outstandingthe Company's common stock.  Effective March 1, 2011, the Company’s authorized capital increased from 75,000,000 to 400,000,000 shares of common stock.  The stock split was effected in the form of a stock dividend distribution on March 3, 2011 to the stockholders on record on close of business February 16, 2011.  The stockholders received seven additional shares of common stock for each share of common stock held as of the Record Date.  Totalclose of business on the record date. All shares and per-share data have been restated to reflect this stock split.

On June 9, 2011, the Company issued and outstanding shares66,200,000 common stock to Sygnit Corporation (“Sygnit”) pursuant to the licensing agreement (refer to Note 5).

On November 4, 2011, the Company completed a private placement of common stock increased from 5,240,000 sharespursuant to 26,200,000 shares.  The par value for our sharesRegulation S of the Securities Act of 1933 (the “Act”) and sold 900,000 units to one corporation and raised $100,000. Each unit consisted of one share of common stock remained the same at $0.001.stock; one series A warrant; and, one series B warrant. Each of our shareholders holdingseries A warrant is exercisable into one share of common stock at an exercise price of $0.15 per warrant and each series B warrant is exercisable into one share of common stock at an exercise price of $0.25 per warrant. The series A warrants are exercisable for a period of 36 months from November 4, 2011 and the series B warrants are exercisable for a period of 48 months from November 4, 2011. The transaction took place outside the United States of America and the purchaser was entitleda non-US corporation as defined in Regulation S of the Act.

Share Purchase Warrants

The continuity of share purchase warrants during the period ended March 31, 2012 is as follows:

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CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to receivethe Financial Statements

March 31, 2012

5. LICENSING AGREEMENT

On June 9, 2011, the Company entered into a Licensing Agreement with Sygnit. Pursuant to the Licensing Agreement the Company received an exclusive license to the Caduceus MMS software system developed by Sygnit as well as all peripheral documentation, source code and object code relating to this software and any of its accompanying parts. The license is for a period of 5 years, but if the Company is able to raise an aggregate of $200,000 in financing within 6 months, the license extends perpetually. As consideration for the license, the Company issued 66,200,000 shares of common stock and a director of the Company transferred an additional four63,800,000 shares of our restricted common stock.  

4. INCOME TAXES

stock to Sygnit.  The 66,200,000 shares of common stock issued to Sygnit was recorded at the closing stock price which is $0.075 per common stock for a total fair value of $4,965,000.

On June 30, 2011, the Company reviewed the fair value of licensing agreement for potential impairment.  Considering all the facts and circumstances, the Company could not forecast future cash flow with enough certainty. In accordance with US GAAP, the Company recorded a $4,965,000 impairment expense and reduced the license agreement book value to $0.

6. LOAN PAYABLE

As of March 31, 2009,2012, the Company owes an unrelated third party $15,539 (Cdn$15,500) (March 31, 2011 - $1,031).  The loan is non-interest bearing, and due on demand.

As of March 31, 2012, the Company owes $10,321 to two unrelated third parties.  The loans are non-interest bearing, and are due on demand.

7. RELATED PARTY TRANSACTIONS

As of March 31, 2011, a director of the Company had outstanding loans to the Company in the amount of $56,254.  The loan was due upon demand and unsecured.  On June 9, 2011, the director agreed to forgive the amount owing to him and the transaction has been recorded as additional paid-in capital during year ended March 31, 2012.

On January 31, 2011, the President of the Company loaned the Company $3,000.  The loan is non-interest bearing, due upon demand and unsecured.  As of March 31, 2012 the President of the Company loaned the Company another $3,008 (Cdn$3,000) and incurred expenses and consulting fees on behalf of the company for $3,448 for a total of $9,456.  The loan is non-interest bearing, due upon demand and unsecured.

As of March 31, 2011, the Company was indebted to the spouse of a former director in the amount of $1,880. The amount was subsequently paid to the related party in April 2011.

During the year ended March 31, 2012 a director of the Company loaned the Company $2,357.  The loan is non-interest bearing, due upon demand and unsecured.

During the year ended March 31, 2012, the Company incurred $6,367 (2011 - $Nil) of consulting fees to the President of the Company.

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CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2012

8. CONTINGENCY

The Company disputes charges with RBSM LLP (predecessor auditor) for the review of the Form 8-K and correspondence with the successor auditor during 2008, in amount of $3,025. The Company examined the invoices, and decided that charges for the review of the 8K and correspondence with the successor auditor are excessive.  

9. INCOME TAXES

As of  March 31, 2012, the Company had net operating loss carry forwards of  approximately $57,233$146,665 that may be available to reduce future years’ taxable income through 2029.2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

5. MARKETING AND SALES DISTRIBUTION AGREEMENT

On March 9^th, 2007 The Company entered into a Marketing and Sales Distribution Agreement with Bossco-Laminate Co., LTD to market and distribute the laminate flooring products in North America. According to this agreement , Bossco-Laminate Co., LTD  agrees  to  manufacture  the  1200x300x8  mm polish surface  and  relief  surface  laminate flooring  and fulfill Bosco's written purchase orders for Products in a timely  manner,  and in any event will use its best efforts to fill placed orders within a period  of  thirty days (30)days or less following the receipt of any written order.

6. RELATED PARTY TRANSACTIONS

On February 27, 2008 our Director had loaned the Company $10,000. The loan is non-interest bearing, due upon demand and unsecured. As of March 31, 2008 total loan amount was $10,000.10. SUBSEQUENT EVENTS

 On July 18, 2008 our Director had loaned the Company $7,500. The loan is non-interest bearing, due upon demand and unsecured.

On September 16, 2008 our Director had loaned the Company $14,000. The loan is non-interest bearing, due upon demand and unsecured.

On October 8, 2008 our Director had loaned the Company $7,500 at the interest rate of 10%. The loan due upon demand and unsecured.

As of March 31, 2009 total  loan amount was $39,000 and interest amount was $360. $31,500 of that loan is non-interest bearing and $7,500 is at the interest rate of 10%.

NOTE 7 – SUBSEQUENT EVENTS

The Company has determined that there were no subsequent events up to and including the date of the issuance of these financial statements that warrant disclosure or recognition in the financial statements.

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Item 9.Changes in and Disagreements withWith Accountants on Accounting and Financial Disclosure.Disclosure

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

None.

Item 9A(T).Controls and Procedures.

Evaluation of Disclosure9A.    Controls and Procedures

We carried out an evaluation,As required by Rule 13a-15 under the supervisionExchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2012.

Our management, with the participation of our management, including ourpresident (our principal executive officer, principal accounting officer and principal financial officer, ofofficer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended ( the “Exchange Act”).  Based upon that evaluation, our principal executive officer and principal financial officer concluded that,) as of the end of the period covered inby this report,report. Based on this evaluation, our president has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports filedwe file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported, within the required time periods specified in the SEC’s rules and isforms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer,president, as appropriate, to allow timely decisions regarding required disclosure. The reasons for this finding were the weaknesses in our internal control over financial reporting enumerated below.

Management's Report On Internal Control Over Financial Reporting

Evaluation of Disclosure Controls and Procedures

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error 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. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepare dprepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2009.2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses.

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1. As of March 31, 2009, we did not maintain effective controls over the control environment.  Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures.  This has resulted in inconsistent practices.  Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute e a material weakness.

2. As of March 31, 2009, we did not maintain effective controls over financial statement disclosure.  Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.  Accordingly, management has determined that this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2009,2012, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

Change In Internal Control Over Financial Reporting

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

Attestation Report of the Registered Public Accounting Firm

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.

Item 9B.Other Information.Information

Effective February 27, 2012, Alexander Dannikov resigned as director of our company.  Mr. Dannikov’sresignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise. 

None.Also effective February 27, 2012,we decreased the number of directors on our board of directors to two (2). Our board of directors now consists of Derrick Gidden andOswald Huggins.

PART III

Item 10.Directors, Executive Officers Promoters and Control Persons of the CompanyCorporate Governance

Directors and Executive Officers

Set forth below are the names, ages, terms of office and positionsAll directors of our executive officers and directors.

All directorscompany hold office until the next annual meeting of our shareholders andthe security holders or until their successors have been elected and qualify.  Officers servequalified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

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Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Derrick Gidden - President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Derrick Gidden is a graduate from Coventry Technical College in Telecommunication and Electronic Engineering (Oct 1978) and the University of Wolverhampton where has obtained a Post Graduate in Training Management (July 1994) and has successfully completed a wide array of other business management, training, auditing, project management and information technology programs (May 1992 – February 2010).

For more than twenty five years he has provided management consulting and business development services to a number of private, public service and voluntary companies/organizations.

Mr. Gidden’s entrepreneurship began with two business ventures, between March of 2003 and April of 2008, called Oracle Business Development Partnership (UK) Limited and The Property Investor Group (UK) Limited. While operating Oracle Business Development Partnership (UK), he provided business development consultancy services to businesses across UK, in addition to offering specific consultancy on business planning/development and raising finance. His duties also included supporting companies for sustainability, growth and competitiveness with consultancy on sales/marketing, IT, technology, manufacturing and import/export. While working for The Property Investor Group (UK) Limited, Mr. Gidden provided relevant property investments to prospective investors.

Since April of 2010, Mr. Gidden has been a director of the Poet’s Wood Management Services working in conjunction with Redrow Homes Midlands Ltd., one of the leading companies in the residential home construction sector in the United Kingdom. He is also a school governor at King Edward VI School which is one of the top selective grammar school in the United Kingdom.

Oswald Higgins – Director

Oswald Huggins has an extensive background in mechanical engineering along with high level experience as a medical engineer. From June 2008 to present, Mr. Huggins has acted as a freelance engineering consultant to KO Maintenance and GGPS Services of London, a company that specializes in the maintenance of medical equipment, where he overlooks the company’s investments in Italy.

Since December 2005, Mr. Huggins has been to working with a number of overseas brokers, financing international projects and activating new undertakings in Europe, mainly in Italy, wherein he has gained knowledge and experience on corporate structure, cash flow, administration and marketing.

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From January 2001 to June 2008, Mr. Huggins was a freelance engineering consultant to Crystal Maintenance, Eradication Services and Nelson Bakewell, which are two companies in the business of equipment maintenance and are located in the city of London.  His duties included: planned maintenance schedules, overseeing medical maintenance projects and health and safety schedules.

Mr. Huggins obtained two HND’s (Engineering diplomas in mechanical engineering) from the East Birmingham Hospital, a reputable educational hospital located in Birmingham, UK. From 1978 to 1985, Mr. Huggins furthered his training as an engineer at the pleasureNational Health Service in Lichfield, Staffordshire, UK, where he obtained the credentials of a medical/mechanical engineer.

Other Directorships

Other than as disclosed above, during the last 5 years, none of our directors held any other directorships in any company with a class of securities registered pursuant to section 12 of the BoardExchange Act or subject to the requirements of Director.  Thesection 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Conflicts of Interest

Our directors will devote suchare not obligated to commit their full time and effortattention to our business and, affairs asaccordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be necessaryappropriate for presentation to perform their responsibilities.  us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

• the corporation could financially undertake the opportunity;
• the opportunity is within the corporation’s line of business; and
• it would not be fair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

Involvement in Certain Legal Proceedings

Aside from Mr. Dannikov, there are no other persons whose activities will be materialTo the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.been convicted in a criminal proceeding or been subject to our operations at this time.  Mr. Dannikov is our only “promoter” as such term is defined under the Act.  However as finances allow, we will engage managementa pending criminal proceeding (excluding traffic violations and other personnel as required in such areas as finance, administration, sales and marketing, research and development, and overall management.minor offences);

Alexander Dannikov.  Mr. Dannikov has  acted as our  sole  director  and  officer  since  our inception on December 13, 2006. Since November 2006, Mr. Dannikov has worked as General Manager2.had any bankruptcy petition filed by or against the business or property of Irkut  Corporation,  a private company that sells building materials in Russia and abroad. From January 2005 to November 2006, Mr. Dannikov has worked for Avalon Video company as Assistant  Director wherethe person, or of any partnership, corporation or business association of which he was involved in marketing,  recruiting,  staff training,  performing  supervisory  functions, monitoring  service  quality and employee  performance.  Since August 2001,  Mr. Dannikov was initially  employed as a manager for Hoztorg,  a wholesale  company involved in  distributing  household  goods in the Irkutsk  region  where he was responsible for organizing cargo transportation,  wholesale and retail trade. He became a director of the company in June 2003.  From June 2003 to January  2005, when Mr.  Dannikov  acted as a director of Hoztorg,  his  responsibilities  were business administration, staff management, and customer relations and marketing. Mr.  Dannikov  graduated with a Bachelor of Social  Sciences  Degree in regional studies from Irkutsk State  University in June 2003.  His degree  specialization was "Administration of Territories (Siberian region)".  Mr. Dannikov devotes 30%

of his business time to our affairs. He is responsible for managing our business operations  and  overseeing  day-to-day  affairs,  including all  administrative aspects.

Board of Directors and Director Nominees

Our solegeneral partner or executive officer, and director, Alexander Dannikov, is currently the only member of our Board of Directors.  We do not have a nominating committee of the Board, since the Board as a whole selects individuals to stand for election as members.  Since the Board does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination.  The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted.  Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which the slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of the security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be providedeither at the time of submission.  The letter shouldthe bankruptcy filing or within two years prior to that time;  

3.been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be accompaniedassociated with persons engaged in any such activity;

4.been found by a résumé supportingcourt of competent jurisdiction in a civil action or by the nominee's qualificationsSEC or the Commodity Futures Trading Commission to serve onhave violated a federal or state securities or commodities law, and the Board, as well asjudgment has not been reversed, suspended, or vacated;

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