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

                                   FORM 10-KSB

                    ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2006     Commission File Number: 0-52263


                              CAVIT SCIENCES, INC.
                 (Name of Small Business Issuer in Its charter)

           Florida                                               03-0586935
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                      100 East Linton Boulevard, Suite 106B
                           Delray Beach, Florida 33483
               (Address of Principal Executive Offices) (Zip Code)

                                 (561) 278-7856
                (Issuer's Telephone Number, including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.01 Par Value

     Check  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 [ ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will 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-KSB
or any amendment to this Form 10-KSB. [X]

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

     The Issuer's  revenues for the most recent  fiscal year ended  December 31,
2006, were zero.

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates of the Registrant on April 4, 2007, based upon the average bid
and ask price of the common stock on the Over-the-  Counter  Bulletin  Board for
such date, was approximately $1,453,160

     The  number  of  shares  of  the  Registrant's   common  stock  issued  and
outstanding on March 30, 2007, was 13,294,357.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

     Transitional Small Business Disclosure Format. Yes [ ] No [X]
<PAGE>
                                TABLE OF CONTENTS

ITEMS                                                                       PAGE
-----                                                                       ----
PART I

Item 1.     Description of Business                                            1
Item 2.     Description of Property                                           14
Item 3.     Legal Proceedings                                                 14
Item 4.     Submission of Matters to a Vote of Security Holders               16

PART II

Item 5.     Market For Common Equity and Related Stockholder Matters          16

Item 6.     Management's Discussion and Analysis or Plan of Operation         18
Item 7.     Financial Statements                                              21
Item 8.     Changes In and Disagreements With Accountants on
            Accounting and Financial Disclosure                               21
Item 8A.    Controls and Procedures                                           21
Item 8A (T) Controls and Procedures                                           22
Item 8B     Other Information                                                 22

PART III

Item 9.     Directors, Executive Officers, Promoters, Control Persons and
            Corporate Governance; Compliance with Section 16(a) of the
            Exchange Act                                                      22
Item 10.    Executive Compensation                                            26
Item 11.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                   28
Item 12.    Certain Relationships and Related Transactions, and Director
            Independence                                                      29
Item 13.    Exhibits                                                          29
Item 14.    Principal Accountant Fees and Services                            31

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                              CAUTIONARY STATEMENT

     This Form 10-KSB  contains  forward-looking  statements.  These  statements
relate to future events or future  financial  performance  and involve known and
unknown risks, uncertainties and other factors that may cause the Company or its
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by the forward-looking statements.

     In some cases, you can identify  forward-looking  statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates,"  "believes,"
"estimates,"  "predicts,"  "potential,"  or the negative of these terms or other
comparable terminology. These statements are only predictions.  Actual events or
results  may  differ   materially.   Although  the  Company  believes  that  the
expectations  reflected in the  forward-looking  statements are reasonable,  the
Company cannot  guarantee  future  results,  levels of activity,  performance or
achievements.  The Company is under no duty to update any of the forward-looking
statements after the date of this Form 10-KSB to confirm its prior statements to
actual results.

     Further, this Form 10-KSB contains forward-looking  statements that involve
substantial  risks  and   uncertainties.   Such  statements   include,   without
limitation,  all statements as to expectation or belief and statements as to our
future results of operations,  the progress of any research, product development
and  clinical  programs,  the need for,  and timing of,  additional  capital and
capital expenditures,  partnering prospects,  the protection of and the need for
additional  intellectual property rights,  effects of regulations,  the need for
additional facilities and potential market  opportunities.  The Company's actual
results  may  vary  materially  from  those  contained  in such  forward-looking
statements  because of risks to which the  Company is  subject,  such as lack of
available funding, competition from third parties,  intellectual property rights
of third parties,  regulatory  constraints,  litigation and other risks to which
the Company is subject.

                                       ii
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

OVERVIEW

     On April  12,  2006,  we were  incorporated  under the laws of the State of
Florida  and  became a  subsidiary  of Hard to Treat  Diseases,  Inc.  ("Hard to
Treat").  We chose the name Cavit Sciences,  Inc. based on "Cavit" as an acronym
for cancer and viral infection treatment.  Cavit Sciences, Inc. will be referred
to herein as "Cavit" and/or as "Company."

     We are a biotechnology  company engaged in developing  treatments of cancer
and viral infections.  Our strategy is to develop and commercialize intellectual
property rights to treat, prevent and inhibit several major diseases,  including
cancers,  viral  infections  and  diseases  associated  with  cancers  and viral
infections.

     We currently own three patent applications and intend to acquire additional
ones. One of our applications is a U.S. utility patent  application  relating to
compositions  and methods for  inhibition of viral  infections  and  therapeutic
treatment  of  diseases  or  disorders  caused by viral  infections.  Our second
application is a Patent  Cooperation  Treaty or PCT utility  patent  application
relating to  compositions  and methods for  inhibition of viral  infections  and
therapeutic  treatment of diseases or disorders caused by viral infections.  Our
third  application  is  a  U.S.   provisional  patent  application  relating  to
compositions and methods for inhibition of cancers and therapeutic  treatment of
diseases or disorders caused by cancers.

     During 2006,  we were assigned a portion of the patent  application  rights
entitled,  Methods  and  Compositions  of  Treatment  of Viral  Infections"  for
$30,000.

     We acquired these intellectual  property rights from Hard to Treat Diseases
on May 31, 2006 in exchange for 8,475,000  shares of our common stock. We valued
these  intellectual  property  rights and related  costs at $145,459.  See "Risk
Factors -- We did not have an  independent  third party  appraise the intangible
assets acquired from Hard to Treat, so there is no guarantee that our intangible
assets are worth $86,997."

     Cancers and viral  infections  destroy the lives of millions of people each
year. Drug companies are spending millions of dollars on research and testing in
order to bring new drugs to market.  Current treatments are normally  expensive,
painful and do not always promote better health.

     Two of our  patent  applications  are the  result  of  testing  on two drug
candidates.  The two substances listed in our  applications,  Tubercin (T-5) and
Specific Substance of Maruyama ("SSM"), were acquired for testing. The rights to
the  composition,  Tubercin  (T-5),  are owned by Dr. Chung of South Korea,  the
inventor and patent holder.  Dr. Chung has licensed the rights to Tubercin (T-5)
for the use in medical care of cancer to a third party.  SSM was  developed  and
advanced by Zeria  Pharmaceutical  Co., Ltd. of Japan. This drug was also called
Z-100 for  clinical  trials and is  currently  trade  named  Ancer 20.  Zeria is

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<PAGE>
currently  using Ancer 20 injections for  radiotherapy-induced  leukopenia.  The
composition  patent for this drug has been abandoned and is no longer  protected
by patent.

     Tubercin  (T-5) has been used in South  Korea for years as a  treatment  of
cancer. SSM has been used in Japan for years as a treatment of certain diseases.
Both substances are extracts from mycrobacterium tuberculosis and have been used
successfully and are relatively inexpensive.

     In addition to the  treatment  of cancer and viral  infections,  our patent
applications  claim  the  treatment  of  numerous  additional  diseases.   These
substances  act to increase  the  strength of the immune  system by warding off,
inhibiting and treating diseases.

     In addition,  Cavit acquired a food  supplement  line during February 2007.
The core products in Cavit's  supplement  line were  formulated  and designed to
enhance and  improve  the  prostate,  maintain  and  support the  cardiovascular
system,  and beneficially  effect arthritis and  osteoporosis.  Superior results
have been attained by individuals with the use of Cavit's products. These proven
results are due to the research and testing of the most effective  formulas with
nutrients that support and  supplement  each other at the optimum dosage of each
ingredient. Cavit intends to manufacture, market, distribute and commercialize a
range of supplements to act as powerful  antioxidants and immune enhancers which
have been  formulated  and  designed  to provide  beneficial  effects  upon many
serious diseases.

     Cavit has secured the required  facilities for its  laboratories,  research
and development,  warehouse and corporate  offices.  The facilities will provide
ample  room  for  the  development  of the  food  supplement  line.  The  plants
laboratories  will be used for  ongoing  research  and  development  of existing
products  and  products  being  developed  with  innovation  as our  trend.  The
facilities will also accommodate  Cavit's plant  equipment,  staff and relocated
corporate headquarters and allow for future expansion.

     The food  supplement  line is an  ideal  match  with  our drug  development
process.  In addition to creating a full range biotech  company,  the supplement
line should create a steady stream of cash flow to support the commercialization
of our drugs.

HISTORY OF INTELLECTUAL PROPERTY RIGHTS

     During 2004,  Hard to Treat began to  internally  develop the  intellectual
property  rights  that were  acquired by Cavit on May 31,  2006,  as part of the
operations of Hard to Treat's biotechnology division.

     During 2004, Hard to Treat conducted the research and development  that was
the  foundation  for the  first  patent  application  filed  by Hard to Treat in
December  2004. As a result of  additional  research and  development  conducted
during 2005, Hard to Treat filed two additional patent  applications in December
2005. Cavit was  incorporated on April 12, 2006 and acquired these  intellectual
property rights from Hard to Treat on May 31, 2006. In July 2006, Cavit acquired
all other outstanding rights to these intellectual  property rights from a third
party.

                                       2
<PAGE>
LICENSES, PATENTS AND PROPRIETARY RIGHTS

     We believe that proprietary protection of our technologies will be critical
to the  development  of our  business.  We intend  to  protect  our  proprietary
intellectual  property through patents and other appropriate means. We rely upon
trade  secret  protection  for certain  types of  confidential  and  proprietary
information and take active measures to control access to that  information.  We
currently  have  non-disclosure   agreements  with  all  of  our  employees  and
consultants.

RESEARCH COLLABORATIONS

     We anticipate entering into collaborative research agreements with academic
and research institutions.  We will use these agreements to enhance our research
capabilities.  In our industry,  these agreements typically provide the industry
partner with rights to license the  intellectual  property  created  through the
collaboration.  We may also enter into  collaborative  research  agreements with
other  pharmaceutical  companies  if necessary  to support the  development  and
commercialization of our technology.

COMMERCIALIZATION THROUGH THIRD PARTIES

     We may grant  sublicenses  for certain  applications  of our  technologies.
Sublicensing  certain rights in our technology to  pharmaceutical  companies and
other third  parties help us to  efficiently  develop some  applications  of our
technologies.

COMPETITION

     The  development of  therapeutic  cancer and viral  infection  products for
human disease is intensely competitive. Major pharmaceutical companies currently
offer a number of pharmaceutical products to treat cancers,  infectious diseases
and  other  diseases  for  which  our  technologies  may  be  applicable.   Many
pharmaceutical  and  biotechnology  companies  are  investigating  new drugs and
therapeutic  approaches  for the same  purposes,  which may achieve new efficacy
profiles,  extend the therapeutic window for these products, alter the prognosis
of these diseases or prevent their onset.  We believe our products,  when and if
successfully  developed,  will  compete  with  these  products  on the  basis of
improved and extended  efficacy and safety and their overall economic benefit to
the health care system.  We expect  intense  competition.  Our most  significant
competitors  will be fully integrated  pharmaceutical  companies and established
biotechnology companies.  Smaller companies may also be significant competitors,
particularly  through  collaborative  arrangements with large  pharmaceutical or
biotechnology  companies.  Many of our competitors have significant  products in
development that could compete with our potential  products.  Practically all of
our competitors have more money and expertise than we have.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS

     The Company's  common stock is registered  pursuant to Section 12(g) of the
Securities  Exchange Act of 1934 ("1934 Act"). As a result of such registration,
the Company is subject to  Regulation  14A of the "1934  Act,"  which  regulates
proxy  solicitations.  Section  14(a)  requires all  companies  with  securities

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<PAGE>
registered  pursuant  to  Section  12(g)  thereof  to comply  with the rules and
regulations  of  the  Securities  and  Exchange   Commission   regarding   proxy
solicitations,  as outlined in Regulation 14A. Matters submitted to stockholders
of the Company at a special or annual  meeting  thereof or pursuant to a written
consent  will  require  the  Company  to  provide  its  stockholders   with  the
information  outlined in  Schedules  14A or 14C of  Regulation  14;  preliminary
copies of this  information must be submitted to the Commission at least 10 days
prior to the date that  definitive  copies of this  information are forwarded to
stockholders.

     The  Company is also  required  to file  annual  reports on Form 10-KSB and
quarterly reports on Form 10-QSB with the Securities and Exchange  Commission on
a regular  basis,  and will be required to disclose  certain  events in a timely
manner (e.g.  changes in corporate  control;  acquisitions  or dispositions of a
significant amount of assets other than in the ordinary course of business) in a
Current Report on Form 8-K.

     Our research and development  activities and the future  manufacturing  and
marketing of our potential  products are, and will be, subject to regulation for
safety and efficacy by a number of governmental authorities in the United States
and other countries.

     In the United States,  pharmaceuticals,  biological and medical devices are
subject to Food and Drug Administration  regulation.  The Federal Food, Drug and
Cosmetic  Act, as amended,  and the Public Health  Service Act, as amended,  the
regulations  promulgated  thereunder,  and other Federal and state  statutes and
regulations  govern,  among other  things,  the  testing,  manufacture,  safety,
efficacy,  labeling,  storage,  export,  record  keeping,  approval,  marketing,
advertising  and promotion of our potential  products.  Product  development and
approval  within this  regulatory  framework take several  years,  cost a lot of
money and involve significant uncertainty.

     We are also subject to regulations under the Occupational Safety and Health
Act, the  Environmental  Protection  Act, the Toxic  Substances  Control Act and
other  present  and  potential   future  foreign,   Federal,   state  and  local
regulations.

EMPLOYEES

     As of March 30, 2007, we had one full time employee,  Mr. Colm King, who is
our President and Chief  Executive  Officer.  We believe that our relations with
our employee are good. Our employee is not  represented by a union or covered by
a collective bargaining agreement. We believe Mr. King is best suited to oversee
the  operations  of Company  during the next several  months due to his intimate
knowledge of our biotechnology  business.  While serving as president of Hard to
Treat,  Mr.  King was  involved in the  testing of our  products  and the patent
application process for our two applications.  Since November 1, 2006, Mr. Julio
De Leon has served as the Company's  Chief  Financial  Officer on an independent
contractor  basis.  We will  actively  recruit  and hire a new  chief  operating
officer and  additional  technical  employees  when funds become  available.  We
intend  to fill  these  posts  with  individuals  having  pharmaceutical  and/or
biotechnology experience and expertise.

                                       4
<PAGE>
RISK FACTORS

     An  investment  in our  common  stock  involves  a  high  degree  of  risk.
Prospective  investors should carefully  consider the following risk factors and
the other  information  in this Annual  Report  before  investing  in our common
stock.  Our business and results of operations  could be seriously harmed by any
of the following risks.

RISKS RELATED TO OUR BUSINESS

OUR  INDEPENDENT  AUDITOR  HAS RAISED  DOUBT  ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

     The Independent  Auditor's Report to our audited  financial  statements for
the period ended December 31, 2006, included in this Form 10-KSB, indicates that
there are a number of factors that raise  substantial doubt about our ability to
continue as a going  concern.  Such doubts  identified in the report include the
fact that we currently have no source of revenue and we need to obtain  adequate
financing.  If we are not able to continue as a going concern, it is likely that
investors will lose all or a part of their investment.

WE ARE SERIOUSLY UNDERCAPITALIZED AND HAVE LIMITED LIQUIDITY.

     Historically,  Cavit has financed its operations primarily from the sale of
its equity securities.  As of December 31, 2006, Cavit had cash of approximately
$ 34,000.  Our current burn rate is  approximately  $10,000 per month  excluding
capital expenditures.  As a result of expected financing, Cavit believes that it
has sufficient  working capital to fund  operations  through the end of calendar
2007.  Thereafter,  Cavit  will  need to raise  additional  capital  to fund its
working  capital  needs.  Cavit  does  not have any  material  commitments  from
investors or any credit facilities available with financial  institutions or any
other third  parties.  Therefore,  it is expected  that Cavit will need to enter
into agreements with investors or engage in best efforts sales of its securities
to  raise  needed  working  capital.  There  is no  assurance  that  we  will be
successful  in any  funding  effort.  The  failure  to  raise  such  funds  will
necessitate  the  curtailment  of  operations  and  delay  of the  start  of any
additional testing.

 WE DO NOT HAVE AN INDEPENDENT AUDIT OR COMPENSATION COMMITTEE.

     Our audit and  compensation  committees are made up of members of our board
of directors and are, therefore,  not considered independent.  The absence of an
independent audit and compensation committee could lead to conflicts of interest
between committee members and our officers and directors,  which could work as a
detriment to our shareholders.

WE ARE A DEVELOPMENT STAGE COMPANY AND WE HAVE NO SIGNIFICANT OPERATING HISTORY.

     We are a development stage company that has not had prior  operations.  See
"Management's  Plan  of  Operations  -  Patent   Acquisition   Information"  and
"Description of Business - History of Intellectual  Property  Rights" for a more
detailed discussion of prior operations. Our plans and businesses are "proposed"
and  "intended,"  but we may not be able to  successfully  implement  them.  Our
primary  business  purpose is to  collaborate  with and market our  intellectual
property rights to major drug  companies.  As of the date of this annual report,

                                       5
<PAGE>
we have three patent  applications,  two of which include testing results of two
drug candidates: Tubercin (T-5) and Specific Substance of Maruyama. However, the
FDA has not approved  either drug for sale in the United States and neither drug
has been  approved for sale by any foreign  country.  In  addition,  we have not
earned revenues and have incurred losses since our  incorporation in April 2006.
We currently lack sufficient capital to generate revenue or operate our business
in a profitable  manner.  As a  development  stage  company,  our  prospects are
subject to all of the risks, expenses, and uncertainties  frequently encountered
by companies in the drug development and pharmaceutical  business.  In addition,
we are subject to all of the risks,  uncertainties,  expenses, delays, problems,
and difficulties  typically  encountered in the establishment of a new business.
We expect that unanticipated expenses, problems, and technical difficulties will
occur and that they will result in  material  delays in the  development  of our
products. We may not obtain sufficient capital or achieve a significant level of
operations  and, even if we do, we may not be able to conduct such operations on
a profitable basis.

AN INDIVIDUAL WHO HAS A RIGHT TO OWNERSHIP OF A SUBSTANTIAL  NUMBER OF SHARES OF
HARD TO TREAT  COMMON  STOCK,  BUT WHO WAS NOT A HOLDER OF RECORD OF ANY HARD TO
TREAT  SHARES  ON JUNE 13,  2006 (THE  RECORD  DATE FOR THE  RECENTLY  COMPLETED
SPIN-OFF  OF OUR SHARES TO HOLDERS  OF HARD TO TREAT  COMMON  STOCK) MAY SEEK TO
HAVE  3,500,000  SHARES OF CAVIT  COMMON  STOCK ISSUED TO HIM, IN WHICH CASE THE
SHAREHOLDERS OF CAVIT COULD BE SUBSTANTIALLY DILUTED.

     In July 2005,  a Florida  judge ruled in favor of an  individual  declaring
that the individual was the lawful owner of 350,000,000  shares of Hard to Treat
common stock  "should he choose to exercise  his right of  ownership  over these
shares."  Since  July  2005,  this  individual  had not  exercised  any right of
ownership  over  these  shares  and was not a holder  of record of Hard to Treat
common  stock  on June 13,  2006  (the  record  date of the  recently  completed
spin-off of our shares to holders of Hard to Treat common stock).  Therefore, he
did not  participate in the stock dividend that was the subject of the spin-off.
The same judge  entered a money  judgment in favor of Hard to Treat against this
individual for over  $200,000,  which amount plus interest would have to be paid
to Hard to Treat in order  for the  shares to be  issued  to him.  Although  the
amount of the money  judgment will likely deter this  individual  from demanding
his shares, if he were to demand his shares and pay the money judgment and if he
could  prove  his  entitlement  to  participate  in the  stock  dividend  in the
spin-off,  Cavit would have to issue him  3,500,000  shares of our common stock,
which would  substantially  dilute our shareholders.  Hard to Treat has appealed
this case. See "Description of Business --Legal Proceedings" for a more detailed
discussion of this litigation

IF WE DO NOT  SUCCESSFULLY  COMMERCIALIZE  OUR  PRODUCTS,  WE MAY NEVER  ACHIEVE
PROFITABILITY.

     We  have  never  commercially   introduced  a  product.  Our  research  and
development  programs  are at an early  stage.  Potential  drug  candidates  are
subject to inherent risks of failure. These risks include the possibilities that
no drug candidate will be found safe or effective,  meet  applicable  regulatory
standards or receive necessary  regulatory  clearances.  Even safe and effective
drug candidates may never be developed into commercially successful drugs. If we
are unable to develop  safe,  commercially  viable  drugs,  we may never achieve
profitability and if we become profitable, we may not remain profitable.

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AS A RESULT OF OUR INTENSELY COMPETITIVE INDUSTRY, WE MAY NOT GAIN ENOUGH MARKET
SHARES TO BE PROFITABLE.

     The biotechnology and pharmaceutical  industries are intensely competitive.
We have numerous competitors in the United States and elsewhere.  Because we are
pursuing potentially large markets, our competitors include major, multinational
pharmaceutical  and  chemical  companies,   specialized   biotechnology   firms,
universities and other research institutions.  Several of these competitors have
already successfully marketed and commercialized products that will compete with
our products, assuming that our products gain regulatory approval.

     Most of our competitors have greater financial  resources,  larger research
and  development   staffs  and  more  effective   marketing  and   manufacturing
organizations than we do. In addition, academic and government institutions have
become  increasingly  aware of the commercial value of their research  findings.
These  institutions  are now more  likely  to  enter  into  exclusive  licensing
agreements with commercial  enterprises,  including our competitors,  to develop
and market commercial products.

     Our  competitors  may succeed in developing or licensing  technologies  and
drugs that are more  effective  or less costly than any we are  developing.  Our
competitors may succeed in obtaining FDA or other regulatory  approvals for drug
candidates before we do. If competing drug candidates prove to be more effective
or less costly than our drug candidates,  our drug candidates,  even if approved
for sale, may not be able to compete successfully with our competitors' existing
products  or  new  products  we  may  develop.  If  we  are  unable  to  compete
successfully,  we will not be able to sell enough products at a price sufficient
to permit us to generate profits.

EXISTING  PRICING  REGULATIONS  AND  REIMBURSEMENT  LIMITATIONS  MAY  REDUCE OUR
POTENTIAL PROFITS FROM THE SALE OF OUR PRODUCTS.

     The requirements  governing  product  licensing,  pricing and reimbursement
vary widely from country to country. Some countries require approval of the sale
price of a drug before it can be marketed. In many countries, the pricing review
period begins after  product-licensing  approval is granted. As a result, we may
obtain  regulatory  approval for a drug candidate in a particular  country,  but
then be subject to price  regulations  that reduce our profits  from the sale of
the product. In some foreign markets, pricing of prescription pharmaceuticals is
subject to continuing  government control even after initial marketing approval.
In  addition,   certain  governments  may  grant  third  parties  a  license  to
manufacture  our  product  without  our  permission.  Such  compulsory  licenses
typically  would be on terms  that are less  favorable  to us and would have the
effect of reducing our revenues.

     Varying price regulation between countries can lead to inconsistent  prices
and some re-selling by third parties of products from markets where products are
sold at lower prices to markets where those  products are sold at higher prices.
This practice of exploiting price differences  between countries could undermine
our sales in  markets  with  higher  prices  and  reduce the sales of our future
products,  if any. The decline in the size of the markets in which we may in the
future sell  commercial  products could cause the perceived  market value of our
business  and  the  price  of our  common  stock  to  decline.  Our  ability  to
commercialize  our products  successfully also will depend in part on the extent
to which  reimbursement for the cost of our products and related treatments will
be available from government health administration  authorities,  private health
insurers  and  other   organizations.   Third-party   payers  are   increasingly
challenging the prices charged for medical products and services.  If we succeed
in bringing any of our potential  products to the market,  such products may not
be  considered  cost  effective  and  reimbursement  may  not  be  available  or
sufficient  to allow us to sell such  products on a  profitable  or  competitive
basis.

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OUR ABILITY TO ACHIEVE  ANY  SIGNIFICANT  REVENUE  WILL DEPEND ON OUR ABILITY TO
ESTABLISH EFFECTIVE SALES AND MARKETING CAPABILITIES.

     Our efforts to date have focused on the  development  and evaluation of our
drug   candidates.   As  we   conduct   clinical   studies   and   prepare   for
commercialization  of our drug  candidates,  we may  need to  build a sales  and
marketing  infrastructure.  As a company, we have no experience in the sales and
marketing  of  pharmaceutical  products.  If we fail to  establish a  sufficient
marketing  and  sales  force  or to make  alternative  arrangements  to have our
products  marketed and sold by others on  attractive  terms,  it will impair our
ability  to  commercialize  our drug  candidates  and to enter  new or  existing
markets.  Our inability to effectively  enter these markets would materially and
adversely affect our ability to generate significant revenues.

WE DEPEND HEAVILY ON MANAGEMENT TEAM AND CONSULTANTS.

     Our business  strategy and success is dependent on the skills and knowledge
of our management  team.  Our operations  will also be dependent on the efforts,
ability and experience of key members of our  prospective  management  staff. We
also operate with a small number of advisors  and  consultants  and,  therefore,
have little backup capability for their activities.  The loss of services of one
or  more  members  of our  management  team  or the  loss  of one or more of our
advisors could weaken  significantly our management expertise and our ability to
efficiently run our business. We do not maintain key man life insurance policies
on any of our officers,  although we intend to obtain such insurance policies in
the future.

WE MAY  FACE  PRODUCT  LIABILITY  CLAIMS  RELATED  TO THE USE OR  MISUSE  OF OUR
PRODUCTS, WHICH MAY CAUSE US TO INCUR SIGNIFICANT LOSSES.

     We  may  be  exposed  to  the  risk  of  product  liability  claims  due to
administration  of our drug candidates in our clinical trials,  since the use or
misuse of our drug candidates during a clinical trial could  potentially  result
in injury or death. If we are able to commercialize  our products,  we will also
be subject to the risk of losses in the future due to product  liability  claims
in the event that the use or misuse of our commercial products results in injury
or death.  We  currently do not maintain  liability  insurance.  In the event we
choose to purchase liability  insurance,  we cannot predict the magnitude or the
number of claims that may be brought against us in the future.  Accordingly,  we
do not know what coverage  limits would be adequate.  In addition,  insurance is
expensive,  difficult  to  obtain  and may not be  available  in the  future  on
acceptable  terms or at all. Any claims  against us,  regardless of their merit,
could substantially increase our costs and cause us to incur significant losses.

THE  MARKETABILITY  AND  PROFITABILITY  OF OUR  PRODUCTS  IS  SUBJECT TO UNKNOWN
ECONOMIC CONDITIONS.

     The  marketability  and  profitability  of our  products  may be  adversely
affected by local,  regional,  national and  international  economic  conditions
beyond our control and/or the control of our management.  Favorable  changes may
not necessarily enhance the marketability or profitability of the products. Even
under the most favorable  marketing  conditions,  there is no guarantee that our
products  can be sold or, if sold,  that  such sale will be made upon  favorable
prices and terms.

                                       8
<PAGE>
RISKS RELATED TO OUR INTELLECTUAL PROPERTY

IF WE FAIL TO PROTECT OUR PROPRIETARY TECHNOLOGY,  THEN OUR COMPETITIVE POSITION
WILL BE IMPAIRED.

     We have  obtained  and are in the process of  obtaining  United  States and
foreign patent applications for our products. Our success will depend in part on
our ability to obtain additional United States and foreign patent protection for
our drug  candidates  and  processes,  preserve  our trade  secrets  and operate
without  infringing  the  proprietary  rights of others.  We place  considerable
importance on obtaining  patent  protection for  significant  new  technologies,
products  and  processes.  Legal  standards  relating to the validity of patents
covering  pharmaceutical  and  biotechnology  inventions and the scope of claims
made under such patents are still developing.  In some of the countries in which
we intend to market our products,  pharmaceuticals  are either not patentable or
have only recently become patentable.  Past enforcement of intellectual property
rights in many of these  countries  has been  limited  or  non-existent.  Future
enforcement  of patents and  proprietary  rights in many other  countries may be
problematic or unpredictable.  Moreover, the issuance of a patent in one country
does not assure the  issuance  of a similar  patent in  another  country.  Claim
interpretation and infringement laws vary by nation, so the extent of any patent
protection  is uncertain and may vary in different  jurisdictions.  Our domestic
patent position is also highly  uncertain and involves complex legal and factual
questions.  The  applicant  or  inventors  of subject  matter  covered by patent
applications or patents owned by us may not have been the first to invent or the
first to file patent  applications  for such  inventions.  Due to  uncertainties
regarding patent law and the circumstances  surrounding our patent applications,
the pending or future patent  applications we own may not result in the issuance
of any  patents.  Existing  or  future  patents  owned by us may be  challenged,
infringed  upon,  invalidated,  found to be  unenforceable  or  circumvented  by
others. Further, any rights we may have under any issued patents may not provide
us with sufficient  protection against  competitive  products or otherwise cover
commercially valuable products or processes.

LITIGATION OR OTHER DISPUTES  REGARDING PATENTS AND OTHER PROPRIETARY RIGHTS MAY
BE EXPENSIVE,  CAUSE DELAYS IN BRINGING  PRODUCTS TO MARKET AND HARM OUR ABILITY
TO OPERATE.

     The manufacture, use, marketing or sale of our drug candidates may infringe
on the patent rights of others.  If we are unable to avoid  infringement  of the
patent  rights  of  others,  we may be  required  to seek a  license,  defend an
infringement  action or challenge  the validity of the patents in court.  Patent
litigation is costly and time consuming. We may not have sufficient resources to
bring these actions to a successful conclusion. In addition, if we do not obtain
a license, develop or obtain non-infringing  technology, or fail to successfully
defend an  infringement  action or have the  patents we are  alleged to infringe
declared invalid, we may:

     *    incur substantial money damages;
     *    encounter  significant  delays  in  bringing  our drug  candidates  to
          market;
     *    be precluded from participating in the manufacture, use or sale of our
          drug  candidates  or  methods of  treatment  without  first  obtaining
          licenses to do so; and/or
     *    not be able to obtain any required  license on favorable  terms, if at
          all.

     In addition,  if another  party  claims the same subject  matter or subject
matter  overlapping  with the subject  matter  that we have  claimed in a United
States patent application or patent, we may decide or be required to participate
in interference  proceedings in the United States Patent and Trademark Office in

                                        9
<PAGE>
order to  determine  the  priority of  invention.  Loss of such an  interference
proceeding would deprive us of patent protection  sought or previously  obtained
and could prevent us from  commercializing  our products.  Participation in such
proceedings  could  result in  substantial  costs,  whether or not the  eventual
outcome  is  favorable.  These  additional  costs  could  adversely  affect  our
financial results.

CONFIDENTIALITY  AGREEMENTS WITH EMPLOYEES AND OTHERS MAY NOT ADEQUATELY PREVENT
DISCLOSURE OF TRADE SECRETS AND OTHER PROPRIETARY INFORMATION.

     In order to protect our proprietary technology and processes,  we also rely
in part on confidentiality agreements with our employees,  consultants,  outside
scientific  collaborators  and sponsored  researchers and other advisors.  These
agreements may not effectively  prevent  disclosure of confidential  information
and may not provide an adequate remedy in the event of  unauthorized  disclosure
of confidential  information.  In addition,  others may  independently  discover
trade secrets and proprietary information.  Costly and time-consuming litigation
could be necessary to enforce and determine the scope of our proprietary  rights
and failure to obtain or maintain trade secret protection could adversely affect
our competitive business position.

RISKS RELATED TO OUR INDUSTRY

WE MUST OBTAIN  GOVERNMENT  REGULATORY  APPROVAL FOR OUR PRODUCTS  BEFORE WE CAN
SELL THEM AND GENERATE REVENUES.

     Our principal  development  efforts are currently  centered around research
and development of drugs for treatment of cancer and viral infections.  However,
all drug candidates require FDA and foreign government approvals before they can
be commercialized in the U.S. or in foreign countries.  These regulations change
from  time to  time  and  new  regulations  may be  adopted.  None  of our  drug
candidates  has been approved for  commercial  sale.  We will incur  significant
operating  losses  over  the next few  years  as we fund  development,  clinical
testing and other  expenses  while seeking  regulatory  approval.  While limited
clinical trials of our drug candidates have been conducted to date,  significant
additional  trials are required and we may not be able to demonstrate that these
drug  candidates  are safe or  effective.  If we are unable to  demonstrate  the
safety and  effectiveness  of a particular drug candidate to the satisfaction of
regulatory  authorities,  the drug candidate will not obtain required government
approval.  If we do not receive FDA or foreign  approvals for our drug products,
we will not be able to sell our drug products and will not generate revenues. If
we receive  regulatory  approval of a drug  product,  such  approval  may impose
limitations  on the  indicated  uses for which we may market  the drug,  further
limiting our ability to generate significant revenues.

AS A RESULT OF OUR INTENSELY COMPETITIVE INDUSTRY, WE MAY NOT GAIN ENOUGH MARKET
SHARES TO BE PROFITABLE.

     The biotechnology and pharmaceutical  industries are intensely competitive.
We have numerous competitors in the United States and elsewhere.  Because we are
pursuing potentially large markets, our competitors include major, multinational
pharmaceutical  and  chemical  companies,   specialized   biotechnology   firms,
universities and other research institutions.  Several of these competitors have
already successfully marketed and commercialized products that will compete with
our products, assuming that our products gain regulatory approval.

     Most of our competitors have greater financial  resources,  larger research
and  development   staffs  and  more  effective   marketing  and   manufacturing
organizations than we do. In addition, academic and government institutions have
become  increasingly  aware of the commercial value of their research  findings.
These  institutions  are now more  likely  to  enter  into  exclusive  licensing
agreements with commercial  enterprises,  including our competitors,  to develop
and market commercial products.

                                       10
<PAGE>
     Our  competitors  may succeed in developing or licensing  technologies  and
drugs that are more  effective  or less costly than any we are  developing.  Our
competitors may succeed in obtaining FDA or other regulatory  approvals for drug
candidates before we do. If competing drug candidates prove to be more effective
or less costly than our drug candidates,  our drug candidates,  even if approved
for sale, may not be able to compete successfully with our competitors' existing
products  or  new  products  we  may  develop.  If  we  are  unable  to  compete
successfully,  we will not be able to sell enough products at a price sufficient
to permit us to generate profits.

EXISTING  PRICING  REGULATIONS  AND  REIMBURSEMENT  LIMITATIONS  MAY  REDUCE OUR
POTENTIAL PROFITS FROM THE SALE OF OUR PRODUCTS.

     The requirements  governing  product  licensing,  pricing and reimbursement
vary widely from country to country. Some countries require approval of the sale
price of a drug before it can be marketed. In many countries, the pricing review
period begins after  product-licensing  approval is granted. As a result, we may
obtain  regulatory  approval for a drug candidate in a particular  country,  but
then be subject to price  regulations  that reduce our profits  from the sale of
the product. In some foreign markets, pricing of prescription pharmaceuticals is
subject to continuing  government control even after initial marketing approval.
In  addition,   certain  governments  may  grant  third  parties  a  license  to
manufacture  our  product  without  our  permission.  Such  compulsory  licenses
typically  would be on terms  that are less  favorable  to us and would have the
effect of reducing our revenues.

     Varying price regulation between countries can lead to inconsistent  prices
and some re-selling by third parties of products from markets where products are
sold at lower prices to markets where those  products are sold at higher prices.
This practice of exploiting price differences  between countries could undermine
our sales in  markets  with  higher  prices  and  reduce the sales of our future
products,  if any. The decline in the size of the markets in which we may in the
future sell  commercial  products could cause the perceived  market value of our
business  and  the  price  of our  common  stock  to  decline.  Our  ability  to
commercialize  our products  successfully also will depend in part on the extent
to which  reimbursement for the cost of our products and related treatments will
be available from government health administration  authorities,  private health
insurers  and  other   organizations.   Third-party   payers  are   increasingly
challenging the prices charged for medical products and services.  If we succeed
in bringing any of our potential  products to the market,  such products may not
be  considered  cost  effective  and  reimbursement  may  not  be  available  or
sufficient  to allow us to sell such  products on a  profitable  or  competitive
basis.

OUR PRODUCTS IN DEVELOPMENT  WILL BE SUBJECT TO  REIMBURSEMENT  FROM  GOVERNMENT
AGENCIES  AND OTHER THIRD  PARTIES.  PHARMACEUTICAL  PRICING  AND  REIMBURSEMENT
PRESSURES MAY REDUCE PROFITABILITY.

     Successful  commercialization  of our  products  depends,  in part,  on the
availability of governmental and third party payer reimbursement for the cost of
such  products  and  related   treatments.   Government  health   administration
authorities,  private health insurers and other organizations  generally provide
reimbursement.  Government  authorities and third-party payers  increasingly are
challenging  the  price of  medical  products  and  services,  particularly  for
innovative new products and therapies.  This has resulted in lower average sales
prices.  Our  business  may be  adversely  affected  by an  increase  in U.S. or
international  pricing  pressures.  These  pressures  can arise  from  rules and
practices of managed care groups,  judicial  decisions and governmental laws and
regulations related to Medicare, Medicaid and health care reform, pharmaceutical

                                       11
<PAGE>
reimbursement  and pricing in general.  New legislation has been proposed at the
federal and state levels that would effect major changes in the U.S. health care
system,  either nationally or at the state level.  These proposals have included
prescription drug benefit proposals for Medicare  beneficiaries  recently passed
by  Congress.   Additionally,  some  states  have  enacted  health  care  reform
legislation. Further federal and state developments are possible. Our results of
operations could be adversely affected by future health care reforms. In Europe,
the  success  of  our  products  will  also  depend  largely  on  obtaining  and
maintaining  government   reimbursement  because  in  many  European  countries,
including  the United  Kingdom and France,  patients  are  reluctant  to pay for
prescription  drugs out of their own pocket.  We also expect that the success of
our products in development,  particularly in Europe, will depend on the ability
to obtain  reimbursement.  Even if  reimbursement  is  available,  reimbursement
policies may  adversely  affect our ability to sell our products on a profitable
basis.

     Delays in the conduct or completion of our preclinical or clinical  studies
or the analysis of the data from our preclinical or clinical  studies may result
in delays in our planned  filings for regulatory  approvals or adversely  affect
our ability to enter into collaborative arrangements.

     *    We may encounter problems with some or all of our completed or ongoing
          studies  that  may  cause  us or  regulatory  authorities  to delay or
          suspend  our  ongoing  studies or delay the  analysis of data from our
          completed or ongoing studies.
     *    We rely,  in part,  on third  parties  to  assist us in  managing  and
          monitoring our preclinical and clinical studies. Our reliance on these
          third  parties  may  result in  delays in  completing  or  failure  to
          complete studies if third parties fail to perform their obligations to
          us.

RESULTS  OF  CLINICAL  TRIALS  ARE  UNCERTAIN  AND  MAY  NOT  SUPPORT  CONTINUED
DEVELOPMENT OF A PRODUCT  PIPELINE,  WHICH WOULD ADVERSELY  AFFECT OUR PROSPECTS
FOR FUTURE REVENUE GROWTH.

     We are required to demonstrate the safety and  effectiveness of products we
develop in each intended use through extensive  preclinical studies and clinical
trials.  The results from  preclinical and early clinical  studies do not always
accurately  predict  results  in  later,   large-scale   clinical  trials.  Even
successfully  completed large-scale clinical trials may not result in marketable
products.  A number of  companies  in our  industry  have  suffered  setbacks in
advanced  clinical trials despite promising results in earlier trials. If any of
our  products  under  development  fail to achieve  their  primary  endpoint  in
clinical  trials  or if  safety  issues  arise,  commercialization  of that drug
candidate could be delayed or halted.

RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES

OUR COMMON STOCK IS CONSIDERED  TO BE A "PENNY  STOCK" AND, AS SUCH,  THE MARKET
FOR OUR COMMON STOCK MAY BE FURTHER  LIMITED BY CERTAIN SEC RULES  APPLICABLE TO
PENNY STOCKS.

     As long as the price of our common stock  remains  below $5.00 per share or
we have net tangible  assets of $2,000,000  or less,  our shares of common stock
are likely to be subject to certain "penny stock" rules  promulgated by the SEC.
Those rules impose certain sales practice requirements on brokers who sell penny
stock to persons  other than  established  customers  and  accredited  investors
(generally,  an institution with assets in excess of $5,000,000 or an individual
with a net worth in excess of $1,000,000). For transactions covered by the penny
stock rules, the broker must make a special  suitability  determination  for the
purchaser and receive the purchaser's  written consent to the transaction  prior

                                       12
<PAGE>
to the sale.  Furthermore,  the penny stock rules generally require, among other
things,  that  brokers  engaged in  secondary  trading of penny  stocks  provide
customers with written  disclosure  documents,  monthly statements of the market
value of penny stocks,  disclosure of the bid and asked prices and disclosure of
the  compensation  to the  brokerage  firm and  disclosure  of the sales  person
working  for the  brokerage  firm.  These  rules  and  regulations  make it more
difficult for brokers to sell shares of our common stock and limit the liquidity
of our shares. See "Plan of Distribution" for a more detailed  discussion of the
penny stock rules and related broker-dealer restrictions.

TRADING IN OUR SECURITIES  COULD BE SUBJECT TO EXTREME PRICE  FLUCTUATIONS  THAT
COULD ADVERSELY AFFECT YOUR INVESTMENT.

     The market prices for securities of biotechnology  companies,  particularly
those that are not profitable,  have been highly volatile,  especially recently.
Publicized events and announcements may have a significant  impact on the market
price of our common stock. For example, any of the following may have the effect
of temporarily or permanently driving down the price of our common stock:

     *    Biological or medical  discoveries  by  competitors;
     *    Public  concern about the safety of our drug  candidates;
     *    Delays  in  the  conduct  or  analysis  of  our  clinical   trials;
     *    Unfavorable  results from clinical trials;
     *    Unfavorable  developments  concerning  patents  or  other  proprietary
          rights; or
     *    Unfavorable domestic or foreign regulatory developments;

     In addition,  the stock market from time to time experiences  extreme price
and volume fluctuations which particularly affect the market prices for emerging
and life sciences companies,  such as ours, and which are often unrelated to the
operating performance of the affected companies.

SUBSTANTIAL SALES OF OUR STOCK MAY IMPACT THE MARKET PRICE OF OUR COMMON STOCK.

     Future sales of substantial  amounts of our common stock,  including shares
that we may issue upon exercise of options and warrants,  could adversely affect
the market price of our common  stock.  Further,  if we raise  additional  funds
through  the  issuance  of  common  stock  or  securities  convertible  into  or
exercisable for common stock, the percentage  ownership of our shareholders will
be reduced and the price of our common stock may fall.

WE DO NOT EXPECT TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE.

     We will use any  earnings  generated  from our  operations  to finance  our
business  and  will  not pay  any  cash  dividends  to our  shareholders  in the
foreseeable future.

ISSUING  PREFERRED  STOCK WITH RIGHTS  SENIOR TO THOSE OF OUR COMMON STOCK COULD
ADVERSELY AFFECT HOLDERS OF COMMON STOCK.

     Our charter  documents  give our board of directors  the authority to issue
series of  preferred  stock  without a vote or action by our  shareholders.  The
board  also  has the  authority  to  determine  the  terms of  preferred  stock,
including price, preferences and voting rights. The rights granted to holders of

                                       13
<PAGE>
preferred stock may adversely  affect the rights of holders of our common stock.
For example,  a series of preferred  stock may be granted the right to receive a
liquidation  preference - a pre-set  distribution  in the event of a liquidation
that would reduce the amount  available  for  distribution  to holders of common
stock. In addition, the issuance of preferred stock could make it more difficult
for a third party to acquire a majority of our  outstanding  voting stock.  As a
result,   common   shareholders   could  be  prevented  from   participating  in
transactions that would offer an optimal price for their shares.

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

     This Form 10-KSB  contains  certain  forward-looking  statements  regarding
management's  plans and objectives  for future  operations  including  plans and
objectives  relating  to our  planned  marketing  efforts  and  future  economic
performance.  The  forward-looking  statements and associated risks set forth in
this Form 10-KSB  include or relate to, among other  things,  (a) our  projected
sales and profitability,  (b) our growth  strategies,  (c) anticipated trends in
our industry, (d) our ability to obtain and retain sufficient capital for future
operations,  and (e) our anticipated needs for working capital. These statements
may be found under  "Management's Plan of Operations" and "Business," as well as
in this Form 10-KSB,  generally.  Actual events or results may differ materially
from  those  discussed  in  forward-looking  statements  as a result of  various
factors, including,  without limitation, the risks outlined under "Risk Factors"
and matters described in this prospectus, generally. In light of these risks and
uncertainties,  there can be no assurance  that the  forward-looking  statements
contained in this Form 10-KSB will, in fact, occur.

REPORTS TO SECURITY HOLDERS

     The public may view and obtain  copies of the Company's  reports,  as filed
with the Securities and Exchange Commission,  at the SEC's Public Reference Room
(Room 1580) at 100 F Street, N.E.,  Washington,  D.C. 20549.  Information on the
Public  Reference  Room is  available  by  calling  the SEC at  (202)  551-8090.
Additionally,  copies of the Company's reports are available and can be accessed
and   downloaded   via   the   internet   on  the   SEC's   internet   site   at
http://www.sec.gov/cgi-bin/srch-edgar,  by simply  typing  in  "Cavit  Sciences,
Inc." Additional Company information is available on the Company's internet site
at http://www.cavitsciences.com.

ITEM 2. DESCRIPTION OF PROPERTY.

     Our principal  executive and  administrative  office facility is located in
Delray  Beach,  Florida at 100 East  Linton  Blvd.,  Suite 106B,  Delray  Beach,
Florida 33483 and our telephone number is (561) 278-7856. We share office space,
telecommunication  equipment and incidental equipment and furniture with Hard to
Treat Diseases,  Inc. and pay them $1,000 a month for same. We believe the terms
of the office sharing arrangement are on favorable terms to us.

ITEM 3. LEGAL PROCEEDINGS.

     The  Company is not the  subject of any pending  legal  proceedings  to the
knowledge of  management,  nor is there any presently  contemplated  against the
Company by any federal, state, or local government agency.

                                       14
<PAGE>
     Further,  to the knowledge of management,  no director or executive officer
is a party to any action in which his interest is adverse to the Company.

     Hard to Treat Diseases,  Inc. is involved in a lawsuit in the United States
District Court, Southern District of Florida, Case No. 04-80010-CIV, styled Hard
to Treat Diseases,  Inc., a/k/a  International  Foam Solutions,  Inc. vs. Ronald
Shinn, Gerry G. Knight, Shinn Capital Group, Inc.

     The Florida case is relevant  because it may impact Cavit  Sciences and its
shareholders  in the future.  A final  judgment was entered in this case on July
14, 2005, with two significant  rulings.  In the first significant  ruling,  the
Court  entered a money  judgment in favor of Hard to Treat  against  Dr.  Ronald
Shinn in the amount of $201,620.01. As of the date of this prospectus, Dr. Shinn
has not paid any portion of this money judgment.

     In the second  significant  ruling,  the Court enter a judgment in favor of
Dr.  Shinn and against  Hard to Treat  declaring  that Dr. Shinn "was the lawful
owner of 350,000,000 shares of Hard to Treat shares should he choose to exercise
his right of ownership  over these shares." As of June 13, 2006, the record date
for determining Hard to Treat shareholders  entitled to participate in the stock
dividend and spin-off of Cavit  Sciences,  Dr. Shinn was not a record  holder of
Hard to Treat shares nor had he exercised  his right to ownership  over any Hard
to Treat  shares.  Dr.  Shinn  did not  participate  in the stock  dividend  and
spin-off. Hard to Treat has appealed the judgment in favor of Dr. Shinn.

     Management's best guess is that:

     *    As long as the judgment  goes unpaid,  Dr. Shinn will not exercise his
          right of ownership over the 350,000,000 shares of Hard to Treat common
          stock;
     *    If he does choose to  exercise  such  rights,  then Hard to Treat will
          take Dr. Shinn's Hard to Treat shares in satisfaction of its judgment;
     *    Even if Dr. Shinn were to exercise  his rights of ownership  over Hard
          to Treat  shares,  he would be doing so after the record  date for the
          stock dividend and would not be entitled to any Cavit shares; and
     *    The value of the money judgment  against Dr. Shinn is greater than the
          combined value of 350,000,000 Hard to Treat shares and 3,500,000 Cavit
          shares at the present time.

     However,  in the event that management guesses wrong and Dr. Shinn paid the
money  judgment  to Hard to Treat  and  somehow  ended up with  3,500,000  Cavit
shares,  our shareholders  would be substantially  diluted in their ownership of
Cavit  common  stock.  See "Risk  Factors  -- An  individual  who has a right to
ownership of a substantial  number of shares of Hard to Treat common stock,  but
who was not a holder of record of any Hard to Treat shares on June 13, 2006 (the
record date for the recently completed spin-off of our shares to holders of Hard
to Treat  common  stock)  may seek to have  3,500,000  shares of Cavit  Sciences
common  stock  issued to him in which case the  shareholders  of Cavit  Sciences
would be substantially diluted."

                                       15
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was  submitted  to a vote of our  shareholders  during the fourth
quarter of 2006.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     As of the date of this Annual Report,  the Company's Common Stock is quoted
on the  Over-the-Counter  Bulletin Board under the symbol  "CVIT.OB." The market
for the Company's  Common Stock is limited,  volatile and sporadic and the price
of the Company's Common Stock could be subject to wide  fluctuations in response
to  quarterly  variations  in operating  results,  news  announcements,  trading
volume, sales of Common Stock by officers,  directors and principal shareholders
of the Company,  general market trends, changes in the supply and demand for the
Company's shares, and other factors. The following table sets forth the high and
low sales prices for each quarter relating to the Company's Common Stock for the
last two fiscal years.  The  Company's  Common Stock was not quoted or traded on
any exchange until the fourth quarter of 2006.

     Fiscal 2006                     High           Low
                                     ----           ---
     First Quarter (1)               $ --          $ --
     Second Quarter (1)              $ --          $ --
     Third Quarter (1)               $ --          $ --
     Fourth Quarter (1)              $.60          $.25

     Fiscal 2005                     High           Low
                                     ----           ---
     First Quarter (1)               $  --         $ --
     Second Quarter (1)              $  --         $ --
     Third Quarter (1)               $  --         $ --
     Fourth Quarter (1)              $  --         $ --

----------
(1)  This represents the high and low quote information for the stock on the OTC
     Bulletin Board. The bid and ask quotations represent prices between dealers
     and do not  include  retail  markup,  markdown or  commission.  They do not
     represent  actual  transactions  and  have  not  been  adjusted  for  stock
     dividends or splits.

     All of the  above  information  was  listed  as  reported  by the  National
Association of Securities Dealers Composite feed or other qualified inter-dealer
quotation medium.

HOLDERS

     As of March 30, 2007, there were  approximately  244 shareholders of record
of the Company's Common Stock.

                                       16
<PAGE>
DIVIDENDS

     The Company has not declared any cash  dividends with respect to its common
stock or preferred stock during the last two fiscal years and does not intend to
declare dividends in the foreseeable future. There are no material  restrictions
limiting or that are likely to limit the  Company's  ability to pay dividends on
its outstanding securities.

     For information regarding the Company's Equity Compensation Plans, see Part
III, Item 11.

RECENT ISSUANCE OF UNREGISTERED SECURITIES

     Since its  incorporation  on April 12, 2006, Cavit has issued the following
securities without registration under the Securities Act of 1933:

     Cavit  issued  8,475,000  shares  of its  common  stock  to Hard  to  Treat
Diseases,  Inc. in exchange for certain patent application  rights. The value of
these 8,475,000 shares was determined to be $145,459.

     Cavit issued an  aggregate of 1,237,500  shares of its common stock to four
accredited investors in exchange for an aggregate cash consideration of $99,000.

     Cavit issued  200,000  shares of its common stock to an attorney in partial
consideration   for  legal  services   rendered  in  the   preparation  of  this
registration statement. The value of the common stock issued in consideration of
such legal services was $16,000.

      Cavit issued 25,000 shares of its common stock to its two medical advisors
for a total of 50,000  shares.  Cavit  issued  5,000 shares to the provider of a
medical substance sample for testing purposes. The aggregate value of the common
stock issued to these three individuals was $4,400.

     Cavit  issued  50,000  shares to Colm J. King  pursuant  to his  employment
agreement with Cavit and the value of such shares was $500.

     Cavit  issued  100,000  shares to each of its five  directors  as  director
compensation for a total of 500,000 shares.  300,000 of these shares were valued
at $.01 per  share  and  200,000  shares  were  valued  at $.08 per  share.  The
aggregate value of these 500,000 shares was $19,000.

     Between  October 17, 2006, and December 15, 2006, the registrant  issued an
aggregate  2,776,857  shares of its common stock in  transactions  to (i) settle
debt obligations, (ii) for cash, (iii) for officer and director compensation and
(iv) for consulting services, as follows:

     The  Registrant  settled  $10,000 in  promissory  notes by issuing  125,000
shares of its common stock in satisfaction of two notes for $5,000 each.

     The  Registrant  sold  1,012,500  shares  of  its  common  stock  to  three
accredited  investors for an aggregate  consideration  of $81,000 (or $.08 cents
per share). The proceeds of these sales were used for working capital.

                                       17
<PAGE>
     The  Registrant  issued an aggregate  187,500 shares of its common stock in
lieu of  payment  of cash fees due to its five  Directors,  who are  compensated
$3,000 per quarter. Each Director received 37,500 shares.

     The  Registrant  issued 187,500 shares of is common stock to Julio De Leon,
its Chief  Financial  Officer,  pursuant to a contract  with such  officer  that
provides for  compensation  of $60,000 per year,  payable  quarterly in advance.
Therefore,  the 187,500 shares issued to the Chief Financial Officer were issued
in lieu of cash  compensation  of  $15,000  for the three  month  period  ending
February 28, 2007.

     The Registrant issued an additional  187,500 shares to Mr. De Leon as bonus
compensation for his work on Registrant's various projects.

     The Registrant issued 187,500 shares to Mr. Colm King as bonus compensation
for his work on Registrant's various projects.

     The  Registrant  issued an aggregate  514,750 shares of its common stock to
four  consultants and issued 115, 800 shares to its stock transfer agent in lieu
of cash for services.

     The  Registrant  issued 258,  807 shares to  investors  with  anti-dilution
rights.

     All 2,776,857 shares issued since October 17, 2006, were valued at $.08 per
share, as no established market for the Registrant's  common stock had developed
when these issuance wre made.

     The  Registrant  issued  69,087  shares on April 3, 2007 to an attorney for
consulting services in lieu of cash for services.

     Cavit believes that all of the above  transactions  were  transactions  not
involving  any  public  offering  within  the  meaning  of  Section  4(2) of the
Securities Act of 1933, as amended,  since (a) each of the transactions involved
the offering of such  securities to a  substantially  limited number of persons;
(b) each person took the securities as an investment for his/her/its own account
and not with a view to  distribution;  (c) each person had access to information
equivalent  to that which would be included in a  registration  statement on the
applicable  form under the Securities  Act of 1933, as amended;  (d) each person
had knowledge and experience in business and financial matters to understand the
merits and risks of the investment; and (e) appropriate restrictive legends were
placed on all stock certificates. Therefore, no registration statement needed to
be in effect prior to such issuances.

     The Company did not utilize or engage a principal underwriter in connection
with any of the above securities transactions.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

MANAGEMENT'S PLAN OF OPERATIONS

     The following  discussion of our plan of operations should be read together
with the financial  statements and related notes that are included  elsewhere in
this Form 10-KSB. This discussion may contain  forward-looking  statements based
upon current  expectations  that  involve  risks and  uncertainties.  Our actual
results may differ  materially from those  anticipated in these  forward-looking

                                       18
<PAGE>
statements as a result of various factors, including those set forth under "Risk
Factors," "Disclosure Regarding Forward-Looking Statements" or in other parts of
this Form 10-KSB.  We undertake no obligation to update any  information  in our
forward-looking statements except as required by law.

PATENT ACQUISITION INFORMATION

     Hard to Treat began to internally develop the intellectual  property rights
during  2004,  that  were  acquired  by  Cavit on May 31,  2006,  as part of the
operations of Hard to Treat's biotechnology division.  During 2004, research and
development commenced, which was the foundation for the first patent application
being filed  during  December of 2004.  As a result of  additional  research and
development in 2005, two additional  patent  applications were filed in December
2005.

     The boards of directors of Cavit Sciences and Hard to Treat  determined the
value of the  intangible  assets and  related  costs  acquired  to be  $145,459;
comprised of $56,997 in legal fees associated with the development of the rights
from  inception  and  $88,462  of  direct  research  and  development  which are
considered  purchased R&D. The $145,459  carved out cost determined the value of
the intangible  assets.  The acquisition costs do not include $47,060 of certain
overhead  expenses  incurred  by Hard to Treat  during  the  development  of the
intellectual  property  rights from  inception  that began in 2004. The overhead
expenses  of  $47,060  that were not part of the  purchase  price  paid by Cavit
included wages,  rent, phone and other  expenditures that Hard to Treat incurred
to develop the intellectual properties.

     At December 31, 2006, due to Financial  Accounting  Standards,  the Company
recorded an  impairment  charge of $86,997,  which was primarily due to the fact
that such patents are not currently  producing  revenues or cash flows. The book
value of the patent  application rights does not reflect the future potential of
our patents as the patent rights are still in the application phase.

     Cavit was incorporated on April 12, 2006 and acquired intellectual property
rights  from  Hard to  Treat  on May 31,  2006.  In July  2006,  Cavit  acquired
additional rights in some of these  intellectual  property rights,  resulting in
Cavit owning 100% of such rights.

OVERVIEW

     We are a  development-stage  company and have a limited operating  history.
Cavit Sciences,  Inc. was formed on April 12, 2006, as a wholly owned subsidiary
of Hard to Treat Diseases, Inc., to acquire certain intellectual property rights
from Hard to Treat Diseases and to develop and market the acquired rights.

     Major drug companies are interested in drugs that are safe and effective in
treating  and  preventing  certain  indications  and  conditions,   have  secure
intellectual  property  rights  and have an  available  source and supply of the
composition. Cavit's board has decided to focus on and to pursue the best course
of action in the interest of patients  and  shareholders.  Testing  performed on
certain  drugs has resulted in patent  applications  and  numerous  intellectual
property  rights which are owned and  controlled  by Cavit.  We intend to have a
third party manufacture, per U.S. FDA specifications, one of the drugs we tested
and to apply for U.S. FDA approval for specific  cancer  and/or viral  infection
indications. In addition to the current utility rights we own, Cavit will have a
source and  control of the drug.  Due to the  safety  and  effectiveness  of the
drug's use outside the U.S.,  Cavit  intends to request  that the U.S. FDA grant
fast track or priority status to Cavit's application.

                                       19
<PAGE>
     Our initial plan was to market our  intellectual  property  rights to major
drug  companies.  We have been and are  currently  negotiating  with  other drug
companies regarding securing rights to their drug compositions.  The combination
of our current utility rights and the  acquisition of composition  rights should
allow Cavit to develop, market and commercialize these drugs successfully.

     In addition,  Cavit acquired a food  supplement  line during February 2007.
The core products in Cavit's  supplement  line were  formulated  and designed to
enhance and  improve  the  prostate,  maintain  and  support the  cardiovascular
system,  and beneficially  effect arthritis and  osteoporosis.  Superior results
have been attained by individuals with the use of Cavit's products. These proven
results are due to the research and testing of the most effective  formulas with
nutrients that support and  supplement  each other at the optimum dosage of each
ingredient. Cavit intends to manufacture, market, distribute and commercialize a
range of supplements to act as powerful  antioxidants and immune enhancers which
have beneficial effects upon many serious diseases.

     Cavit has secured the required  facilities for its  laboratories,  research
and development,  warehouse and corporate  offices.  The facilities will provide
ample  room  for  the  development  of the  food  supplement  line.  The  plants
laboratories  will be used for  ongoing  research  and  development  of existing
products  and  products  being  developed  with  innovation  as our  trend.  The
facilities will also accommodate  Cavit's plant equipment,  staff, and relocated
corporate headquarters and allow for future expansion.

     The food  supplement  line is an  ideal  match  with  our drug  development
process.  In addition to creating a full range biotech  company,  the supplement
line will create a steady  stream of cash flow to support the  commercialization
of our drugs.

     We have not generated  any profits  since our entry into the  biotechnology
business,  have no source of revenues and have  incurred  operating  losses.  We
expect to incur additional  operating losses for the foreseeable  future.  We do
not have any sources of revenues and may not have any in the foreseeable  future
unless we market our rights to a drug company.

     We need to obtain  additional  capital  resources  from  sources  including
equity and/or debt financings, license arrangements, grants and/or collaborative
research  arrangements  in  order  to  develop  products  and  continue  Cavit's
business.  We  need  to  raise  additional  working  capital  in  order  to have
sufficient  working  capital to finance  operations.  Our  current  burn rate is
approximately $10,000 per month excluding capital  expenditures.  The timing and
degree  of  any  future  capital  requirements  will  depend  on  many  factors,
including:

     Research and  development.  We expect to make  investments  in research and
development  in order  to  develop  and  market  our  technology.  Research  and
development  costs will  consist  primarily  of general and  administrative  and
operating  expenses  related to research  and  development  activities.  We will
expense  research  and  development  costs  as  incurred.  Property,  plant  and
equipment for research and development  that has an alternative  future use will
be  capitalized  and the related  depreciation  will be expensed as research and
development costs. We expect our research and development expense to increase as
we continue to invest in the development of our technology.

                                       20
<PAGE>
     General  and  administrative.  General  and  administrative  expenses  will
consist  primarily  of  salaries  and  benefits,  office  expense,  professional
services fees, and other corporate  overhead  costs. We anticipate  increases in
general  and  administrative  expenses as we continue to develop and prepare for
marketing of our technology.

OFF-BALANCE SHEET ARRANGEMENTS

     As of the  date of this  Annual  Report,  the  Company  does  not  have any
off-balance  sheet  arrangements  that have or are  reasonably  likely to have a
current  or future  effect on the  Company's  financial  condition,  changes  in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital  expenditures or capital  resources that are material to investors.  The
term "off-balance sheet arrangement" generally means any transaction,  agreement
or other  contractual  arrangement  to which an entity  unconsolidated  with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee,  contract,  derivative  instrument or variable interest;  or (ii) a
retained or contingent  interest in assets transferred to such entity or similar
arrangement  that serves as credit,  liquidity  or market risk  support for such
assets.

FUTURE COMMITMENTS

     As of the  date of this  Annual  Report,  the  Company  does  not  have any
material  commitments  nor  does  management  anticipate  any  further  material
commitments within the next twelve months.

ITEM 7. FINANCIAL STATEMENTS.

     The Financial Statements of Cavit Sciences, Inc. are listed on the Index to
Financial Statements as set forth on page F-1.

ITEM 8. CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE.

     None.

ITEM 8A. CONTROLS AND PROCEDURES.

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

     Colm J. King,  our Chief  Executive  Officer,  and Julio De Leon, our Chief
Financial Officer,  have evaluated the effectiveness of our disclosure  controls
and  procedures  controls  and  procedures  (as such  term is  defined  in Rules
13a-15(e) and 15d-15(e)  under the 1934 Act as of the end of the period  covered
by this annual report ("Evaluation Date").  Based on such evaluation,  our Chief
Executive  Officer and Chief  Financial  Officer  have  concluded  that,  as the
Evaluation  Date,  our  disclosure  controls  and  procedures  are  effective in
alerting  them  on a  timely  basis  to  material  information  relating  to  us
(including our consolidated subsidiaries) required to be included in our reports
filed or submitted under the 1934 Act.

                                       21
<PAGE>
(b) CHANGES IN INTERNAL CONTROLS.

     In addition, no change in our internal control over financial reporting (as
defined in Rule 13a-15(f)  under the 1934 Act occurred during the fourth quarter
of the year  ended  December  31,  2006,  that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

ITEM 8A (T).

     This Item is not applicable to the Company's fiscal year ended December 31,
2006.

ITEM 8B. OTHER INFORMATION.

     None.

                                    PART III

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
        GOVERNANCE; SECTION 16(a) OF THE EXCHANGE ACT

     Our  executive  officers are elected by the board of directors and serve at
the discretion of the board, subject to employment and/or consulting  agreements
described in Item 10, below.  All of the current  directors serve until the next
annual  shareholders'  meeting or until their  successors have been duly elected
and qualified.  The following table sets forth certain information regarding our
current directors and executive officers:

    Name                     Age         Position                Director Since
    ----                     ---         --------                --------------
Colm J. King                 49    President, Chief Executive   April 12, 2006
                                   Officer and Director
Julio De Leon                56    Director                     May 1, 2006
                                   Chief Financial Officer      November 1, 2006
Raymond S. Bazley            43    Director                     June 30, 2006
Dr. Christopher H. Brown     46    Director                     June 30, 2006
Harvey Judkowitz             62    Director                     May 1, 2006

     Certain biographical information of our directors and officers is set forth
below.

     COLM J. KING. Mr. King is also the President and Chief Executive Officer of
Hard to Treat Diseases, Inc, having been elected to those offices on October 30,
2003. From January 2003 until October 2003, Mr. King worked for Berkovits,  Lago
& Company, LLP, a public accounting and consulting firm, where he provided audit
compliance and consulting services for that firm's publicly held clients. During
March 2002 through  November  2002,  Mr. King served as the Controller and Chief
Financial  Officer for Peregrine  Industries,  Inc. (a  manufacturer of swimming

                                       22
<PAGE>
pool  heaters)  where he managed  accounting,  prepared  SEC  filings  and other
financial reporting. From November 2000 until March 2002, Mr. King served as the
Controller  and Chief  Financial  Officer  for  NetGain  Development,  Inc.  (an
internet  development  company)  where he managed  accounting  and  prepared SEC
filings. He received a B.S. in Business  Administration from St. Thomas Acquinas
College  and  is  a  member  of  the  American  Institute  of  Certified  Public
Accountants and the Florida Institute of Certified Public Accountants.

     JULIO DE LEON.  Mr. De Leon is a  Certified  Public  Accountant,  Certified
Management Accountant and Certified in Financial Management.  Mr. De Leon is the
owner of De Leon & Company,  P.A., a Certified Public  Accounting firm, which he
founded in June 2002. Mr. De Leon was Senior Manager of Weinberg & Company,  PA,
a Certified  Public  Accounting  firm,  from June 2001 until June 2002,  when he
formed De Leon & Company,  P.A. In addition to being a partner in his accounting
firm, Mr. De Leon serves as a consultant to Hard to Treat.  Mr. De Leon received
a bachelor's  degree in business  administration  from Bernard Baruch College in
New York and his Master in Business Administration from the University of Miami.
He is a member of the American  Institute of Certified Public  Accountants,  the
Florida Institute of Certified Public  Accountants,  the Institute of Management
Accountants and the Association of Fraud Examiners.

     RAYMOND S. BAZLEY. Mr. Bazley is a self-employed,  successful  businessman.
Mr. Bazley has owned and operated  Bazley's LLC, in its Feed,  Tack, Pet and Vet
Stores from 1989 to 2005. Mr. Bazley is also the Chief Executive,  Financial and
Operating  Officer of RayMels LLC, a bar and restaurant.  Mr. Bazley also serves
as a consultant to Hard to Treat. Mr. Bazley is also real estate investor.

     DR. CHRISTOPHER H. BROWN. Dr. Brown is a maxillofacial and cosmetic surgeon
and a principal at a surgery center. Dr. Brown serves as a consultant to Hard to
Treat. Dr. Brown completed his Residency at the University of Connecticut Health
Center  in 1990  and has  been in  private  practice  since  that  time.  He has
presented his research both nationally and internationally.

     HARVEY JUDKOWITZ.  Mr. Judkowitz is a Certified Public Accountant  licensed
in both New York and Florida. From 1988 to date, Mr. Judkowitz has conducted his
own CPA  practice.  Mr.  Judkowitz  was the  Chairman  of the  Board  and  Chief
Executive  Officer of UniPro Financial  Services,  Inc.  ("UPRO") from June 2003
until the Company was sold in September  2005. He currently  serves on the Board
of Directors for the following publicly traded or quoted companies:  The Singing
Machine, Inc. ("SMD"), and Hard To Treat Diseases, Inc. ("HTDS"). He is also the
chairman  of the audit  committee  of SMD.  In the past,  he has served as Chief
Financial   Officer  of  Claire's  Stores  and  several  other  publicly  traded
companies.  Mr.  Judkowitz  graduated from Pace University in 1967 with a BBA in
Accounting.  Over the past 20 years,  Mr.  Judkowitz  has been a  consultant  to
assist  several  companies in going public and  arranging  short term  financing
until the public money could be raised. He is a member of the American Institute
of Certified  Public  Accountants and the Florida  Institute of Certified Public
Accountants.

COMMITTEES OF THE BOARD OF DIRECTORS

     We currently have an audit committee and a compensation committee.

                                       23
<PAGE>
     AUDIT  COMMITTEE.  The Audit Committee of the Board  currently  consists of
three members of our board of directors;  Messrs.  De Leon,  Judkowitz and King.
The audit committee selects, on behalf of our board of directors, an independent
public accounting firm to be engaged to audit our financial statements,  discuss
with the independent auditors their independence, review and discuss the audited
financial  statements with the independent auditors and management and recommend
to our board of directors  whether the audited  financials should be included in
our annual  reports to be filed with the SEC. Mr. Julio De Leon  qualifies as an
Audit Committee Financial Expert.  However, Mr. De Leon is not independent.  Mr.
De Leon's relative experience,  as set forth above in his biographical  summary,
qualifies him to be an Audit Committee Financial Expert.

     COMPENSATION  COMMITTEE.  The Compensation Committee consists of the entire
board of directors.  The Compensation Committee will review and must approve the
annual salary and other  compensation of our executive officers and compensation
to our directors.

COMPENSATION OF DIRECTORS

     Each of our five directors has been issued 100,000 restricted shares of our
common stock in  consideration  of their service on our board of directors.  Any
future director  compensation will be determined by our compensation  committee.
These  shares were issued for  services as  Directors  from April 12,  2006,  to
December 31, 2006.

     There are no arrangements or understandings between any of the directors or
executive  officers,  or any other person or person  pursuant to which they were
selected as directors and/or officers.

DIRECTORSHIPS

     Except for Mr.  Harvey  Judkowitz and Mr. Julio De Leon, no Director of the
Company  or person  nominated  or chosen  to become a  Director  holds any other
directorship  in any company with a class of securities  registered  pursuant to
Section 12 of the 1934 Act or subject to the  requirements  of Section  15(d) of
such Act or any other  company  registered  as an  investment  company under the
Investment  Company Act of 1940. Mr. Judkowitz  currently serves on the Board of
Directors of The Singing Machine, Inc. ("SMD"), a reporting company, and Hard To
Treat  Diseases,  Inc.  ("HTDS").  Mr. De Leon currently  serves on the Board of
Directors of Tao Minerals, Ltd ("TAOM"), a reporting company.

SIGNIFICANT EMPLOYEES

     No other significant employees exist.

FAMILY RELATIONSHIPS

     There are no family  relationships  between or among the Company's officers
and directors.

                                       24
<PAGE>
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

     During the past five  years,  no  present  director,  executive  officer or
person nominated to become a director or an executive officer of the Company:

     (1)  was a general  partner or executive  officer of any  business  against
          which any  bankruptcy  petition  was filed,  either at the time of the
          bankruptcy or within two years prior to that time;
     (2)  was  convicted  in a  criminal  proceeding  or  subject  to a  pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);
     (3)  was  subject  to any  order,  judgment  or  decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction,   permanently   or   temporarily   enjoining,   barring,
          suspending  or  otherwise  limiting  his  involvement  in any  type of
          business, securities or banking activities; or
     (4)  was found by a court of competent  jurisdiction  (in a civil  action),
          the  Securities  and  Exchange  Commission  or the  Commodity  Futures
          Trading  Commission to have violated a federal or state  securities or
          commodities  law, and for which the  judgment  has not been  reversed,
          suspended or vacated.

MATERIAL CHANGES TO THE METHOD BY WHICH THE SHAREHOLDERS MAY RECOMMEND  NOMINEES
TO THE BOARD OF DIRECTORS

     None.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers,  directors and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of beneficial  ownership on Form
3,  changes  in  beneficial  ownership  on  Form 4 and an  annual  statement  of
beneficial ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent  shareholders  are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.

     Based  on its  review  of the  copies  of such  forms  filed  with  the SEC
electronically,  received  by  the  Company  and  representations  from  certain
reporting  persons,  the  Company  believes  that  during the fiscal  year ended
December 31, 2006,  all the  officers,  directors  and more than 10%  beneficial
owners have complied with the above described filing requirements.

CODE OF ETHICS

     On June 28, 2006,  the Company  adopted a Code of Ethics  applicable to its
officers,   including  its  principal  executive  officer,  principal  financial
officer,  principal  accounting  officer  or  controller  and any other  persons
performing  similar  functions.  The  Code  of  Ethics  was  designed  to  deter
wrongdoing  and promote  honest and ethical  conduct,  full,  fair and  accurate

                                       25
<PAGE>
disclosure,  compliance with laws, prompt internal  reporting and accountability
to adherence to the Code of Ethics.  The Code of Ethics will be provided free of
charge by the Company to  interested  parties upon request.  Requests  should be
made in writing and directed to the Company at the following  address:  100 East
Linton Boulevard, Suite 106B, Delray Beach, Florida 33483

ITEM 10. EXECUTIVE COMPENSATION.

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company for services rendered during the periods  indicated.  The Company had no
employees or executive officers during 2004 and 2005.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                     Non-Equity
                                                                     Incentive   Nonqualified
 Name and                                                               Plan       Deferred    All other
 Principal                                       Stock     Option     Compen-      Compen-     Compen-
 Position        Year   Salary($)    Bonus($)   Awards($)  Awards($)  sation($)    sation($)   sation($)     Total($)
 --------        ----   ---------    --------   ---------  ---------  ---------    ---------   ---------     --------
<S>             <C>    <C>          <C>         <C>        <C>        <C>         <C>         <C>           <C>
Colm J. King     2006   $120,000        0        $19,000       0          0            0         $3,000      $142,000
President        2005          0        0              0       0          0            0              0             0
and CEO

Julio De Leon    2006   $ 15,000        0        $15,000       0          0            0         $3,000      $ 33,000
CFO              2005          0        0              0       0          0            0              0             0
</TABLE>

     During the year ended December 31, 2006, $120,000 in salary was accrued for
Mr.  Colm King,  of which  $30,000  was paid.  Mr. De Leon's  salary was paid in
restricted  common stock. Both Mr. De Leon and Mr. King received $3,000 each for
service as a Director during 2006.

     During 2006,  both Mr. Colm King and Mr. Julio De Leon  received a bonus of
$15,000 each comprised of 187,500 shares of restricted stock valued at $.08. Mr.
King also received  50,000  shares of restricted  common stock valued at $.08 in
accordance with his contract.

EMPLOYMENT CONTRACTS

     We  entered  into an  employment  agreement  with our  President  and Chief
Executive Officer, Colm J. King, as of May 1, 2006. The agreement covers a three
year term and provides  for his annual cash  compensation  to be  $180,000.  The
agreement  provides  for  salary  increases  of  10%  on the  first  and  second
anniversaries  of the agreement,  unless Cavit has no pre-tax  consolidated  net
income,  in which case there will be no salary  increase.  Mr. King will also be
entitled  to  an  annual   incentive  bonus  equal  to  5%  of  Cavit's  pre-tax
consolidated  net  income.  Mr.  King will also  participate  in  Cavit's  other
employee benefits, as well. In addition,  Mr. King will receive 50,000 shares of

                                       26
<PAGE>
restricted  common stock at the beginning of each contract year.  This agreement
may be terminated by Cavit with or without cause.

OTHER COMPENSATORY CONTRACTS

     On December 1, 2006, the Company's Board of Directors elected Julio De Leon
to the office of Chief Financial  Officer.  Mr. De Leon has been a member of the
Registrant's  Board of Directors  since May 1, 2006. The Company and Mr. De Leon
entered into a one year agreement dated December 1, 2006 (effective  November 1,
2006),  pursuant to which Mr. De Leon will devote 30% of his time to perform his
duties as Chief  Financial  Officer of the  Company in  exchange  for $60,000 in
annual compensation. Such compensation is payable quarterly in advance.

STOCK OPTIONS AND WARRANTS

     We do not have any outstanding stock options or warrants to purchase shares
of our common stock.

OPTION/SAR GRANTS TABLE

     There were no stock  options/SARS  granted under the Company's stock option
plans to executive officers and directors during fiscal 2006.

AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

     There were no exercises of stock  options/SAR by executive  officers during
fiscal 2006.

LONG-TERM INCENTIVE PLAN AWARDS

     There were no long-term incentive plan awards made in the last fiscal year.

COMPENSATION OF DIRECTORS

     Each of our five directors has been issued 100,000 restricted shares of our
common stock in  consideration  of their service on our board of directors.  Any
future director compensation will be determined by our compensation committee.

REPRICING OPTIONS

     During the fiscal year ended December 31, 2006, the Company did not reprice
any stock options.

                                       27
<PAGE>
ITEM 11. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

     To our  knowledge,  the following  table sets forth,  as of March 30, 2007,
information regarding the ownership of our common stock by:

     *    Persons who own more than 5% of our common stock
     *    each of our directors and each of our executive officers; and
     *    all directors and executive officers as a group.

     The table sets forth our actual share  ownership as of March 30, 2007. Each
person has sole voting and  investment  power with respect to the shares  shown,
except as otherwise noted.

                                                         Amount and Nature
        Name and Address                              of Beneficial Ownership
       of Beneficial Owner                            Number          Percent
       -------------------                            ------          -------
     Colm J. King                                   2,225,000          16.74%
     100 East Linton Boulevard,
     Suite 106B
     Delray Beach, Florida 33483

     Raymond Bazley                                 1,198,165           9.01%
     100 East Linton Boulevard,
     Suite 106B
     Delray Beach, Florida 33483

     Christopher Brown                              1,966,665(1)       14.79%
     100 East Linton Boulevard,
     Suite 106B
     Delray Beach, Florida 33483

     Julio De Leon                                    712,500           5.36%
     100 East Linton Boulevard,
     Suite 106B
     Delray Beach, Florida 33483

     Harvey Judkowitz                                 272,217           2.05%
     100 East Linton Boulevard,
     Suite 106B
     Delray Beach, Florida 33483

     All officers and directors
      as a group (5 persons)                        6,374,547          47.95%

----------
(1)  Includes 1,659,165 Cavit shares held of record in the name of Cortland Fund
     LLC of which  Dr.  Brown is the sole  beneficial  owner.  Dr.  Brown is the
     record and beneficial owner of 307,500 of Cavit shares.

                                       28
<PAGE>
     There  are  no  arrangements  or  understandings  among  the  entities  and
individuals  referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.

ADOPTION OF EMPLOYEE COMPENSATION PLAN

     On December 14, 2006, the Registrant's Board of Directors adopted the Cavit
Sciences,  Inc. 2006 Employee and Consultant Stock Incentive Plan ("Plan").  The
Plan covers up to 2,000,000 shares of common stock,  has a 10 year term,  covers
employees, consultants, officers and directors. The Plan will be administered by
the Board of  Directors.  As of the date of the Annual  Report,  no options have
been granted to, or exercised by, any of the Company's  directors,  employees or
officers.

ITEM 12. CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
         INDEPENDENCE.

     Our principal  executive and  administrative  office facility is located in
Delray  Beach,  Florida at 100 East  Linton  Blvd.,  Suite 106B,  Delray  Beach,
Florida 33483 and our telephone number is (561) 278-7856. We share office space,
telecommunication  equipment and incidental equipment and furniture with Hard to
Treat Diseases,  Inc. and pay them $1,000 a month for same. We believe the terms
of the office sharing arrangement are on favorable terms to us.

     Colm J. King, our President and Chief Executive  Officer also holds similar
offices and  responsibilities  with Hard to Treat. Mr. King is on the payroll of
both companies. His time dedicated to Cavit's business could be diminished if he
were to spend an inordinate  amount of time on Hard to Treat's business and vice
versa.

     Cavit's Audit Committee is comprised  solely of members of Cavit's Board of
Directors,  some of whom are officers of Cavit and all of whom are  shareholders
of Cavit.

ITEM 13. EXHIBITS AND INDEX OF EXHIBITS.

     List of Exhibits attached or incorporated by reference pursuant to Item 601
of Regulation S-B

Exhibit No.                              Description
-----------                              -----------
3(i).1*   Articles of  Incorporation  of Cavit  Sciences,  Inc.  filed April 12,
          2006, with the Secretary of State of Florida.

3(i).2*   Articles  of  Amendment  to the  Articles  of  Incorporation  of Cavit
          Sciences,  Inc.  filed on June 9, 2006 with the  Secretary of State of
          Florida.

                                       29
<PAGE>
3(ii)*    By-Laws of Cavit Sciences, Inc.

4.1*      Common  Stock  Purchase  Agreement  dated as of May 23,  2006,  by and
          between Cavit Sciences, Inc. and Raymond S. Bazley.

4.2*      Common  Stock  Purchase  Agreement  dated as of May 12,  2006,  by and
          between Cavit Sciences, Inc. and Robert Hennen.

4.3*      Common  Stock  Purchase  Agreement  dated as of May 25,  2006,  by and
          between Cavit Sciences, Inc. and Cortland Fund LLC.

4.4*      Common Stock  Purchase  Agreement  dated as of June 14,  2006,  by and
          between Cavit Sciences, Inc. and Margaret Smyth.

4.5*(a)   Asset  Purchase  Agreement  dated as of May 31,  2006,  by and between
          Cavit Sciences, Inc. and Hard to Treat Diseases, Inc.

4.6*      Cavit Sciences, Inc. Certificate of Common Stock

4.7*      Management,  Advisory and Support  Agreement dated as of June 1, 2006,
          by and between Cavit Sciences, Inc. and Hard to Treat Diseases, Inc.

4.8*(a)   Assignment  Agreement  between Dr. Leland Shapiro and Cavit  Sciences,
          Inc. dated July 7, 2006.

10.1*     Employment  Agreement dated May 1, 2006, between Cavit Sciences,  Inc.
          and Colm J. King.

10.2**    Agreement  between  Cavit  Sciences,  Inc.  and  Julio  De Leon  dated
          December 1, 2006 (effective November 1, 2006).

10.3**    Cavit Sciences, Inc. 2006 Employee and Consultant Stock Incentive Plan
          Adopted December 14, 2006.

10.4***   Asset Purchase & Royalty  Agreement  between Cavit Sciences,  Inc. and
          Daycon Investors  Associates,  Inc., Americare  Nutritional  Division,
          dated February 13, 2007.

14*       Code of Ethics.

21+       Subsidiaries.

31.1+     Certification  of Principal  Executive  Officer  Pursuant to 18 U.S.C.
          Section 1350 and Section 302 of The Sarbanes-Oxley Act of 2002.

                                       30
<PAGE>
31.2+     Certification  of Principal  Financial  Officer  Pursuant to 18 U.S.C.
          Section 1350 and Section 302 of The Sarbanes-Oxley Act of 2002.

32.1+     Certification  of Principal  Executive  Officer  Pursuant to 18 U.S.C.
          Section 1350 and Section 906 of The Sarbanes-Oxley Act of 2002.

32.2+     Certification  of Principal  Financial  Officer  Pursuant to 18 U.S.C.
          Section 1350 and Section 906 of The Sarbanes-Oxley Act of 2002.

----------
*    Incorporated by reference to the Company's  Registration  Statement on Form
     SB-2, File Number 333-135740, filed with the Commission on July 13, 2006.
**   Incorporated by reference to the Company's Current Report on Form 8-K filed
     with the Commission on December 18, 2006.
***  Incorporated by reference to the Company's Current Report on Form 8-K filed
     with the Commission on February 14, 2007.
+    Filed herewith.
(a)  Certain  confidential  portions of this  Exhibit  were  omitted by means of
     marking  such  portions  with an asterisk  ("Mark").  This Exhibit has been
     filed separately with the Secretary of the SEC without the Mark pursuant to
     Registrant's  Application Requesting  Confidential Treatment under Rule 406
     under the  Securities  Act of 1933 for  which  confidential  treatment  was
     granted until August 31, 2007.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

INDEPENDENT PUBLIC ACCOUNTANTS

     The  Company's  independent  accountants  during  the  fiscal  year  ending
December 31, 2006 were Infante & Company.

     (1) AUDIT  FEES.  During  the fiscal  year ended  December  31,  2006,  the
aggregate fees billed by the Company's  auditors,  for services rendered for the
audit  of our  annual  financial  statements  and the  review  of the  financial
statements  included in our  quarterly  reports on Form 10-QSB and for  services
provided in connection with the statutory and regulatory  filings or engagements
for 2006, was $7,650.

     (2)  AUDIT-RELATED  FEES.  During fiscal year ended  December 31, 2006, our
auditors did not receive any fees for any  audit-related  services other than as
set forth in paragraph (1) above.

     (3) TAX FEES. Our auditors did not provide tax compliance,  tax advice,  or
tax planning advice during the fiscal year ended December 31, 2006.

     (4) ALL OTHER FEES. None.

                                       31
<PAGE>
     (5) AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES.

     Effective May 6, 2003, the Securities and Exchange Commission adopted rules
that require that before  Principal  Accountants are engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

     *    approved by our audit committee (which consists of our entire board of
          directors); or
     *    entered  into  pursuant  to   pre-approval   policies  and  procedures
          established  by the board of  directors,  provided  the  policies  and
          procedures  are detailed as to the  particular  service,  the board of
          directors  is  informed  of  each  service,   and  such  policies  and
          procedures  do not  include  delegation  of the  board  of  directors'
          responsibilities to management.

     The  board  of  directors   pre-approves  all  services   provided  by  our
independent  auditors.  All of the above  services  and fees were  reviewed  and
approved  by the  board of  directors  either  before  or after  the  respective
services were rendered.

     The board of directors has  considered the nature and amount of fees billed
by our  Principal  Accountants  and believes  that the provision of services for
activities  unrelated to the audit is compatible with  maintaining our Principal
Accountants independence.

     TheCompany  had no audit  committee  during the fiscal years ended December
31, 2005 and 2004; hence,  there were no pre-approval  policies or procedures in
effect during such fiscal years.

                                       32
<PAGE>
                                   SIGNATURES

     In accordance  with 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.

                                 Cavit Sciences, Inc.


Dated: Apri 12, 2007                  /s/ Colm J. King
                                      ------------------------------------------
                                 By:  Colm J. King
                                 Its: President and Chief Executive Officer

        In accordance with 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.


Dated: Apri 12, 2007                  /s/  Colm J. King
                                      ------------------------------------------
                                 By:  Colm J. King
                                 Its: President, Chief Executive Officer,
                                      Chief Operating Officer and Director
                                      (Principal Executive Officer, Principal
                                      Financial Officer and Principal
                                      Accounting Officer)


Dated: April 12, 2007                 /s/ Julio De Leon
                                      ------------------------------------------
                                 By:  Julio De Leon
                                 Its: Chief Financial Officer, Secretary and
                                      Director
                                      (Principal Financial Officer and Principal
                                      Accounting Officer)


Dated: April 12, 2007                 /s/ Raymond Bazley
                                      ------------------------------------------
                                 Its: Director


Dated: April 12, 2007                 /s/ Christopher Brown
                                      ------------------------------------------
                                 Its: Director


Dated: April 12, 2007                 /s/ Harvey Judkowitz
                                      ------------------------------------------
                                 Its: Director

                                       33
<PAGE>
                                INDEX TO EXHIBITS

Exhibit No.                           Description
-----------                           -----------
3(i).1*   Articles of  Incorporation  of Cavit  Sciences,  Inc.  filed April 12,
          2006, with the Secretary of State of Florida.

3(i).2*   Articles  of  Amendment  to the  Articles  of  Incorporation  of Cavit
          Sciences,  Inc.  filed on June 9, 2006 with the  Secretary of State of
          Florida.

3(ii)*    By-Laws of Cavit Sciences, Inc.

4.1*      Common  Stock  Purchase  Agreement  dated as of May 23,  2006,  by and
          between Cavit Sciences, Inc. and Raymond S. Bazley.

4.2*      Common  Stock  Purchase  Agreement  dated as of May 12,  2006,  by and
          between Cavit Sciences, Inc. and Robert Hennen.

4.3*      Common  Stock  Purchase  Agreement  dated as of May 25,  2006,  by and
          between Cavit Sciences, Inc. and Cortland Fund LLC.

4.4*      Common Stock  Purchase  Agreement  dated as of June 14,  2006,  by and
          between Cavit Sciences, Inc. and Margaret Smyth.

4.5*(a)   Asset  Purchase  Agreement  dated as of May 31,  2006,  by and between
          Cavit Sciences, Inc. and Hard to Treat Diseases, Inc.

4.6*      Cavit Sciences, Inc. Certificate of Common Stock

4.7*      Management,  Advisory and Support  Agreement dated as of June 1, 2006,
          by and between Cavit Sciences, Inc. and Hard to Treat Diseases, Inc.

4.8*(a)   Assignment  Agreement  between Dr. Leland Shapiro and Cavit  Sciences,
          Inc. dated July 7, 2006.

10.1*     Employment  Agreement dated May 1, 2006, between Cavit Sciences,  Inc.
          and Colm J. King.

10.2**    Agreement  between  Cavit  Sciences,  Inc.  and  Julio  De Leon  dated
          December 1, 2006 (effective November 1, 2006).

10.3**    Cavit Sciences, Inc. 2006 Employee and Consultant Stock Incentive Plan
          Adopted December 14, 2006.
<PAGE>
10.4***   Asset Purchase & Royalty  Agreement  between Cavit Sciences,  Inc. and
          Daycon Investors  Associates,  Inc., Americare  Nutritional  Division,
          dated February 13, 2007.

14*       Code of Ethics.

21+       Subsidiaries.

31.1+     Certification  of Principal  Executive  Officer  Pursuant to 18 U.S.C.
          Section 1350 and Section 302 of The Sarbanes-Oxley Act of 2002.

31.2+     Certification  of Principal  Financial  Officer  Pursuant to 18 U.S.C.
          Section 1350 and Section 302 of The Sarbanes-Oxley Act of 2002.

32.1+     Certification  of Principal  Executive  Officer  Pursuant to 18 U.S.C.
          Section 1350 and Section 906 of The Sarbanes-Oxley Act of 2002.

32.2+     Certification  of Principal  Financial  Officer  Pursuant to 18 U.S.C.
          Section 1350 and Section 906 of The Sarbanes-Oxley Act of 2002.

----------
*    Incorporated by reference to the Company's  Registration  Statement on Form
     SB-2, File Number 333-135740, filed with the Commission on July 13, 2006.
**   Incorporated by reference to the Company's Current Report on Form 8-K filed
     with the Commission on December 18, 2006.
***  Incorporated by reference to the Company's Current Report on Form 8-K filed
     with the Commission on February 14, 2007.
+    Filed herewith.
(a)  Certain  confidential  portions of this  Exhibit  were  omitted by means of
     marking  such  portions  with an asterisk  ("Mark").  This Exhibit has been
     filed separately with the Secretary of the SEC without the Mark pursuant to
     Registrant's  Application Requesting  Confidential Treatment under Rule 406
     under the  Securities  Act of 1933 for  which  confidential  treatment  was
     granted until August 31, 2007.
<PAGE>
                              CAVIT SCIENCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              Financial Statements

       For the Period from April 12, 2006 (inception) to December 31, 2006

                                      Index

                                                                     Page Number
                                                                     -----------

      Report of Independent Registered Public Accounting Firm            F-2

      Balance Sheet                                                      F-3

      Statement of Operations                                            F-4

      Statement of Cash Flows                                            F-5

      Statement of Changes in Stockholders' Equity                       F-6

      Notes to Financial Statements                                      F-7


                                      F-1
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have  audited  the  accompanying  balance  sheet of Cavit  Sciences,  Inc. (a
development stage company) as of December 31, 2006 and the related statements of
operations,  changes in stockholders'  equity and cash flows for the period from
April 12,  2006 (date of  inception)  to  December  31,  2006.  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 audit.

We conducted  our audit 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.  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  audit  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 Cavit  Sciences,  Inc. as of
December 31, 2006,  and the results of its operations and its cash flows for the
period  from  April  12,  2006  (date of  inception)  to  December  31,  2006 in
conformity with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  As more fully  described in Note 1 to
the financial  statements,  the Company has negative working capital of $77,216,
has incurred  losses since inception  totalling  $592,871 and has yet to achieve
profitable operations. The Company is working on various alternatives to improve
the Company's financial resources which are also described in Note 1. Absent the
successful  completion of one of these  alternatives,  the  Company's  operating
results will increasingly  become uncertain.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern;  however,  the
financial  statements  do not include any  adjustments  to reflect the  possible
future effects on the recoverability and classification of assets or the amounts
and  classification  of  liabilities  that may result  from the  outcome of this
uncertainty.


/s/ Infante & Company
-----------------------------
Hollywood, Florida
April 4, 2007

                                      F-2
<PAGE>
                              CAVIT SCIENCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                             As of December 31, 2006

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                                <C>
Current Assets
   Cash                                                                            $  34,013
   Due from affiliate                                                                  5,000
                                                                                   ---------
      Total current assets                                                            39,013
                                                                                   ---------

Patent application rights                                                                 --
                                                                                   ---------

      Total assets                                                                 $  39,013
                                                                                   =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable and accrued liabilities                                        $ 104,991
   Note payable                                                                       10,000
   Due to related party                                                                1,238
                                                                                   ---------
      Total current liabilities                                                      116,229
                                                                                   ---------

      Total liabilities                                                              116,229
                                                                                   ---------
Stockholders' Equity

   Capital stock
     Preferred stock, $0.01 par value, 5,000,000 shares authorized, none issued
     Common stock, $0.01 par value, 45,000,000 shares authorized 13,294,357
      common shares issued and outstanding                                           132,943
   Additional paid-in capital                                                        373,564
   Common stock to be issued                                                           9,148
   Accumulated deficit during the development stage                                 (592,871)
                                                                                   ---------

      Total stockholders' equity                                                     (77,216)
                                                                                   ---------

      Total liabilities and stockholders' equity                                   $  39,013
                                                                                   =========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                      F-3
<PAGE>
                              CAVIT SCIENCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
       For the period from April 12, 2006 (inception) to December 31, 2006


Operating Expenses
  General and administrative expenses                                   504,409
  Purchased R & D expenses                                               88,462
                                                                     ----------
Total Operating Expenses                                                592,871

Operating Loss                                                         (592,871)
                                                                     ----------

Net Loss                                                               (592,871)
                                                                     ==========

Basic and diluted loss per common share                              $     (.07)
                                                                     ==========

Weighted average number of common shares
 outstanding                                                          8,904,684
                                                                     ==========


    The accompanying notes are an integral part of these financial statements

                                      F-4
<PAGE>
                              CAVIT SCIENCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
       For the period from April 12, 2006 (inception) to December 31, 2006

Operating Activities
  Net loss for the period                                             $(592,871)
  Change in non-cash working capital balance related to operations:
    Stock to be issued for services                                       9,148
    Stock issued for services                                           150,344
    Stock issued for anti-dilution provisions                            20,704
    Purchased R & D cost                                                 88,462
    Impairment charge                                                    86,997
  Change in working capital items:
    Receivable from affiliate                                            (5,000)
  Increase in current liabilities
    Due to related parties                                                1,238
    Accounts payable and accrued liabilities                            104,991
                                                                      ---------
        Net cash flows used in operating activities                    (135,987)
                                                                      ---------
Investing Activities
  Purchase of intellectual property rights                              (20,000)
                                                                      ---------
        Net cash flows used in investing activities                     (20,000)
                                                                      ---------
Financing Activities
  Proceeds from sale of stock for cash                                  190,000
                                                                      ---------
        Net cash flows provided by financing activities                 190,000
                                                                      ---------

        Net increase in cash during the period                           34,013
                                                                      ---------

        Cash at beginning of the period                                      --
                                                                      ---------

        Cash, end of the period                                       $  34,013
                                                                      =========

The  Company did not pay any  amounts  for  interest or taxes  during the period
ended December 31, 2006.

Supplemental disclosure of cash flow information:

Non-Cash Activities:
  Exchange of 8,475,000 common shares to acquire intellectual
  property rights, dividends and spin-off from Hard to Treat
  Diseases, Inc.                                                      $ 145,459
                                                                      =========

  The Company issued a note for the acquisition of a patent
  application right                                                   $  10,000
                                                                      =========

    The accompanying notes are an integral part of these financial statements

                                      F-5
<PAGE>
                              CAVIT SCIENCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY
         For the period April 12, 2006 (inception) to December 31, 2006

<TABLE>
<CAPTION>
                                             Common Stock                          Accumulated
                                         --------------------       Additional   Deficit During
                                                         Par         Paid-in      Development    Shares to
                                         Number         Value        Capital         Stage       Be Issued      Total
                                         ------         -----        -------         -----       ---------      -----
<S>                                   <C>           <C>           <C>             <C>         <C>              <C>
Balance  at  Inception
 April 12, 2006                               --      $     --      $     --      $      --       $   --      $      --

Issuance of common stock
 for cash - at $0.08                   2,375,000        23,750       166,250             --           --        190,000

Issuance of common stock
 to  Hard  to  Treat  Diseases,
 Inc.  for  spin-off -at $0.0171
 - Note 2                              8,475,000        84,750        60,709             --           --        145,459

Issuance of common stock for
 consulting  services - at $0.08         455,000         4,550        31,850             --           --         36,400

Issuance of common stock for
 transfer  agent services - at $0.08     115,800         1,158         8,106             --           --          9,264

Issuance of common stock for
 legal services - at $0.08               314,750         3,147        22,033             --           --         25,180

Issuance of common stock to
 directors for fees - at $0.01           300,000         3,000            --             --           --          3,000

Issuance of common stock to
 directors for fees - at $0.08           387,500         3,875        27,125             --           --         31,000

Issuance of common stock to CEO
 & CFO for services - at $0.01            50,000           500            --             --           --            500

Issuance of common stock to CEO
 & CFO for services - at $0.08           562,500         5,625        39,375             --           --         45,000

Issuance of common stock to
 shareholders for anti-dilution -
 at $0.08                                258,807         2,588        18,116             --           --         20,704

Common shares to be issued to
 attorney for legal services -
 at $0.30                                     --            --            --             --        4,005          4,005

Common shares to be issued to
 transfer agent for services -
 at $0.30                                     --            --            --             --        5,143          5,143

Net loss                                      --            --            --       (592,871)          --       (592,871)
                                      ----------      --------      --------      ---------       ------      ---------

Balance, December 31, 2006            13,294,357      $132,943      $373,564      $(592,871)      $9,148      $ (77,216)
                                      ==========      ========      ========      =========       ======      =========
</TABLE>
    The accompanying notes are an integral part of these financial statements

                                      F-6
<PAGE>
                              CAVIT SCIENCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                December 31, 2006


Note 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE AND CONTINUANCE OF OPERATIONS

Cavit Sciences,  Inc. ("The Company" or "Cavit") is in the development stage and
is in the process of acquiring and developing  intellectual  property  rights to
treat  cancer and viral  diseases.  The  Company  plans to market such rights to
major drug companies.

Cavit was incorporated on April 12, 2006 under the laws of the State of Florida,
as a wholly owned subsidiary of Hard to Treat Diseases, Inc. ("Parent"), and was
spun-off  as a separate  entity  from the Parent  effective  May 31,  2006.  The
Company's  registration  statement  on  Form  SB-2  became  effective  with  the
Securities and Exchange Commission on October 16, 2006.

At December 31, 2006, the Company has negative  working capital of $77,216,  has
incurred  losses  since  inception  totalling  $592,871  and has yet to  achieve
profitable  operations.  The Company's ability to continue as a going concern is
dependent on raising additional capital to fund future operations and ultimately
to attain profitable  operations.  Accordingly,  these factors raise substantial
doubt  as to the  Company's  ability  to  continue  as a  going  concern.  These
financial  statements do not give affect to adjustments  that would be necessary
to the carrying values and  classification of assets and liabilities  should the
Company be unable to continue as a going concern.  Management  plans to continue
to provide for its capital  needs  during the year ending  December  31, 2007 by
issuing equity securities or by pursuing alternative  financing,  however, there
are no assurances that management's plans will be attained.

The financial  statements  of the Company have been prepared in accordance  with
accounting  principles  generally  accepted  in the  United  States of  America.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial  statements for a period necessarily
involves  the use of  estimates  which  have been made using  careful  judgment.
Actual results may vary from these estimates.

CASH AND CASH EQUIVALENTS

For  purposes  of the  statement  of  cash  flows,  the  Company  considers  all
investments  purchased  with a  maturity  of  three  months  or  less to be cash
equivalents.

CONCENTRATION OF CREDIT RISK

The Company has no significant  off-balance-sheet  concentrations of credit risk
such as foreign exchange  contracts,  options contracts or other foreign hedging
arrangements.  The Company  maintains the majority of its cash balances with one
financial institution, in the form of demand deposits.

DEVELOPMENT STAGE COMPANY

The Company complies with Financial  Accounting  Standards Board Statement No. 7
and for it's characterization of the Company as a Development Stage Enterprise.

                                      F-7
<PAGE>
                              CAVIT SCIENCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                December 31, 2006


Note 1 NATURE OF  OPERATIONS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
      (CON'T)

FINANCIAL INSTRUMENTS

The  carrying  value  of cash  and  accounts  payable  and  accrued  liabilities
approximates   their  fair  value  because  of  the  short   maturity  of  these
instruments.  It is  management's  opinion  that the  Company is not  exposed to
significant  interest,  currency or credit risks  arising  from these  financial
instruments.

INCOME TAXES

The  Company  accounts  for  income  taxes  under  the  Statement  of  Financial
Accounting  Standards No. 109,  "Accounting for Income Taxes" ("Statement 109").
Under Statement 109,  deferred tax assets and liabilities are recognized for the
future tax  consequences  attributable  to  differences  between  the  financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  tax bases.  Deferred tax assets and  liabilities  are measured using
enacted  tax rates  expected  to apply to  taxable  income in the years in which
those  temporary  differences  are expected to be  recovered  or settled.  Under
Statement 109, the effect on deferred tax assets and  liabilities of a change in
tax rates is  recognized  in income in the period that  includes  the  enactment
date.

LONG-LIVED ASSETS

The Company  accounts for  long-lived  assets under the  Statements of Financial
Accounting  Standards  Nos.  142 and 144  "Accounting  for  Goodwill  and  Other
Intangible  Assets" and  "Accounting  for  Impairment  or Disposal of Long-Lived
Assets"  ("SFAS  No.  142 and 144").  In  accordance  with SFAS No. 142 and 144,
long-lived assets,  goodwill and certain identifiable intangible assets held and
used by the Company are reviewed for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
goodwill and  intangible  assets,  the  recoverability  test is performed  using
undiscounted net cash flows related to the long-lived assets.

LOSS PER SHARE

Basic and diluted net loss per common share is computed  based upon the weighted
average common shares outstanding as defined by Financial  Accounting  Standards
No. 128,  "Earnings Per Share." During the year ended December 31, 2006, 258,807
common shares were issued with a value of $20,704 to certain  shareholders  as a
result of anti-dilutive clauses in their shareholder agreements with the Company
that were triggered due to the issuance of shares to other shareholders.

SHARE-BASED PAYMENT

In December  2004, the FASB issued SFAS No. 123R,  "Share-Based  Payment,"("SFAS
123R"), which revises SFAS No. 123,  "ACCOUNTING FOR STOCK-BASED  COMPENSATION."
SFAS 123R  supersedes  APB  Opinion  No.  25,  "ACCOUNTING  FOR STOCK  ISSUED TO
EMPLOYEES,"  and its  related  implementation  guidance.  SFAS 123R  establishes
standards  for the  accounting  for  transactions  in  which  an  entity  incurs
liabilities  in exchange for goods or services  that are based on the fair value
of the  entity's  equity  instruments  or that may be settled by the issuance of
those equity instruments.

                                      F-8
<PAGE>
                              CAVIT SCIENCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                December 31, 2006


Note 1 NATURE OF  OPERATIONS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
      (CON'T)

SFAS 123R does not  change  the  accounting  guidance  for  share-based  payment
transactions  with  parties  other than  employees  provided  in SFAS No. 123 as
originally issued and EITF Issue No. 96-18,  "ACCOUNTING FOR EQUITY  INSTRUMENTS
THAT ARE ISSUED TO OTHER THAN  EMPLOYEES FOR ACQUIRING,  OR IN CONJUNCTION  WITH
SELLING,  GOODS OR  SERVICES.."  SFAS 123R is effective for the first interim or
annual  reporting  period of the  company's  first fiscal year that begins on or
after June 15, 2005. The Company has implemented this pronouncement.

In March 2005, the U.S.  Securities and Exchange  Commission,  or SEC,  released
Staff  Accounting  Bulletin No. 107,  "SHARE-BASED  PAYMENTS,"  ("SAB 107"). The
interpretations in SAB 107 express views of the SEC staff, or `staff', regarding
the  interaction  between SFAS 123R and certain SEC rules and  regulations,  and
provide the  staff's  views  regarding  the  valuation  of  share-based  payment
arrangements  for public  companies.  In particular,  SAB 107 provides  guidance
related to share-based payment  transactions with non-employees,  the transition
from  non-public  to  public  entity  status,   valuation   methods   (including
assumptions  such as expected  volatility and expected term), the accounting for
certain  redeemable  financial  instruments  issued  under  share-based  payment
arrangements,  the  classification of compensation  expense,  non-GAAP financial
measures,  first-time adoption of SFAS 123R in an interim period, capitalization
of compensation cost related to share-based payment arrangements, the accounting
for income tax effects of share-based payment arrangements upon adoption of SFAS
123R, the  modification of employee share options prior to adoption of SFAS 123R
and disclosures in Management's  Discussion and Analysis  subsequent to adoption
of SFAS 123R.  SAB 107 requires  stock-based  compensation  be classified in the
same expense lines as cash compensation is reported for the same employees.  The
Company has adopted SAB 107.

Note 2 RELATED PARTIES

On May 31, 2006, the Company entered an Asset Purchase Agreement with the Parent
to acquire  intellectual  property rights relating to three patent applications.
In exchange for the intellectual  property rights,  the Company issued 8,475,000
shares of common stock to Parent at $0.017 per share.  The Company recorded this
transaction on its books at Parent's historical cost value of $145,459 which was
comprised of;  $56,997,  which is the  capitalized  portion of the  intellectual
property  relating  to legal  costs,  and $88,462 of  research  and  development
expenses.

On June 1, 2006 the  Company  entered  into a  management  advisory  and support
agreement  for a twelve  month  period  with its  former  Parent,  Hard to Treat
Diseases,  Inc.  for $1,000 per month which  includes  the use of office  space.
During the period from April 12, 2006 to December 31, 2006, the Parent collected
funds on behalf of the Company  and repaid  certain  expenses  on the  Company's
behalf. Per the agreement,  the Company paid $7,000 in management  advisory fees
to Hard to Treat  Diseases,  Inc. for the period from April 12, 2006 to December
31, 2006.

At December 31, 2006, the net balance due from affiliate  (former Parent) to the
Company was $5,000.

                                      F-9
<PAGE>
                              CAVIT SCIENCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                December 31, 2006


Note 2 RELATED PARTIES (CON'T)

The Company has accrued a total of $1,238 in due to related party liabilities at
December 31, 2006 which consists of unreimbursed expenses incurred by the CEO on
behalf of the Company. The advances are unsecured, non-interest bearing and have
no specific terms of repayment.

During the period ended December 31, 2006, the Company issued  2,375,000  shares
for cash  totalling  $190,000.  An additional  885,550 common shares were issued
with a value of $70,844 to providers of outside services to the Company; 687,500
common  shares were issued with a value of $34,000 to  directors  of the Company
for their  director  fees; and 612,500 common shares were issued with a value of
$45,500 to the CEO and CFO of the Company for their services.

Under the "2006 Employee and Consultant  Stock Incentive Plan", the directors of
the Company shall be compensated  $3,000 per quarter and the board approved this
payment in December  2006 via the issuance of 37,500  common shares with a value
of $.08 per share.  The CEO and CFO shall each be eligible  for year end bonuses
of $15,000 annually and these bonuses was paid in December 2006 via the issuance
of 187,500 common shares to both the CEO and CFO with a value of $.08 per share.

Note 3 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company  has  accrued a total of  $104,991  in accounts  payable and accrued
liabilities which consists of the following items:

     $ 10,411   accrued payables
       79,420   accrued CEO salary
       15,160   employment taxes for the CEO
     --------
     $104,991   Total accounts payable and accrued liabilities
     ========

Note 4 INCOME TAXES

As of December 31, 2006, the Company had a net operating loss  carryforward  for
income tax  reporting  purposes of $592,871  that may be offset  against  future
taxable income through 2026. Current tax laws limit the amount of loss available
to be  offset  against  future  taxable  income  when a  substantial  change  in
ownership  occurs.  Therefore,  the amount  available to offset  future  taxable
income  may be  limited.  No tax  benefit  has been  reported  in the  financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss  carryforwards are offset by a valuation  allowance of the same amount. For
the year ended  December 31, 2006,  the Company had computed a current  expected
tax  benefit  of  $208,000  from the net  operating  loss  which was offset by a
valuation  allowance.  The Company  used a 35% tax rate to compute the  benefit.
There was no income tax expense for the year ended December 31, 2006.

                                                    2006
                                                  ---------
     Deferred tax assets:
        Net operating loss carryforwards          $ 592,871
                                                  ---------
     Gross deferred tax assets                      208,000
     Less:  valuation allowance                    (208,000)
                                                  ---------
        Net deferred tax asset                    $      --
                                                  =========

                                      F-10
<PAGE>
                              CAVIT SCIENCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                December 31, 2006


Note 5 STOCKHOLDERS' EQUITY

The Company is authorized to issue 5,000,000  shares of preferred stock $.01 par
value and  45,000,000  shares  of  common  stock  $.01 par  value.  The Board of
Directors may make the provisions of the preferred  stock prior to issuance.  As
of December 31, 2006, no shares of preferred stock have been issued.  During the
period from inception  through December 31, 2006, the Company issued  13,294,357
shares of common  stock to pay for  services,  for cash,  and to acquire  patent
application  rights.  There are no options or warrants issued as of December 31,
2006.

On  October  18,  2006,  Cavit  entered  into a  Financial  Consulting  Services
Agreement with Aaron Capital Inc. for financial  services.  Cavit issued 100,000
shares of  restricted  common  stock  and is  obligated  to pay  $3,000 to Aaron
Capital Inc. per the agreement.

During  October  2006,  shareholders  holding  notes payable of $10,000 from the
Company  accepted the Company's  offer to allow them to convert these notes into
Cavit common stock at $.08 per share.

During October 2006,  Cavit entered into four Common Stock  Purchase  Agreements
for the sale of Cavit  unregistered  common stock at $.08 per share. As a result
of the agreements Cavit raised $51,000.

On November 8, 2006 Cavit entered into a Consulting Agreement,  regarding advice
and guidance in forming business relationships,  for a term of one year with Dr.
Serge Sira.  Cavit is obligated to issue  200,000  shares of  restricted  common
stock to Dr. Serge Sira.

The Company  adopted its "2006 Employee and Consultant  Stock Incentive Plan" on
December  14,  2006.  The Plan  reserves  2,000,000  common  shares for grant to
eligible  consultants  and  employees  of the  Company,  the  terms of which are
determined and issued at the discretion of the Board of Directors.

The Company incurred $4,005 in legal services as of December 31, 2006 that is to
be paid in 13,350 shares of restricted common stock.

The Company  incurred $5,143 in stock transfer  services as of December 31, 2006
that is to be paid in 17,144 shares of restricted common stock.

Note 6 COMMITMENTS AND CONTINGENCIES

The Company has executed a three year  employment  agreement  with its President
and CEO. The  agreement  began on May 1, 2006.  The  agreement  calls for annual
compensation  of  $180,000,  annual  increases  of 10% on the prior  year's base
salary, 50,000 shares of restricted common stock every six months, and the other
benefits standard to an executive employee.

Note 7 PATENT ACQUISITION

On May 31, 2006,  the Company  acquired  intellectual  property  rights from its
former  Parent,  consisting  of three  patent  applications.  The  Company  paid
$145,459 by issuing 8,475,000 shares of its common stock at a value of $.017 per
share.  The value paid for such  intellectual  property  consisted of $56,997 in
legal fees and $88,462 of purchased research and development costs ("R&D").  The
Company did not pay for the former Parent's  overhead  expenses  related to R&D.

                                      F-11
<PAGE>
                              CAVIT SCIENCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                December 31, 2006


Note 7 PATENT ACQUISITION (CON'T)

Such costs  amounted to $47,060  for the period from  January 1, 2004 to May 31,
2006 when the Parent  began to expend  resources  to develop  such  intellectual
property rights.

On July 7, 2006,  the Company  entered into an assignment  agreement  whereby it
acquired a portion of the rights to a patent application entitled,  "Methods and
Compositions for Treatment of Viral Infections".

As required by SFAS 142, the Company  conducted an impairment test of its patent
application  rights to measure  their fair  value (as  defined by SFAS 142).  At
December 31, 2006,  the Company  recorded an impairment  charge of $86,997 which
was  primarily  due to the fact that such  patents are not  currently  producing
revenues or cash flows. The book value of the patent application rights does not
reflect the future  potential  of our patents as the patent  rights are still in
the application phase.
..
Note 8 NON-CASH ACTIVITIES

During the year ended  December 31, 2006,  the Company  recognized  the value of
8,475,000  common shares issued (Note 2) to Hard to Treat  Diseases,  Inc with a
value of  $145,459;  and  2,444,357  common  shares  issued  (Note 2) to outside
service  providers,  directors,  officers,  and  shareholders  with a  value  of
$171,048.

Note 9 NOTE PAYABLE

The Company was assigned a portion of the patent  application  rights  entitled,
"Methods and Compositions for Treatment of Viral  Infections" for $30,000 with a
down payment of $10,000 and one subsequent  $10,000 payment through December 31,
2006.  As a result  of the first  two  payments  being  made,  there is  $10,000
remaining as a note payable due May 10, 2007. This is an unsecured  non-interest
bearing demand note.

Note 10 SUBSEQUENT EVENTS

Cavit  signed an asset  purchase  and royalty  agreement  with Daycon  Investors
Associates,  Inc., Americare Nutritional Division  ("Americare") on February 14,
2007 enabling Cavit to  commercialize a complete food supplement and herbal line
for the  enhancement of health.  Under the Asset  Purchase & Royalty  Agreement,
Cavit has obtained the ingredients,  combinations  and proprietary  formulations
which have beneficial effects upon certain body conditions,  including,  but not
limited to; heart disease,  cancer,  diabetes,  obesity,  hypertension,  stress,
arterial buildup, cardiovascular diseases, menopausal symptoms and cholesterol.

Cavit has agreed to pay  Americare  $250,000,  which  includes the knowledge and
expertise  of Dr.  Joseph P.  D'Angelo in  developing  and  commercializing  new
products.  Americare is also entitled to receive additional  payments consisting
of royalties upon commercial launch of each product and on net sales.

                                      F-12