SECURITIES
AND EXCHANGE COMMISSION
 
 Washington,
D.C.  20549
 ______________________
 
 FORM
10-Q
 
 [
X ] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934
 
 For the
quarter ended February 28, 2009
 
 OR
 
 [   ]
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
 
 For the
transition period from ________ to ___________
 
 Commission
file number: 333-119915
 
 CANCER
THERAPEUTICS, INC.
 (Name of
Small Business Issuer in Its Charter)
 
 
 Delaware
                
                20-1499421(State
      or Other Jurisdiction
                  of
      Incorporation or Organization)
                
                (IRS
      Employer
                  Identification
      No.)10757
      South River Front Pkwy, Suite 125South
      Jordan, Utah
                
                84095(Address
      of Principal Executive Offices)
                
                (Zip
      Code)
 
 
 
 (801) 816-2533Issuer’s
      Telephone Number, Including Area Code
 
 
 (Former
name or former address and former fiscal year, if changed since last
report.)
 
 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.  Yes [X] No
[   ]
 
 Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, non-accelerated
filer, or a smaller reporting company.  See definition
of  “large accelerated filer,”   “accelerated filer,”
and “smaller reporting company in Rule 12b-2 of the Exchange
Act.  (Check one):
 
 Large Accelerated Filer
[  ]    Accelerated Filer
[  ]     Non-Accelerated Filer
[  ]
 Smaller
reporting company  [ X ]
  Table of Contents
  
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
 Yes [X]
No [   ]
 
 APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
 
 Check whether the registrant has filed
all documents and reports required to be filed by Sections 12, 13, or 15(d) of
the Exchange Act of 1934 after the distribution of securities under a plan
confirmed by a court. Yes [   ]   No
[   ]
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS
 
 State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable
date.  As of April 10, 2009, the Company had outstanding 4,129,477
shares of common stock, par value $0.001per share.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  2
 Table of Contents
  
 
 
 PART
I
 
 FINANCIAL INFORMATION
 
 The
Financial Statements of the Company are prepared as of February 28,
2009.
 
 ITEM
      1.
              FINANCIAL
      STATEMENTS REQUIRED BY FORM 10-Q
 
 
 CONTENTSBalance
      Sheets
              4Statements
      of Operations
              5Statements
      of Cash Flows
              6Notes
      to the Financial Statements
              7
 
 
 
 
 
 
 
  3
 Table of Contents
  CANCER
      THERAPEUTICS, INC.Balance Sheets(Unaudited)ASSETSFebruary
      28,
                                          
                                          
                                          May
      31,2009
                                          
                                          
                                          2008CURRENT
      ASSETSCash
      and cash equivalents
                                          
                                          $
                                          21
                                          
                                          
                                          $
                                          51Total
      Current Assets
                                          
                                          
                                          21
                                          
                                          
                                          
                                          51TOTAL
      ASSETS
                                          
                                          $
                                          21
                                          
                                          
                                          $
                                          51LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                                          
                                          $
                                          205,127
                                          
                                          
                                          $
                                          191,638Due
      to related parties
                                          
                                          
                                          125,533
                                          
                                          
                                          
                                          112,445Notes
      payable
                                          
                                          
                                          50,000
                                          
                                          
                                          
                                          50,000Notes
      payable - related parties
                                          
                                          
                                          165,994
                                          
                                          
                                          
                                          165,994Total
      Current Liabilities
                                          
                                          
                                          546,654
                                          
                                          
                                          
                                          520,077STOCKHOLDERS'
      DEFICITCommon
      stock, $0.001 par value; 100,000,000 sharesauthorized,
      4,157,688 shares issued,4,129,477
      shares outstanding
                                          
                                          
                                          4,158
                                          
                                          
                                          
                                          4,158Treasury
      stock, 28,211 shares
                                          
                                          
                                          (14,106
                                          )
                                          
                                          
                                          (14,106
                                          )Additional
      paid-in capital
                                          
                                          
                                          2,517,862
                                          
                                          
                                          
                                          2,517,862Accumulated
      deficit
                                          
                                          
                                          (3,054,547
                                          )
                                          
                                          
                                          (3,027,940
                                          )Total
      Stockholders' Deficit
                                          
                                          
                                          (546,633
                                          )
                                          
                                          
                                          (520,026
                                          )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                          
                                          $
                                          21
                                          
                                          
                                          $
                                          51The
      accompanying notes are an integral part of these financial
      statements
 4
 Table of Contents
  CANCER
      THERAPEUTICS, INC.Statements of Operations(Unaudited)For
      the Three Months Ended
                                          
                                          
                                          For
      the Nine Months EndedFebruary
      28,
                                          
                                          
                                          February
      29,
                                          
                                          
                                          February
      28,
                                          
                                          
                                          February
      29,2009
                                          
                                          
                                          2008
                                          
                                          
                                          2009
                                          
                                          
                                          2008NET
      REVENUES
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          75OPERATING
      EXPENSESGeneral
      and administrative
                                          
                                          
                                          358
                                          
                                          
                                          
                                          68
                                          
                                          
                                          
                                          665
                                          
                                          
                                          
                                          3,396Professional
      fees
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,250
                                          
                                          
                                          
                                          9,500
                                          
                                          
                                          
                                          16,700Total
      Operating Expenses
                                          
                                          
                                          358
                                          
                                          
                                          
                                          2,318
                                          
                                          
                                          
                                          10,165
                                          
                                          
                                          
                                          20,096LOSS
      FROM OPERATIONS
                                          
                                          
                                          (358
                                          )
                                          
                                          
                                          (2,318
                                          )
                                          
                                          
                                          (10,165
                                          )
                                          
                                          
                                          (20,021
                                          )OTHER
      INCOME (EXPENSES)Gain
      on sale of assets
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          14,106Interest
      expense
                                          
                                          
                                          (5,497
                                          )
                                          
                                          
                                          (5,084
                                          )
                                          
                                          
                                          (16,442
                                          )
                                          
                                          
                                          (14,919
                                          )Total
      Other Income (Expenses)
                                          
                                          
                                          (5,497
                                          )
                                          
                                          
                                          (5,084
                                          )
                                          
                                          
                                          (16,442
                                          )
                                          
                                          
                                          (813
                                          )LOSS
      BEFORE INCOME TAXES
                                          
                                          
                                          (5,855
                                          )
                                          
                                          
                                          (7,402
                                          )
                                          
                                          
                                          (26,607
                                          )
                                          
                                          
                                          (20,834
                                          )INCOME
      TAX EXPENSE
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -NET
      LOSS
                                          
                                          $
                                          (5,855
                                          )
                                          
                                          $
                                          (7,402
                                          )
                                          
                                          $
                                          (26,607
                                          )
                                          
                                          $
                                          (20,834
                                          )BASIC
      NET LOSS PER SHARE
                                          
                                          $
                                          (0.00
                                          )
                                          
                                          $
                                          (0.00
                                          )
                                          
                                          $
                                          (0.01
                                          )
                                          
                                          $
                                          (0.01
                                          )WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
                                          
                                          
                                          4,129,477
                                          
                                          
                                          
                                          4,129,477
                                          
                                          
                                          
                                          4,129,477
                                          
                                          
                                          
                                          4,138,880The
      accompanying notes are an integral part of these financial
      statements
    5
 Table of Contents
  CANCER
      THERAPEUTICS, INC.Statementsof Cash Flows(Unaudited)For
      the Nine Months EndedFebruary
      28,
                                      
                                      
                                      February
      29,2009
                                      
                                      
                                      2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                      
                                      $
                                      (26,607
                                      )
                                      
                                      $
                                      (20,834
                                      )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Gain
      on sale of assets
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (14,106
                                      )Changes
      in operating assets and liabilities:Accounts
      payable and accrued expenses
                                      
                                      
                                      13,489
                                      
                                      
                                      
                                      13,038Due
      to related parties
                                      
                                      
                                      13,088
                                      
                                      
                                      
                                      15,019Net
      Cash Used by Operating Activities
                                      
                                      
                                      (30
                                      )
                                      
                                      
                                      (6,883
                                      )CASH
      FLOWS FROM INVESTING ACTIVITIES:
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable - related parties
                                      
                                      
                                      -
                                      
                                      
                                      
                                      6,550Net
      Cash Provided by Financing Activities
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      6,550NET
      DECREASE IN CASH AND CASH EQUIVALENTS
                                      
                                      $
                                      (30
                                      )
                                      
                                      $
                                      (333
                                      )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                      
                                      
                                      51
                                      
                                      
                                      
                                      1,013CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                                      
                                      $
                                      21
                                      
                                      
                                      $
                                      680SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      Payments For:Interest
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      574Income
      taxes
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -The
      accompanying notes are an integral part of these financial
      statements
 
 
 
  6
 Table of Contents
  CANCER
THERAPEUTICS, INC.
 Notesto the Financial
Statements
 February
28, 2009
 
 
 NOTE
      1
              BASIS
      OF FINANCIAL STATEMENT PRESENTATION
 
 The
      accompanying unaudited consolidated financial statements have been
      prepared by the Company pursuant to the rules and regulations of the
      Securities and Exchange Commission.  Certain information and
      footnote disclosures normally included in financial statements prepared in
      accordance with U.S. generally accepted accounting principles have been
      condensed or omitted in accordance with such rules and
      regulations.  The information furnished in the interim financial
      statements includes normal recurring adjustments and reflects all
      adjustments, which, in the opinion of management, are necessary for a fair
      presentation of such financial statements.  Although management
      believes the disclosures and information presented are adequate to make
      the information not misleading, it is suggested that these interim
      consolidated financial statements be read in conjunction with the
      Company’s audited financial statements and notes thereto included in its
      Form 10KSB filed on September 15, 2008.  Operating results for
      the nine months ended February 28, 2009 are not necessarily indicative of
      the results to be expected for the year ending May 31,
    2009.
 
 NOTE
2     GOING CONCERN CONSIDERATIONS
 
 The
accompanying financial statements have been prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  As reported in its Annual Report on Form 10-KSB for the
fiscal year ended May 31, 2008, the Company’s stockholders’ deficit was $520,025
and had a working capital deficit, continued losses, and negative cash flows
from operations.  These factors combined, raise substantial doubt
about the Company’s ability to continue as a going
concern.  Management’s plans to address and alleviate these concerns
are as follows:
 
 The
Company’s management continues to develop a strategy of exploring all options
available to it so that it can develop successful operations and have sufficient
funds, therefore, as to be able to operate over the next twelve
months.  The Company is attempting to improve these conditions by way
of financial assistance through issuances of additional equity and by generating
revenues through sales of products and services.  No assurance can be
given that funds will be available, or, if available, that it will be on terms
deemed satisfactory to management.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually attain profitable operations.  The
accompanying condensed consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result from
the outcome of these uncertainties.
 
 NOTE
3     DISPOSITION OF OPERATING ASSETS
 
 Effective
July 31, 2007, the Company sold all of its operating assets to a shareholder in
exchange for the return of 28,211 shares of common stock which are now held in
Treasury.  This transaction resulted in a gain on the sale of assets
in the amount of $14,106 as shown on the statement of operations for the nine
months ended February 29, 2008.
 
 
 
  7
 Table of Contents
  
 ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
 
 You
      should read the following discussion of the company's financial condition
      and results of operations in conjunction with the audited financial
      statements and related notes included in the filing of the company’s
      latest annual 10-KSB.  This discussion may contain
      forward-looking statements, including, without limitation, statements
      regarding our expectations, beliefs, intentions, or future strategies that
      are signified by the words "expects," "anticipates," "intends,"
      "believes," or similar language.  Actual results could differ
      materially from those projected in the forward looking
      statements.  You should carefully consider the information under
      the caption "Risk Factors" in this filing, in addition to the other
      information set forth in this report.  We caution you that
      Cancer Therapeutics’ business and financial performance is subject to
      substantial risks and
uncertainties.
 
 Overview
 
 On July
31, 2007, the Company sold all operating assets to a shareholder of the
Company.  This transaction resulted in the Company becoming a shell
(as defined in Rule 12b-2 of the Exchange Act).
 
 Results
of Operations
 
 Following
is our discussion of the relevant items affecting results of operations for the
periods ended February 28, 2009 and 2008.  The operations of the
Company are continually decreasing as it has entered into shell
status.
 
 Revenues.  Cancer
Therapeutics generated zero and $75, respectively, in net revenues during the
nine months ended February 28, 2009 and 2008.  As the Company has
entered into shell status, revenues are expected to be at or near zero for the
foreseeable future.
 
 Potential Liability for a Violation
of the Securities Act of 1933.  Some of our
shareholders received their shares as a result of the liquidation of Immune
Complex Corporation.  The shares received were not registered under
the Securities Act and did not qualify for an exemption there
from.  447,688 shares were received by 132 shareholders as a result of
the liquidation of Immune Complex Corporation.  Consequently, we may
be liable to each of our shareholders who received shares of Cancer Therapeutics
in connection with this liquidation.  We may be required to rescind
the transaction in which the shares of Cancer Therapeutics were distributed to
our shareholders, and may also be required to compensate these
shareholders.  Our management has estimated the potential liability of
Cancer Therapeutics in this respect at $.03 to $.05 per share at the time of
distribution which equates to a potential liability of $13,431 to
$22,384.  This was the estimated value of Cancer Therapeutics at the
time of distribution as determined by our board of directors.  The
shareholders who received shares did not pay any consideration for their
shares.  We have noted this estimated potential liability in the notes
to our financial statements.
 
 General and Administrative
Expenses.  Our general and administrative expenses have been
comprised of administrative wages and benefits; contract labor; occupancy and
office expenses; travel and other miscellaneous office and administrative
expenses.  General and administrative expenses for the nine months
ended February 28, 2009 was $665, compared to $3,396 during the nine months
ended February 29, 2008.  As the Company has entered into shell
status, all expenses are expected to continue to decrease and approach zero for
the foreseeable future.
 
 Professional
Fees.  Our professional fees include outside legal, accounting
and other professional fees.  Professional fees for the nine months
ended February 28, 2009 were $9,500, compared to $16,700 during the nine months
ended February 29, 2008.  Although the Company is in shell status,
accounting and auditing services are continually provided to the company in
conjunction with the audits and preparation of the financial
statements.
 
 Gain on Sale of
Assets.During the nine months ended February 29, 2008, the
Company sold certain assets in exchange for stock held by a
shareholder.  This resulted in a gain on the sale of assets
in
  8
 Table of Contents
  the
amount of $14,106 which is the corresponding amount held in Treasury
stock.
 
 Other Expenses.  Expenses incurred
in this category were comprised of interest expense associated with promissory
notes issued by the Company and interest due to the IRS on unpaid payroll
taxes.  Interest expense for the nine months ended February 28, 2009,
was $16,442 compared to $14,919 during the nine months ended February 29,
2008.  No major change is expected in interest expense until the
Company is able to pay down the promissory notes.
 
 Off-Balance
Sheet Arrangements.
 
 Cancer
Therapeutics is not subject to any off-balance sheet arrangements.
 
 Personnel
 
 Cancer
Therapeutics has -0- full-time employees.  However, the CEO and other
project-based contract personnel are utilized to carry out our
business.  These project-based contract personnel are temporary
engagements used to assist us.
 
 Liquidity
and Capital Resources
 
 Since
inception, we have financed our operations from a combination of loans, issuance
of promissory notes, and from business revenues.  As of February 28,
2009, our primary source of liquidity consisted of $21 in cash and cash
equivalents.  Cancer Therapeutics has sustained significant net losses
which have resulted in an accumulated deficit at February 28, 2009 of
$3,054,547.  Our losses raise doubts about our ability to continue the
business of Cancer Therapeutics as a going concern.  Our current
financial condition is dire.  We have defaulted on several loans, and
are currently in settlement with the Internal Revenue Service for unpaid
taxes.  Consequently, we anticipate that we will require additional
cash inflows from increased revenues or sales of debt or equity capital to
maintain operations and/or finance substantial business initiatives that may
arise.  With the expected cash requirements for the coming months,
without additional cash inflows from an increase in revenues and from the sale
of shares pursuant to this offering, we have substantial doubt as to our ability
to continue to operate.  We believe our present capital resources are
insufficient for ongoing operation.  We cannot assure you that we will
be able to raise sufficient funds to further develop and market our
services.  Our lack of funds will materially affect Cancer
Therapeutics, and may cause us to cease operations.  Consequently, you
could incur a loss of your entire investment in Cancer
Therapeutics.
 
 FORWARD
LOOKING STATEMENTS AND RISK FACTORS
 
 Forward
Looking Statements
 
 When used in this report, the words,
“believes,” “plans,” “expects,” and similar expressions are intended by us to
identify forward-looking statements within the meaning of and Section 21E of the
Securities Exchange Act of 1934, as amended.  Such statements are
subject to certain risks and uncertainties, including those discussed below,
that could cause actual results to differ materially from those we have
projected.  These forward-looking statements speak only as of the date
hereof.  All of these forward-looking statements are based on our
estimates and assumptions, which although we believe them to be reasonable, are
inherently uncertain and difficult to predict.  We cannot assure you
that the benefits anticipated in these forward-looking statements will be
achieved.
 
 We undertake no obligation to update
any forward-looking statements, but you are advised to consult any further
disclosures by Cancer Therapeutics on this subject in its subsequent filings
pursuant to the Securities Exchange Act of 1934.  Furthermore, we are
providing these cautionary statements identifying risk factors, listed below,
that could cause our actual results to differ materially from expected and
historical results.  It is not possible for our management to foresee
or identify all such factors.  Consequently, this list should not be
considered an exhaustive statement of all potential risks, uncertainties and
inaccurate assumptions.
  9
 Table of Contents
  
 RISK
FACTORS
 
 Operating Risks
 
 We May be Subject
to Liability for a Violation of the Securities Act of
1933.  Some of our shareholders received their shares as a
result of the liquidation of Immune Complex Corporation on June 8,
2000.  The shares received were not registered under the Securities
Act and did not qualify for an exemption there from.  Consequently, we
may be liable to each of our shareholders who received shares of Cancer
Therapeutics in connection with this liquidation.  We may be required
to rescind the transaction in which the shares of Cancer Therapeutics were
distributed to our shareholders, and may also be required to compensate these
shareholders.  Our management has estimated the potential liability of
Cancer Thereapeutics in this respect at $.03 to $.05 per share at the time of
distribution which equates to a potential liability of $13,431 to
$22,384.  We have noted this estimated potential liability in the
notes to our financial statements.
 
 We have Defaulted Loan
Obligations.We
received loans to continue operations as detailed in our financial
statements.  These loans are in default or may be in default upon
demand by the creditors.  As a result of our default position, these
creditors may obtain judgment or other lawful remedies to collect on the debts
now or in the future.  We will still need to raise additional capital
or increase our business profits to satisfy these creditors.  We
cannot assure you that we will be successful in repaying any or all of these
creditors.  As of February 28, 2009, the total amount due on these
loans was $332,902 which consists of $215,994 of principal and $116,908 of
interest.
 
 We Have
Consistently Operated at a Loss.  Cancer
Therapeutics was organized in 1991 and has consistently operated at a loss, and
we cannot assure you that we will be able to operate Cancer Therapeutics
profitably.  In the event we are unsuccessful at operating our
business profitably, we cannot assure you that Cancer Therapeutics could
successfully become involved in any other business venture.  We
presently have no plans, commitment, or arrangements with respect to any other
potential business venture.
 
 We have no
Operating Capital, and We Must Raise Additional Capital to Remain in
Business.  We presently
have no operating capital and are dependent upon future fundraising efforts to
provide the minimum capital necessary to continue our business.  Such
fundraising efforts may include the sale of additional shares of Cancer
Therapeutics such as is contemplated in this offering or will involve commercial
borrowing.  Although we believe that our status as a publicly-traded
company will enhance our ability to raise additional capital, our financial
condition is dire and we are currently operating with no or very little working
capital, and several loan obligations.  We cannot assure you that such
our shares will ever be publicly traded and capital will be available to meet
the costs of our operations, or that it will be available on acceptable
terms.  Even if we raise the maximum amount of fundraising, we will
still need to raise additional capital to operate our
company.  Presently, our current offering is our sole source of
potential funding and we have no commitments or arrangements from commercial
lenders or other sources.
 
 Investment Risks
 
 Speculative
Investment.  The shares of the
Company’s common stock are a speculative investment. To date, the Company has
generated substantial losses and has yet to achieve a profit.  If the
Company fails to generate profits, it is unlikely that the Company will be able
to meet its financial
 obligations
and investors could lose their entire investments.
 
 Securities Class
Action Claims Based Upon Price Fluctuation.  Securities class
action claims have been brought against issuing companies in the past after
volatility in the market price of a company’s securities.  With
respect to the Company, such litigation could be very costly and divert the
attention of the Company’s management and resources, and any adverse
determination in such litigation could also subject the Company to significant
liabilities, any or all of which could have a material adverse
  10
 Table of Contents
  effect on
the Company’s business, results of operations, and financial
condition.
 
 No Active
Market.  Although the
Company’s shares are traded on the NASD Electronic Bulletin Board, the Company
believes that the public trading price may be an inaccurate representation of
the value of the Company because there is little or no trading volume in the
Company’s shares and no analysts or NASD market makers actively follow the
Company.
 
 No
Dividends.  The Company does
not anticipate paying dividends on its Common Stock  in the
foreseeable future, and may be restricted from paying dividends in the future
pursuant to subsequent financing arrangements.
 
 You Could be
Diluted from the Issuance of Additional Common and Preferred
Stock.  Cancer Therapeutics is authorized to issue up to
100,000,000 shares of common stock and 10,000,000 shares of preferred
stock.  To the extent of such authorization, our board of directors
will have the ability, without seeking shareholder approval, to issue additional
shares of common stock in the future for such consideration as the board may
consider sufficient.  The issuance of additional common stock in the
future may reduce your proportionate ownership and voting
power.
 
 ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 As a
smaller reporting company we are not required to provide this
information.
 
 ITEM
4.  CONTROLS AND PROCEDURES
  Management’s
Report on Disclosure Controls and Procedures
  We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to our
management, to allow for timely decisions regarding required
disclosure.
  As of
February 28, 2009, the end of our third quarter covered by this report, we
carried out an evaluation, under the supervision of our Chief Executive Officer
and Controller, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, we concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this annual report.  Our board of directors has only
one member.  We do not have a formal audit committee.
  Management’s
Report on Internal Control over Financial Reporting
  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Securities Exchange Act, as amended). In fulfilling this responsibility,
estimates and judgments by management are required to assess the expected
benefits and related costs of control procedures. The objectives of internal
control include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or
disposition, and that transactions are executed in accordance with management’s
authorization and recorded properly to permit the preparation of consolidated
financial statements in conformity with accounting principles generally accepted
in the United States. Our management assessed the effectiveness of our internal
control over financial reporting as of February 28, 2009. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated
Framework. Our management has concluded that, as of February 28, 2009,
our internal control over financial reporting is effective in providing
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with US
generally accepted accounting principles.
   11
 Table of Contents
   This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this annual report.
  Inherent
limitations on effectiveness of controls
  Internal
control over financial reporting has inherent limitations which include but is
not limited to the use of independent professionals for advice and guidance,
interpretation of existing and/or changing rules and principles, segregation of
management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
  Changes
in Internal Control over Financial Reporting
  There
have been no significant changes in our internal controls over financial
reporting that occurred during the quarter ended February 28, 2009 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.
   PART
II
 
 OTHER
INFORMATION
 
 ITEM
      1.
              LEGAL
      PROCEEDINGS
 
 None.
 
 ITEM
1A.                                                                       RISK
FACTORS
 
 As a smaller reporting company, we are
not required to provide the information required by this item.
 
 ITEM
      2.
              UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
 
 None.
 
 
 ITEM
      3.
              DEFAULTS
      UPON SENIOR SECURITIES
 
 None
 
 ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS
 
 Not Applicable.
  12
 Table of Contents
  
 ITEM
      5.
              OTHER
      INFORMATION
 Not
applicable.
 
 ITEM
      6.
              EXHIBITS
 
 The
      following documents are filed as exhibits to this Form
    10-Q:
  13
 Table of Contents
  
 
 INDEX
TO EXHIBITS
 
 
 Exhibit
                            Number
                          
                          Title of Document3.1
                          
                          Certificate
      of Incorporation of Cancer Therapeutics, Inc., a Delaware corporation.
      (1)3.2
                          
                          Bylaws
      of Cancer Therapeutics, Inc., a Delaware corporation.
  (2)4.1
                          
                          Form
      of Common Stock Certificate. (3)5.1
                          
                          Opinion
      of Kenneth I. Denos, P.C., Attorney at Law (including consent).
      (4)10.1
                          
                          Warrant
      Issued to Healthcare Enterprise Group, Inc. (5)10.2
                          
                          Engagement
      Agreement between the Registrant and John Thomas, Esq.
  (6)10.3
                          
                          Accounting
      Services Agreement between the Registrant and Chene C. Gardner
      (7)10.4
                          
                          Engagement
      Agreement between the Registrant and Kenneth I. Denos, P.C.
      (8)10.5
                          
                          Advisory
      Agreement between the Registrant and Industrial Management & Equity
      Limited (9)10.6
                          
                          Form
      of Subscription Agreement between Cancer Therapeutics and Investors
      (10)10.7
                          
                          Escrow
      Agreement (11)10.8
                          
                          Summary
      of Oral Agreement between the Registrant and Robert K. Oldham
      (12)10.9
                          
                          Summary
      of Oral Agreement between the Registrant and Walter Lewko
    (13)10.10
                          
                          Appointment
      Letter for Mike K. Low (14)10.11
                          
                          Specimen
      Contract with John D. Archibold Memorial Hospital, Inc.
    (15)23.1
                          
                          Consent
      of Bouwhuis, Morrill and Company, LLC. (16)23.2
                          
                          Consent
      of Kenneth I. Denos, P.C. (Filed as part of Exhibit 5.1).
    (17)99.1
                          
                          Senate
      Bill 341
(18)
  14
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 31
                    
                    Certification
      by Chief Executive Officer and Chief Financial Officer, Chene Gardner,
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32
                    
                    Certification
      by Chief Executive Officer and Chief Financial Officer, Chene Gardner,
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
 
 
 (1)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (2)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (3)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (4)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (5)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (6)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (7)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (8)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (9)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (10)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (11)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (12)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (13)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (14)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (15)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (16)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (17)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 (18)
                Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.
 
 
 
 
 
  15
 Table of Contents
  SIGNATURES
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
 CANCER
      THERAPEUTICS, INC.Date:
      April 14, 2009
                BY:
      /S/ Chene GardnerChene
      GardnerChief
      Executive Officer
 
 
 16