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 November 30, 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 ]








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 January 12, 2009, the Company had outstanding 85,569,477
shares of common stock, par value $0.001per share.




























































































2











PART
I





FINANCIAL
INFORMATION





The
Financial Statements of the Company are prepared as of November 30,
2009.





ITEM
      1.
            FINANCIAL
      STATEMENTS REQUIRED BY FORM 10-Q





3





CONTENTSBalance Sheets
            5Statements of Operations
            6Statements of Cash
      Flows
            7Notes to the Financial
      Statements
            8























4


CANCER
      THERAPEUTICS, INC.Balance SheetsASSETSNovember
      30,
              
              
              May
      31,2009
              
              
              2009(Unaudited)CURRENT
      ASSETSCash
      and cash equivalents
              
              $
              995
              
              
              $
              760Total
      Current Assets
              
              
              995
              
              
              
              760OTHER
      ASSETSLoans
      receivable
              
              
              3,445
              
              
              
              -Investment
      in subsidiary
              
              
              89,622
              
              
              
              42,972Total
      Other Assets
              
              
              93,067
              
              
              
              42,972TOTAL
      ASSETS
              
              $
              94,062
              
              
              $
              43,732LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              $
              122,698
              
              
              $
              127,115Due
      to related parties
              
              
              4,341
              
              
              
              4,341Notes
      payable
              
              
              100,000
              
              
              
              50,000Total
      Current Liabilities
              
              
              227,039
              
              
              
              181,456TOTAL
      LIABILITIES
              
              
              227,039
              
              
              
              181,456STOCKHOLDERS'
      DEFICITCommon
      stock, $0.001 par value; 100,000,000 sharesauthorized,
      85,597,690 and 85,007,690 shares issued,85,569,477
      and 84,979,477 shares outstanding, respectively
              
              
              85,598
              
              
              
              85,008Treasury
      stock, 28,211 shares
              
              
              (14,105
              )
              
              
              (14,105
              )Additional
      paid-in capital
              
              
              3,462,609
              
              
              
              3,404,199Prepaid
      consulting fees
              
              
              (193,689
              )
              
              
              (387,378
              )Accumulated
      deficit
              
              
              (3,473,390
              )
              
              
              (3,225,448
              )Total
      Stockholders' Deficit
              
              
              (132,977
              )
              
              
              (137,724
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              94,062
              
              
              $
              43,732
   The
accompanying notes are an integral part of these financial
statements


5





CANCER
      THERAPEUTICS, INC.Statements of Operations(Unaudited)For
      the Three Months Ended
              
              
              For
      the Six Months EndedNovember
      30,
              
              
              November
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008NET
      REVENUES
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -OPERATING
      EXPENSESConsulting
              
              
              96,845
              
              
              
              -
              
              
              
              203,689
              
              
              
              -Professional
      fees
              
              
              12,096
              
              
              
              9,500
              
              
              
              30,739
              
              
              
              9,500General
      and administrative
              
              
              1,247
              
              
              
              289
              
              
              
              7,800
              
              
              
              307Total
      Operating Expenses
              
              
              110,188
              
              
              
              9,789
              
              
              
              242,228
              
              
              
              9,807LOSS
      FROM OPERATIONS
              
              
              (110,188
              )
              
              
              (9,789
              )
              
              
              (242,228
              )
              
              
              (9,807
              )OTHER
      INCOME (EXPENSES)Loss
      on investment
              
              
              (2,010
              )
              
              
              -
              
              
              
              (3,350
              )
              
              
              -Interest
      expense
              
              
              (1,324
              )
              
              
              (5,534
              )
              
              
              (2,364
              )
              
              
              (10,945
              )Total
      Other Income (Expenses)
              
              
              (3,334
              )
              
              
              (5,534
              )
              
              
              (5,714
              )
              
              
              (10,945
              )LOSS
      BEFORE INCOME TAXES
              
              
              (113,522
              )
              
              
              (15,323
              )
              
              
              (247,942
              )
              
              
              (20,752
              )INCOME
      TAX EXPENSE
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (113,522
              )
              
              $
              (15,323
              )
              
              $
              (247,942
              )
              
              $
              (20,752
              )BASIC
      AND FULLY DILUTED:Net
      loss per common share
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.01
              )Weighted
      average shares outstanding
              
              
              85,569,477
              
              
              
              4,129,477
              
              
              
              85,500,023
              
              
              
              4,129,477























The
accompanying notes are an integral part of these financial
statements


6


CANCER
      THERAPEUTICS, INC.Statements of Cash Flows(Unaudited)For
      the Six Months EndedNovember
      30,2009
              
              
              2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (247,942
              )
              
              $
              (20,752
              )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Amortization
      of prepaid services for stock
              
              
              193,689
              
              
              
              -Loss
      on investment in subsidiary
              
              
              3,350
              
              
              
              -Changes
      in operating assets and liabilities:Accounts
      payable and accrued expenses
              
              
              (4,417
              )
              
              
              9,299Due
      to related parties
              
              
              -
              
              
              
              11,426Net
      Cash Used by Operating Activities
              
              
              (55,320
              )
              
              
              (27
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Investment
      in subsidiary
              
              
              (50,000
              )
              
              
              -Cash
      payments for loans receivable - related party
              
              
              (3,445
              )
              
              
              -Net
      Cash Used by Investing Activities
              
              
              (53,445
              )
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable
              
              
              50,000
              
              
              
              -Proceeds
      from exercise of stock warrants
              
              
              59,000
              
              
              
              -Net
      Cash Provided by Financing Activities
              
              
              109,000
              
              
              
              -NET
      INCREASE (DECREASE) IN CASH ANDCASH
      EQUIVALENTS
              
              
              235
              
              
              
              (27
              )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              760
              
              
              
              51CASH
      AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              995
              
              
              $
              24SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      Payments For:Interest
              
              $
              -
              
              
              $
              -Income
      taxes
              
              $
              -
              
              
              $
              -
 The
accompanying notes are an integral part of these financial
statements


7


CANCER
THERAPEUTICS, INC.


Notes to the Financial
Statements


November
30, 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 10K filed on September 15, 2009.  Operating results for the
      six months ended November 30, 2009 are not necessarily indicative of the
      results to be expected for the year ending May 31,
  2010.





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-K for the
fiscal year ended May 31, 2009, the Company’s stockholders’ deficit was $137,724
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.





8





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-K.  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 November 30, 2009 and 2008.  The operations of the
Company are continually decreasing as it has entered into shell
status.





Revenues.  Cancer
Therapeutics generated zero net revenues during the six months ended November
30, 2009 and 2008.  As the Company has entered into shell status,
revenues are expected to be at or near zero for the foreseeable
future.




Consulting
Expense.  Consulting expense for the three months ended
November 30, 2009 was $96,845 compared to $-0- for the three months ended
November 30, 2008.  For the six months ended November 30, 2009,
consulting expense was $203,689 compared to $-0- for the six months ended
November 30, 2008.  The Company issued 40,000,000 shares of common
stock to various consulting firms on April 15, 2009 as we seek potential
acquisitions and disruptive cancer research and technology opportunities to
invest in, develop, and commercialize.  We also seek partners to co-develop
drugs.  The issuance of stock was recorded as prepaid equity for the
year ended May 31, 2009 as the contract goes through April, 2010.  The
portion of the prepaid equity related to the three and six months ended November
30, 2009 was recorded as consulting expense.





Professional
Fees.  Our professional fees include outside legal, accounting
and other professional fees.  Professional fees for the three months
ended November 30, 2009 were $12,096, compared to $9,500 during the three months
ended November 30, 2008.  For the six months ended November 30, 2009,
professional fees were $30,739 compared to $9,500 for the six months ended
November 30, 2008.  The increase in professional fees is the result of
the Company hiring a public relations firm to produce press releases which will
attract potential acquisitions as well as investment
capital.  Furthermore, accounting and auditing services are
continually provided to the company in conjunction with the audits and
preparation of the financial statements.


9


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 three months
ended November 30, 2009 was $1,247, compared to $289 during the three months
ended November 30, 2008.  For the six months ended November 30, 2009,
general and administrative expenses were $7,800 compared to $307 for the six
months ended November 30, 2008.  The increase was anticipated as the
Company updated its website in order to attract potential companies to acquire
or partner with, and expenses related to the conversion of debt.





Other Income
(Expense).  We incurred net other expense of $3,334 for the
three months ended November 30, 2009 compared to net other expense of $5,534 for
the three months ended November 30, 2008.  For the six months ended
November 30, 2009, we incurred net other expense of $5,714 compared to $10,945
during the six months ended November 30, 2008.  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
and the loss on investment of Nano Technologies, a subsidiary of the
Company.  The decrease in interest expense is due the conversion of
notes payable into stock during the year ended May 31, 2009.





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 November 30,
2009, our primary source of liquidity consisted of $995 in cash and cash
equivalents.  Cancer Therapeutics has sustained significant net losses
which have resulted in a total stockholders’ deficit at November 30, 2009 of
$132,977.  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





10


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.





RISK
FACTORS





Operating Risks





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 November 30, 2009, the
total amount due on these loans was $61,387 which consists of $50,000 of
principal and $11,387 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


11


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 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.




12




As of
November 30, 2009, the end of our second 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 November 30, 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 November 30, 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. 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 November 30, 2009 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.




13









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.





ITEM
      5.
            OTHER
      INFORMATION





Not applicable.





ITEM
      6.
            EXHIBITS





The
      following documents are filed as exhibits to this Form
    10-Q:








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
              4.2
              4.3
            
            Form
      of Common Stock Certificate. (3)
              Consulting
      Agreement with MMAAK Holdings, Inc. (4)
              Consulting
      Agreement with Cedar Ridge Management (5)5.1
            
            Opinion
      of Kenneth I. Denos, P.C., Attorney at Law (including consent).
      (6)10.1
            
            NanoTherapies
      Unit Purchase Agreement.  (7)23.1
            
            Consent
      of Bouwhuis, Morrill and Company, LLC. (8)23.2
            
            Consent
      of Kenneth I. Denos, P.C. (Filed as part of Exhibit 5.1).
    (9)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,
2006.


(2)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2006.


(3)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2006.


(4)
            Filed
      as an Exhibit to the Company’s 10-K filed for the year ending May 31,
      2009.


(5)
            Filed
      as an Exhibit to the Company’s 10-K filed for the year ending May 31,
      2009.


(6)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2006.


(7)
            Filed
      as an Exhibit to the Company’s 8-K filed on May 29,
  2009.


(8)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2006.


(9)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2006.





14


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:
      January 18, 2010
            BY:
      /S/ Chene GardnerChene
      GardnerChief
      Executive Officer








15