**SECURITIES
      AND EXCHANGE COMMISSION**





**Washington,
      D.C.  20549**


**______________________**





**FORM
      10-QSB**





**[
      X ] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
      of
      1934**





For
      the
      quarter ended February 28, 2007





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.)210
                West Hansell StreetThomasville,
                Georgia
            
            31792(Address
                of Principal Executive Offices)
            
            (Zip
                Code)











(229)
                403-1282Issuer’s
                Telephone Number, Including Area Code





(Former
      name or former address and former fiscal year, if changed since last
      report.)





Check
      whether the issuer (1) filed
      all reports required to be filed by Section 13 or 15(d) of the Exchange Act
      during the past 12 months (or for such shorter period that the registrant was
      require4d to file such reports), and (2) has been subject to such filing
      requir4ements for the past 90 days.   Yes [ x
      ]     No  [   ]





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 February 28, 2007, the
      Company had outstanding 4,157,688 shares of common stock.





Transitional
      Small Business Disclosure Format (check one)  [ ] Yes [x ]
      No





























2


**PART
      I**





**FINANCIAL
      INFORMATION**





The
      Financial Statements of the Company are prepared as of February 28,
      2007.





**ITEM
                1.**
            **FINANCIAL
                STATEMENTS REQUIRED BY FORM
                10-QSB**

















**CONTENTS**Balance
                Sheet.....................................................................................................................................
            
            4Statements
                of Operations...................................................................................................................
            
            5Statements
                of Stockholders’ Deficit................................................................................................
            
            6Statements
                of Cash Flows..................................................................................................................
            
            7Notes
                to the Financial Statements....................................................................................................
            
            8











3


**CANCER
                        THERAPEUTICS, INC.**Balance
                        Sheet(Unaudited)ASSETSFebruary
                        28,2007CURRENT
                        ASSETSCash
                        and cash equivalents
                    
                    $
                    723Total
                        Current Assets
                    
                    
                    723TOTAL
                        ASSETS
                    
                    $
                    723LIABILITIES
                        AND STOCKHOLDERS' DEFICITCURRENT
                        LIABILITIESAccounts
                        payable and accrued expenses
                    
                    $
                    176,771Due
                        to related parties
                    
                    
                    75,095Notes
                        payable
                    
                    
                    50,000Notes
                        payable - related parties
                    
                    
                    154,444Total
                        Current Liabilities
                    
                    
                    456,310STOCKHOLDERS'
                        DEFICITCommon
                        stock, $0.001 par value; 100,000,000 sharesauthorized,
                        4,157,688 shares issued and outstanding
                    
                    
                    4,158Additional
                        paid-in capital
                    
                    
                    2,517,862Accumulated
                        deficit
                    
                    
                    (2,977,607
                    )Total
                        Stockholders' Deficit
                    
                    
                    (455,587
                    )TOTAL
                        LIABILITIES AND STOCKHOLDERS' DEFICIT
                    
                    $
                    723The
                        accompanying notes are an integral part of these financial
                        statements
  4
    **CANCER
                          THERAPEUTICS, INC.**Statements
                          of Operations(Unaudited)For
                          the Three Months
                      
                      
                      
                      
                      
                      For
                          the Nine MonthsEnded
                          February 28,
                      
                      
                      
                      
                      
                      Ended
                          February 28,2007
                      
                      
                      2006
                      
                      
                      2007
                      
                      
                      2006NET
                          REVENUES
                      
                      $
                      2,515
                      
                      
                      $
                      17,925
                      
                      
                      $
                      14,890
                      
                      
                      $
                      43,263OPERATING
                          EXPENSESGeneral
                          and administrative
                      
                      
                      11,313
                      
                      
                      
                      16,635
                      
                      
                      
                      47,590
                      
                      
                      
                      50,194Professional
                          fees
                      
                      
                      2,250
                      
                      
                      
                      1,011
                      
                      
                      
                      16,728
                      
                      
                      
                      14,027Total
                          Operating Expenses
                      
                      
                      13,563
                      
                      
                      
                      17,646
                      
                      
                      
                      64,318
                      
                      
                      
                      64,221LOSS
                          FROM OPERATIONS
                      
                      
                      (11,048
                      )
                      
                      
                      279
                      
                      
                      
                      (49,428
                      )
                      
                      
                      (20,958
                      )OTHER
                          INCOME (EXPENSES)Gain
                          on settlement of debt
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      141,600
                      
                      
                      
                      -Interest
                          expense
                      
                      
                      (4,671
                      )
                      
                      
                      (6,263
                      )
                      
                      
                      (13,435
                      )
                      
                      
                      (18,940
                      )Total
                          Other Income (Expenses)
                      
                      
                      (4,671
                      )
                      
                      
                      (6,263
                      )
                      
                      
                      128,165
                      
                      
                      
                      (18,940
                      )INCOME
                          (LOSS) BEFORE INCOME TAXES
                      
                      
                      (15,719
                      )
                      
                      
                      (5,984
                      )
                      
                      
                      78,737
                      
                      
                      
                      (39,898
                      )INCOME
                          TAX EXPENSE
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -NET
                          INCOME (LOSS)
                      
                      $
                      (15,719
                      )
                      
                      $
                      (5,984
                      )
                      
                      $
                      78,737
                      
                      
                      $
                      (39,898
                      )BASIC
                          NET INCOME (LOSS) PER SHARE
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      0.02
                      
                      
                      $
                      (0.01
                      )WEIGHTED
                          AVERAGE NUMBER OFSHARES
                          OUTSTANDING
                      
                      
                      4,157,688
                      
                      
                      
                      4,097,688
                      
                      
                      
                      4,131,021
                      
                      
                      
                      4,097,688The
                          accompanying notes are an integral part of these financial
                          statements
  5
    **CANCER
                      THERAPEUTICS, INC.**Statements
                      of Stockholders' DeficitAdditionalCommon
                      Stock
                  
                  
                  Paid-in
                  
                  
                  AccumulatedShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  DeficitBalance,
                      May 31, 2005
                  
                  
                  4,097,688
                  
                  
                  $
                  4,098
                  
                  
                  $
                  2,487,922
                  
                  
                  $
                  (2,985,328
                  )Net
                      loss for the year ended May 31, 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (71,016
                  )Balance,
                      May 31, 2006
                  
                  
                  4,097,688
                  
                  
                  $
                  4,098
                  
                  
                  $
                  2,487,922
                  
                  
                  $
                  (3,056,344
                  )Common
                      stock issued for cash
                  
                  
                  60,000
                  
                  
                  
                  60
                  
                  
                  
                  29,940
                  
                  
                  
                  -Net
                      income for the nine months endedFebruary
                      28, 2007 (unaudited)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  78,737Balance,
                      February 28, 2007 (unaudited)
                  
                  
                  4,157,688
                  
                  
                  $
                  4,158
                  
                  
                  $
                  2,517,862
                  
                  
                  $
                  (2,977,607
                  )The
                      accompanying notes are an integral part of these financial
                      statements
  6
    **CANCER
                      THERAPEUTICS, INC.**Statements
                      of Cash Flows(Unaudited)For
                      the Nine Months EndedFebruary
                      28,2007
                  
                  
                  2006CASH
                      FLOWS FROM OPERATING ACTIVITIES:Net
                      income (loss)
                  
                  $
                  78,737
                  
                  
                  $
                  (39,898
                  )Adjustments
                      to reconcile net income (loss) to netcash
                      used by operating activities:Gain
                      on settlement of debt
                  
                  
                  (141,600
                  )
                  
                  
                  -Changes
                      in operating assets and liabilities:Accounts
                      receivable
                  
                  
                  -
                  
                  
                  
                  3,000Accounts
                      payable and accrued expenses
                  
                  
                  20,134
                  
                  
                  
                  21,953Due
                      to related parties
                  
                  
                  1,400
                  
                  
                  
                  2,313Net
                      Cash Used by Operating Activities
                  
                  
                  (41,329
                  )
                  
                  
                  (12,632
                  )CASH
                      FLOWS FROM INVESTING ACTIVITIES:
                  
                  
                  -
                  
                  
                  
                  -CASH
                      FLOWS FROM FINANCING ACTIVITIES:Bank
                      overdraft
                  
                  
                  -
                  
                  
                  
                  (909
                  )Payments
                      on notes payable - related parties
                  
                  
                  (2,000
                  )
                  
                  
                  -Proceeds
                      from notes payable - related parties
                  
                  
                  12,500
                  
                  
                  
                  3,000Proceeds
                      from issuance of common stock
                  
                  
                  30,000
                  
                  
                  
                  -Net
                      Cash Provided by Financing Activities
                  
                  $
                  40,500
                  
                  
                  $
                  2,091NET
                      DECREASE IN CASH AND CASH EQUIVALENTS
                  
                  $
                  (829
                  )
                  
                  $
                  (10,541
                  )CASH
                      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                  
                  
                  1,552
                  
                  
                  
                  13,814CASH
                      AND CASH EQUIVALENTS, END OF PERIOD
                  
                  $
                  723
                  
                  
                  $
                  3,273SUPPLEMENTAL
                      CASH FLOW INFORMATIONCash
                      Payments For:Interest
                  
                  $
                  4,675
                  
                  
                  $
                  -Income
                      taxes
                  
                  $
                  -
                  
                  
                  $
                  -The
                      accompanying notes are an integral part of these financial
                      statements
  7
  CANCER
      THERAPEUTICS, INC.


Notes
      to
      the Financial Statements


February
      28, 2007 and 2006








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
                consolidated financial statements include 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 August 29,
                2006.  Operating results for the nine months ended February 28,
                2007 are not necessarily indicative of the results to be expected
                for the
                year ending May 31,
                2007.


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-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





We
      are a research-stage business that
      endeavors to become a U.S. producer and provider of treatments for cancer,
      commonly grouped under the category of “biotherapy.”  We provide
      biotherapy services to patients on a fee-basis (50 percent to 70 percent
      currently reimbursed through private insurance).  These services begin
      when a patient is diagnosed with a malignancy and continue to provide a
      biotherapy while a patient is receiving conventional cancer treatment:
      chemotherapy, radiation, and surgery.  You can learn more about our
      business at our website located at
*www.cancer-therapeutics.com*.  Our website and the
      information contained therein, however, does not constitute a part of this
      report.





The
      treatment of cancer is a
      significant portion of the healthcare economy.  According to the
      American Cancer Society’s *Cancer Statistics 2004*, cancer continues to
      be the second leading cause of death in the U.S., claiming almost 554,000 lives
      during 1991 (one in four deaths) In addition, incidence rates have showed
      overall increases from 1975 to 2000, where now 1.4 million Americans will be
      diagnosed with cancer this year.  It is estimated that 1 of 2 males
      and 1 of 3 females in the U.S. will develop cancer during their
      lifetimes.  Although survival rates continue to climb (from 50% in
      1975 to a current 63%), the overall death rate from Cancer has remained
      relatively flat since the 1950s  (as cited by the American Cancer
      Society website at *www.cancer.org**“2004 Data and
      Statistics,”*which is available to the public on the internet for no
      charge*).*





As
      such, with increasing survival,
      coupled with higher incidence, the number of cancer survivors has concurrently
      increased – according to the National Cancer Institute, as of January 2001, it
      is estimated that there are 9.8 million cancer survivors in the US, representing
      approximately 3.5% of the population ( as cited by the National Institute of
      Cancer website at *www.cancer**control.cancer.gov*, which
      is available to the public for no charge).





The
      increasing number of cancer patients and survivors support the business model
      of
      Cancer Therapeutics.  Over the past two decades, the acceptance of
      biotherapy treatment among oncologists and cancer patients has increased (as
      explained by Klaus Schindhelm, Ex Vivo Cell Therapy, May 1999) (This book
      is available to the public in a medical library for no charge).





The
      Company earns its revenue from providing clinical services to cancer patients
      in
      the following areas:





*Cryobank*.  In
      this process, a patient’s surgically removed tumor tissue is shipped to us,
      specially processed, preserved and stored in a living condition in liquid
      nitrogen for future use.  Typical charge is around
      $1,250.





*Tumor
      Derived Activated Cells*.  In this process, a patient's tumor is
      shipped to our laboratory by overnight delivery.  Using a number of
      specialized proprietary processes, technicians separate and recover the
      cancer-fighting white blood cells that a patient's immune system has produced
      to
      attack that specific cancer.





*Vaccines*.  In
      this process, a patient's own (autologous) cancer cells can be grown in
      the


9


laboratory,
      produced in mass quantities, and used to develop a patient-specific
      vaccine.





The
      target market for our services is composed of two different groups:





·
            Individuals
                who have undergone conventional treatment for a newly diagnosed cancer
                with an uncertain cure rate, but are ultimately cured (candidates
                for our
                cryopreservation service); and





·
            Individuals
                with cancers incurable through ordinary therapies (candidates for
                our
                cryopreservation, patient-specific vaccines, and autologous T-cell
                therapy
                services).





One
      of
      our biggest challenges is educating physicians and patients of the benefits
      of
      biotherapy.  Many people understand the need for tumor storage for
      later use, but it has been a smaller group of patients and physicians that
      use
      our vaccine and T-cell therapy services.





The
      requirement for FDA approval decreases our ability to sell our
      services.  T-cell and vaccines require either FDA approval or
      Investigational New Drug (“IND”) authorization to be used on
      patients.  We only have an IND for the T-cell treatment, and as a
      result, we are not able to offer the vaccine as a treatment.





We
      also
      experience the risk that the FDA will suspend our ability to use these
“Investigational New Drugs” as experimental treatments.  If we were
      prohibited from offering vaccine and T-cell therapy permanently then we would
      lose two of the three products we can potentially offer, and would therefore
      only be able to offer tumor storage in our Cryobank.





**Results
      of Operations**





Following
      is our discussion of the relevant items affecting results of operations for
      the
      Periods ended February 28, 2007 and 2006.





**Revenues.**  Cancer
      Therapeutics generated net revenues of $2,515 during the three months ended
      February 28, 2007, representing an 86% decrease compared to $17,925 in net
      revenues for the three months ended February 28, 2006.  For the nine
      months ended February 28, 2007, the Company generated net revenues of $14,890,
      which represents a 66% decrease compared to $43,263 in net revenues for the
      nine
      months ended February 28, 2006.  The decrease is mainly the result of
      a services contract which terminated in February of 2006.  This
      agreement had produced $3,000 of revenues per month.  We anticipate
      this level of revenues for the foreseeable future.  Revenues received
      consisted mainly of fees from our cryobank services, which are the storage
      and
      maintenance of malignancy tumors, T-cell therapy, and hospital
      support.  We have not received any revenue from vaccine therapy, nor
      have we provided vaccine therapy.  We are not able to commercialize
      T-cell and vaccine therapy, nor are we marketing these
      services.  Patients are able to receive T-cell therapy on an
      experimental basis.





**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
      therefrom.  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


10


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 February 28, 2007 was $11,313, a 32% decrease from $16,635 during the
      three months ended February 28, 2006.  For the nine months ended
      February 28, 2007, general and administrative expenses were $47,590, which
      represents a 5% decrease compared to $50,194 for the nine months ended February
      28, 2006.  The decrease was primarily due to cutting back of payroll
      related expenses.  Management has made a concerted effort to decrease
      expenses to a minimum.  The largest expenses during the nine months
      ended February 28, 2007 were payroll related costs of $31,552, compared to
      $40,362 during the nine months ended February 28,
      2006.  .





**Professional
      Fees.**  Our professional fees include outside legal,
      accounting and other professional fees.  Professional fees for the
      three months ended February 28, 2007 were $2,250, an increase of 123% from
      $1,011 during the three months ended February 28, 2006.  For the nine
      months ended February 28, 2007, professional fees were $16,728, which represents
      a 19% increase compared to $14,027 during the nine months ended February 28,
      2006.  The increase is mainly the result of increased audit fees as
      the company goes through the public offering.  Accounting and auditing
      services are continually provided to the company in conjunction with the audits
      and preparation of the financial statements.





**Other
      Income
      (Expense).**  We incurred net other expense of $4,671 for the
      three months ended February 28, 2007 compared to net other expense of $6,263
      for
      the three months ended February 28, 2006.  For the nine months ended
      February 28, 2007, the Company incurred net other income of $128,165, compared
      to net other expense of $18,940 for the nine months ended February 28,
      2006.  During the nine months ended February 28, 2007, the Company
      settled with a note holder which held a promissory note for
      $110,000.  Accrued interest on the note was $33,600 at the time of
      settlement.  The Company paid $2,000 to settle the debt resulting in a
      gain on the settlement of debt in the amount of $141,600.  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.  No 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 1 full-time
      employee, 2 part-time employees, and other project-based contract personnel
      that
      we utilize to carry out our business.  These project-based contract
      personnel are temporary engagements used to assist us with laboratory
      experiments and research.  When we have needed assistance with the
      processing of tumors for our Cryobank, we have utilized additional personnel
      to
      assist with our record keeping and storage procedures.  We expect to
      hire additional personnel as we continue to execute our business
      plan.





**Liquidity
      and Capital Resources**





Since
      inception, we have financed our
      operations from a combination of loans from our Chief Executive Officer,
      issuance of promissory notes, and from business revenues.  As of
      February 28, 2007, our primary source of liquidity consisted of $723 in cash
      and
      cash equivalents.  Cancer Therapeutics has sustained significant net
      losses which have resulted in an accumulated deficit at February 28, 2007 of
      $2,977,607.  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.  We anticipate another net loss for the year ending May 31,
      2007, and 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.  In addition to these


11


capital
      needs, we must raise money for research and development.  We estimate
      that IND 8725 will cost $500,000 to $1,000,000 in research costs to receive
      a
      status of current with the FDA.  We estimate that after receiving the
      funding, that the research and application process will take at least a year
      to
      activate IND 8725.  INDs 6533 and 2792 are active INDs, which means
      that we are able to continue the research and development.  We
      anticipate that it will cost at least 5-10 million dollars to obtain FDA
      approval for our T-cell and vaccine therapies if the FDA allows us to perform
      the therapies as a practice of medicine.   We still may not get
      FDA approval even if we are able to raise funds for research and
      development.  Our therapies may never be deemed safe and
      effective.  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.





**RISK
      FACTORS**





**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 therefrom.  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


12


these
      creditors.  As of February 28, 2007, the total amount due on these
      loans was $290,988 which consists of $204,444 of principal and $86,544 of
      interest.





***The
      Internal Revenue
      Service has Placed a Tax Lien on our Assets.***  The IRS
      tax lien covers property of Cancer Therapeutics including the Cryobank,
      equipment, inventory and all of our other assets.  This lien gives the
      IRS priority over other creditors in the event we experience bankruptcy or
      dissolution.  The settlement amount calls for a payment of $1,000 per
      month until the settlement amount is paid in full, although the IRS may require
      us to increase our monthly payments if our financial condition
      improves.  As of February 28, 2007, the total amount owing to the IRS,
      including penalties and interest, was $7,514.  We are current with our
      payments, but may not be able to make future payments.  We may have
      all or some of our assets seized if we do not comply with our payment
      schedule.





***Our
      Treatments are
      Experimental and have not been Declared Safe and
      Effective.***We have not received FDA approval as it
      relates to any facet of our business and/or operations and, as a result, our
      treatments, products, and/or services have not been deemed safe or effective
      in
      any way.  Consequently, our efforts to commercialize our services may
      fail.





***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 due to the fact
      that
      our personnel are trained only in biotherapy and not in other
      services.  We presently have no plans, commitment, or arrangements
      with respect to any other potential business venture.





***We
      need Substantial Funding
      to Continue Operations and Develop our Therapies.***  We
      are dependent upon raising additional funds to continue to operate our Cryobank
      and to develop our vaccine and T-cell therapies.  We may not be able
      to raise any funds for operations or for research and development.  It
      will take at least 5 years to develop the T-cell and vaccine therapies, and
      even
      if we develop these therapies fully they may not be safe and effective even
      after investing in the research and development.  We anticipate the
      cost if successful to be at least 5-10 million dollars to complete the research
      and development to produce safe and effective T-cell and vaccine therapies
      as a
      part of the practice of medicine.





***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, several loan obligations, and a lien against our assets by the Internal
      Revenue Service.  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.





***We
      are Totally Dependent
      Upon our Chief Executive who has Business and Time
      Conflicts****.*  We are totally dependent upon the
      knowledge, skills, and experience of Robert K. Oldham, M.D. our President,
      CEO,
      Medical Director and Chairman.  As compared to many other companies,
      we do not have a depth of managerial and technical
      personnel.  Accordingly, there is a greater likelihood that loss of
      the services of Mr. Oldham would force us to discontinue our
      business.  We presently have no employment contract with or key man
      life insurance upon Mr. Oldham.  Furthermore, Mr. Oldham will not be
      employed full-time, at least initially, and is involved with other businesses
      and has other interests which could give rise to conflicts of interest with
      respect to the business of and amount of time devoted to Cancer
      Therapeutics.  We cannot assure you that such conflicts will be
      resolved favorably to Cancer Therapeutics.


13








***Insurance
      and Other Third Party Reimbursement for our Services is
      Limited****.*  With respect to the services we
      offer, insurance reimbursement or other third-party reimbursement is only
      available with respect to certain patient types.  Moreover, our
      services are not covered or reimbursed under the Medicare
      program.  Consequently, most patients will be required to pay for such
      services, wholly or in part, with their own funds.  We cannot assure
      you that significant insurance reimbursement or other third-party reimbursement
      for our services will be available in the future.  Without this
      reimbursement, we will not be able to offer our services to many patients and
      physicians.





***We
      have not received FDA approval as it relates to any facet of our business and/or
      operations and, as a result, our treatments, products, and/or services have
      not
      been deemed safe or effective in any way.***Prior to
      being licensed for sale, our services are subject to rigorous approval processes
      by the Food and Drug Administration and similar health authorities in foreign
      countries. The precise nature of the regulatory approvals which we may be
      required to obtain are not clear at this point. Obtaining FDA and corresponding
      foreign approvals for technology, processes, or products we have developed
      is
      likely to be costly and time consuming and will, in our opinion, require several
      years. The length of such time period, however, will depend upon the use for
      which approval is sought and the results of clinical testing with respect to
      such use.  We cannot assure you that such approval will be
      granted.  Further, we cannot assure you that subsequent adoption or
      amendment of laws or interpretation of existing laws will not prohibit or render
      impractical our business plan and disable us from providing any services,
      treatments or products.  If we are unable to get FDA approval, our
      business will most likely fail.  Our T-cell and vaccine therapies have
      not received FDA approval.  Our Cryobank service does not require FDA
      approval.  We have not received FDA approval as it relates to any
      facet of our business and/or operations and, as a result, our treatments,
      products, and/or services have not been deemed safe or effective in any
      way.





***Our
      Operating Costs Will
      Most Likely Increase.*****Our income could be seriously
      affected by rising operating expenses such as: research and development;
      electricity; insurance and administrative costs, security, patent registration
      expenses, building repairs and maintenance, and regulatory
      compliance.  If we cannot control operating costs or adequately cover
      them, our cash flow will deteriorate and we will have to raise capital or
      discontinue our business.





***We
      Do Not Have any Patent Protection for Our
      Technology****.*****We expect to own and
      rely upon certain trade secrets and know-how but we have not yet sought patent
      protection for our technology.  It may not be possible for us to
      obtain patent protection for many aspects of our technology.  We
      cannot assure you that others will not independently develop substantially
      equivalent information and techniques or otherwise gain access to our
      technology.  We believe that, in general, it is unlikely that true
      proprietary protection will be available to companies such as Cancer
      Therapeutics which develop biologicals for commercial use.





***No
      Underwriter is
      Participating in this Offering.***  Because we have
      not  engaged the services of an underwriter with respect to this
      offering, the independent due diligence review of Cancer Therapeutics, its
      affairs and financial condition, which would ordinarily be performed by an
      underwriter and its legal counsel, has not been performed and you will not
      have
      the benefit of an underwriter’s independent due diligence review.








**Investment
      Risks**





***There
      has Never Been a Public Market For Our
      Shares****.*  Prior to this registration statement,
      there has been no public market for the common stock of Cancer
      Therapeutics.  If a public market for the common stock does develop at
      a future time, sales of shares by shareholders of substantial amounts of common
      stock of Cancer Therapeutics in the public market could adversely affect the
      prevailing market price and could impair our future ability to raise capital
      through the sale of our equity securities.





***We
      Have Never Issued a
      Dividend and Don’t Anticipate any Dividends in the
      Future****.*  Cancer


14


Therapeutics
      has never issued a dividend and we do not anticipate paying dividends on our
      common stock in the foreseeable future.  Furthermore, we may also be
      restricted from paying dividends in the future pursuant to subsequent financing
      arrangements or pursuant to Delaware law.





***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.





***It
      is Likely That You Will be Diluted by the Exercise of
      Warrants*****.**Cancer Therapeutics
      has 4,157,688 shares of common stock outstanding held by 142 shareholders of
      record, and warrants outstanding to purchase 1,300,000 shares of common stock
      held by Healthcare Enterprise Group, Inc.  The warrants became
      exercisable on January 1, 2005.  We have agreed to register all shares
      of Cancer Therapeutics that are currently outstanding, and we are obligated
      in
      the future to register the shares that will be received from the exercise of
      the
      warrants held by Healthcare Enterprise Group.





**ITEM
      3.  CONTROLS AND PROCEDURES**





The
      Company's principal executive officer and principal financial officer, based
      on
      their evaluation of the Company's disclosure controls and procedures (as defined
      in Rules 13a-14 (c) and 15d-14 (c) of the Securities Exchange Act of 1934)
      as of
      February 28, 2007 have concluded that the Company's disclosure controls and
      procedures are adequate and effective to ensure that material information
      relating to the Company and its consolidated subsidiaries are recorded,
      processed, summarized and reported within the time periods specified by the
      SEC's rules and forms, particularly during the period in which this annual
      report has been prepared.





The
      Company's principal executive officer and principal financial officer have
      concluded that there were no significant changes in the Company's internal
      controls or in other factors that could significantly affect these controls
      for
      the quarter ended February 28, 2007, the date of their most recent evaluation
      of
      such controls, and that there were no significant deficiencies or material
      weaknesses in the Company's internal controls.








**PART
      II**





**OTHER
      INFORMATION**





**ITEM
                1.**
            **LEGAL
                PROCEEDINGS**





On
      July 31, 2002, Cancer Therapeutics
      entered into a structured settlement with the Internal Revenue Service in
      connection with unpaid payroll taxes during 1999 and 2000.  We agreed
      to pay the IRS a total of $42,690.81, exclusive of penalties and
      interest.  The IRS filed a tax lien in 2002 against Cancer
      Therapeutics to secure payment of the settlement amount.  The IRS tax
      lien covers property of Cancer Therapeutics including the Cryobank, equipment,
      inventory and all of our other assets.  This lien gives the IRS
      priority over other creditors in the event we experience bankruptcy or
      dissolution.  The settlement amount calls for a payment of $1,000 per
      month until the settlement amount is paid in full, although the IRS may require
      us to increase our monthly payments if our financial condition
      improves.  As of February 28, 2007, the total amount owing to the IRS,
      including penalties and interest, was $7,514.  As of the date of this
      filing, we are current with respect to our obligations under this
      settlement.





**ITEM
                2.**
            **UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS**





For
      the three year period ending
      February 28, 2007, securities of Cancer Therapeutics were issued as
      follows:


15








On
      May 10, 2004, we issued 1,300,000
      shares of our common stock in connection with the engagement of our corporate
      counsel, an “accredited investor” as such term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act of 1933.  No
      solicitation was made and no underwriting discounts were given or paid in
      connection with this transaction.  We believe that this transaction
      was exempt from the registration provisions of the Securities Act pursuant
      to
      Sections 3(a)(11) and  4(2) of such Act.





On
      May 28, 2004, we issued and sold
      200,000 shares of our common stock, together with a warrant to acquire 1,300,000
      shares of our common stock at an aggregate purchase price of $25,000, to an
      accredited investor in exchange for $75,000 in cash proceeds.  No
      solicitation was made and no underwriting discounts were given or paid in
      connection with this transaction.  We believe that this transaction
      was exempt from the registration provisions of the Securities Act pursuant
      to
      Sections 3(a)11 and 4(2) of such Act.





On
      September 10, 2004, we issued
      400,000 shares of our common stock in satisfaction of amounts owed to our
      securities counsel in connection with an engagement dated July 20,
      2004.  Our securities counsel is an “accredited investor” as such term
      is defined in Rule 501 to Regulation D promulgated under the Securities Act
      of
      1933.  No solicitation was made and no underwriting discounts were
      given or paid in connection with this transaction.  We believe that
      this transaction was exempt from the registration provisions of the Securities
      Act pursuant to Sections 3(a)(11) and 4(2) of such Act.





On
      September 10, 2004, we issued
      1,000,000 shares of our common stock in satisfaction of amounts owed to our
      Chief Financial Officer in connection with an engagement dated May 15,
      2004.  Our Chief Financial Officer is an “accredited investor” as such
      term is defined in Rule 501 of Regulation D promulgated under the Securities
      Act
      of 1933.  No solicitation was made and no underwriting discounts were
      given or paid in connection with this transaction.  We believe that
      this transaction was exempt from the registration provisions of the Securities
      Act pursuant to Sections 3(a)(11) and  4(2) of such Act.





On
      September 15, 2004, we issued
      400,000 shares of our common stock pursuant to the conversion of a promissory
      note issued by Cancer Therapeutics in 2001 to an accredited
      investor.  No solicitation was made and no underwriting discounts were
      given or paid in connection with this transaction.  We believe that
      this transaction was exempt from the registration provisions of the Securities
      Act of 1933 pursuant to Sections 3(a)(11) and  4(2) of such
      Act.





On
      September 20, 2004, we issued
      200,000 shares of our common stock in satisfaction of amounts owed to an
      accredited investor for healthcare advisory services rendered to Cancer
      Therapeutics pursuant an advisory agreement dated January 8, 2001.  No
      solicitation was made and no underwriting discounts were given or paid in
      connection with this transaction.  We believe that this transaction
      was exempt from the registration provisions of the Securities Act pursuant to
      Sections 3(a)(11) and 4(2) of such Act.





On
      September 20, 2004, we issued
      150,000 shares of our common stock in connection with the execution of a
      financial advisory agreement with Industrial Management & Equity Limited.,
      which is owned and controlled by Lyndon Gaborit, a citizen and resident of
      the
      United Kingdom.  The securities were issued to LG Investment Trust, a
      trust formed for the benefit of immediate family members of Mr.
      Gaborit.  No solicitation was made and no underwriting discounts were
      given or paid in connection with this transaction.  We believe that
      this transaction was exempt from the registration provisions of the Securities
      Act pursuant to Section 4(2) of such Act and Rule 903 promulgated under the
      Act.





(c)  Use
                of Proceeds from the Sale of Registered
                Securities





May
      15, 2006 was the effective date of
      our Registration Statement, Registration No. 333-119915.  The offering
      commenced on July 1, 2006, and concluded during the three month period ending
      November 30, 2006.  We plan on allocating $25,000 for offering related
      fees, $50,000 for debt retirement and $25,000 for operating expenses and
      business development.


16











**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.





17


**ITEM
      6.**                                                                       **EXHIBITS:**





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





**INDEX
      TO EXHIBITS**








**Exhibit**
              **Number**
            
            **Title
                of Document**3.1
            
            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)


18





99.2
            
            Certification
                by Chief Executive Officer, Robert Oldham, pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 2002.99.3
            
            Certification
                by Chief Financial Officer, Chene Gardner, pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 2002.99.4
            
            Certification
                by Chief Executive Officer Robert Oldham, pursuant to Section 906
                of the
                Sarbanes-Oxley Act of 2002.99.5
            
            Certification
                by 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 Registration Statement on Form SB-2, deemed
                effective by the Commission on May 15,
                2006.


(5)
            Filed
                as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
                effective by the Commission on May 15,
                2006.


(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 Registration Statement on Form SB-2, deemed
                effective by the Commission on May 15,
                2006.


(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.


(10)
            Filed
                as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
                effective by the Commission on May 15,
                2006.


(11)
            Filed
                as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
                effective by the Commission on May 15,
                2006.


(12)
            Filed
                as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
                effective by the Commission on May 15,
                2006.


(13)
            Filed
                as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
                effective by the Commission on May 15,
                2006.


(14)
            Filed
                as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
                effective by the Commission on May 15,
                2006.


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


(16)
            Filed
                as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
                effective by the Commission on May 15,
                2006.


(17)
            Filed
                as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
                effective by the Commission on May 15,
                2006.


(18)
            Filed
                as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
                effective by the Commission on May 15,
                2006.

















19





**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:
      _________________________________                                                                                                                    BY:
/S/ Chene Gardner_____________________


Chene
      Gardner


Chief
                Financial Officer





20