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 August 31, 2006

                                       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)

<TABLE>
<S>                                                                             <C>

                      Delaware                                                               20-1499421
------------------------------------------------------                          --------------------------------------
            (State or Other Jurisdiction                                                    (IRS Employer
          of Incorporation or Organization)                                              Identification No.)

               210 West Hansell Street
                Thomasville, Georgia                                                            31792
------------------------------------------------------                          --------------------------------------
      (Address of Principal Executive Offices)                                               (Zip Code)
</TABLE>



                                 (229) 403-1282
                                 --------------
                 Issuer'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 [ ]








<PAGE>


                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 September 30, 2006, the Company
had outstanding 4,097,688 shares of common stock.

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


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

The Financial Statements of the Company are prepared as of August 31, 2006.

ITEM 1.  FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB






                                    CONTENTS

Balance Sheet................................................................. 4

Statements of Operations...................................................... 5

Statements of Stockholders' Deficit........................................... 6

Statements of Cash Flows...................................................... 7

Notes to the Financial Statements............................................. 8











                                       3
<PAGE>


                            CANCER THERAPEUTICS, INC.
                                  Balance Sheet
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                                                   August 31,
                                                                                      2006
                                                                            -------------------------
<S>                                                                         <C>

CURRENT ASSETS

     Cash and cash equivalents                                              $                  3,230

                                                                            -------------------------

        Total Current Assets                                                                   3,230
                                                                            -------------------------

                                                                            $                  3,230
        TOTAL ASSETS                                                        =========================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES

     Accounts payable and accrued expenses                                  $                174,383
     Due to related parties                                                                   76,895
     Notes payable                                                                            50,000
     Notes payable - related parties                                                         150,944
                                                                            -------------------------

        Total Current Liabilities                                                            452,222
                                                                            -------------------------

STOCKHOLDERS' DEFICIT
     Common stock, $0.001 par value; 100,000,000 shares
     authorized, 4,097,688 shares issued and outstanding                                       4,098
     Additional paid-in capital                                                            2,487,922
     Accumulated deficit                                                                 (2,941,012)
                                                                            -------------------------

        Total Stockholders' Deficit                                                        (448,992)
                                                                            -------------------------

        TOTAL LIABILITIES AND STOCKHOLDERS'

         DEFICIT                                                            $                 3,230
                                                                            =========================
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>


                            CANCER THERAPEUTICS, INC.
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                   For the Three Months Ended
                                                                                           August 31,
                                                                           --------------------------------------------
                                                                                   2006                    2005
                                                                           ---------------------    -------------------
<S>                                                                        <C>                      <C>

NET REVENUES                                                               $              7,100     $            9,188
                                                                           ---------------------    -------------------

OPERATING EXPENSES

     General and administrative                                                          17,759                 16,721
     Professional fees                                                                   11,250                  8,166
                                                                           ---------------------    -------------------

        Total Operating Expenses                                                         29,009                 24,887
                                                                           ---------------------    -------------------

LOSS FROM OPERATIONS                                                                    (21,909)               (15,699)
                                                                           ---------------------    -------------------

OTHER INCOME (EXPENSES)

     Gain on settlement of debt (Note 2)                                                141,600                      -
     Interest expense                                                                    (4,359)                (6,368)
                                                                           ---------------------    -------------------

        Total Other Income (Expenses)                                                   137,241                 (6,368)
                                                                           ---------------------    -------------------

NET INCOME (LOSS) BEFORE INCOME TAXES                                                   115,332                (22,067)

PROVISION FOR INCOME TAXES                                                                    -                      -
                                                                           ---------------------    -------------------

NET INCOME (LOSS)                                                          $            115,332      $         (22,067)
                                                                           =====================    ===================

BASIC NET INCOME (LOSS) PER SHARE                                          $               0.03      $           (0.01)
                                                                           =====================    ===================

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                                                   4,097,688              4,097,688
                                                                           =====================    ===================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>


                            CANCER THERAPEUTICS, INC.
                       Statements of Stockholders' Deficit
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                                    Additional
                                                            Common Stock              Paid-in      Accumulated
                                                  ------------------------------
                                                     Shares            Amount         Capital         Deficit
                                                  --------------  --------------  --------------  --------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Balance, 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)

Net income for the three months ended
August 31, 2006                                               -               -               -          115,332
                                                  --------------  --------------  --------------  ---------------

Balance, August 31, 2006                              4,097,688       $    4,098  $    2,487,922  $   (2,941,012)
                                                  ==============  ==============  ==============  ===============
</TABLE>


    The accompanying notes are an integral part of these financial statements




















                                       6
<PAGE>



                            CANCER THERAPEUTICS, INC.
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                          For the Three Months Ended
                                                                                                  August 31,
                                                                                         2006                    2005
                                                                                -----------------------  --------------------
<S>                                                                             <C>                      <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                          $             115,332                (22,067)
     Adjustments to reconcile net income (loss) to net cash used by operating
      activities:
        Gain on settlement of debt                                                           (141,600)                    -
     Change in operating assets and liabilities:
        Decrease in accounts receivable                                                             -                    3,000
        Increase in accounts payable and accrued expenses                                       17,746                   5,650
        Increase in due to related parties                                                       3,200                   5,213
                                                                                -----------------------    --------------------

        Net Cash Used by Operating Activities                                                  (5,322)                 (8,204)
                                                                                -----------------------    --------------------

CASH FLOWS FROM INVESTING ACTIVITIES                                                                 -                       -
                                                                                -----------------------    --------------------

CASH FLOWS FROM FINANCING ACTIVITIES

     Bank overdraft                                                                                  -                   (909)
     Payments on notes payable - related parties                                                (2,000)                     -
     Proceeds from issuance of notes payable - related parties                                   9,000                      -
                                                                                -----------------------    --------------------

        Net Cash Provided (Used) by Financing Activities                                         7,000                   (909)
                                                                                -----------------------    --------------------

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                                                                      1,678                 (9,113)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                                                                             1,552                  13,814
                                                                                -----------------------    --------------------

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                                                                  $                3,230     $             4,701
                                                                                =======================    ====================

SUPPLEMENTAL CASH FLOW INFORMATION

     Cash paid for interest                                                     $                  231     $              326
     Cash paid for income taxes                                                 $                   -      $               -
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       7
<PAGE>


                            CANCER THERAPEUTICS, INC.
                        Notes to the Financial Statements
                            August 31, 2006 and 2005


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  three  months  ended  August  31,  2006  are not  necessarily
          indicative  of the results to be expected  for the year ending May 31,
          2007.

NOTE 2 - GAIN ON SETTLEMENT OF DEBT

          During the quarter ended August 31, 2006,  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.

NOTE 3 - 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  liquidatin  of
          liabilities  in the normal  course of  business.  As  reported  in the
          financial statements, the Company has incurred losses of approxomately
          $2,900,000  from inception of the Company through August 31, 2006. The
          Company's  stockholders'  deficit at August 31, 2006 was  $448,992 and
          its  current  liabilities  exceeded  its  current  assets  by the same
          amount.  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  is exploring all of its options so that it
          can  develop   successful   operations  and  have  sufficient   funds,
          therefore,  as to be able to operate over the next twelve months. As a
          part of this plan, management is currently seeking to transform into a
          publicly  traded entity.  Management  believes that its business model
          has significant potential as long as extra working capital is received
          through operations and/or business development.

          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  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
<PAGE>


        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.cancercontrol.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

                                       9
<PAGE>


     system has produced to attack that specific cancer.

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

     o    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

     o    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 August 31, 2006 and 2005.

     REVENUES.  Cancer Therapeutics  generated net revenues of $7,100 during the
three  months ended August 31,  2006,  representing  a 23% decrease  compared to
$9,188 in net revenues for the three months ended August 31, 2005.  The decrease
in revenues was expected as a $3,000 per month contract expired during the prior
fiscal year. 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

                                       10
<PAGE>

by our board of directors.  The shareholders who received shares did not pay any
consideration for their shares. We have noted this estimated potential liability
in the notes to our financial statements.

         General and Administrative Expenses. Our general and administrative
expenses have been comprised of administrative wages and benefits; contract
labor; occupancy and office expenses; travel and other miscellaneous office and
administrative expenses. General and administrative expenses for the three
months ended August 31, 2006 was $17,759, a 6% increase from $16,721 during the
three months ended August 31, 2005. The increase was primarily due to a new
office lease in which the company pays $475 per month for rent. This lease
started in June of 2006. The largest expenses during the three months ended
August 31, 2006 were payroll related costs of $13,613.

     PROFESSIONAL FEES. Our professional fees include outside legal,  accounting
and other professional fees. Professional fees for the three months ended August
31, 2006 were  $11,250,  an increase of 38% from $8,166  during the three months
ended August 31, 2005. 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 income of $137,241 for the
three months ended August 31, 2006  compared to net other  expense of $6,368 for
the three  months ended  August 31,  2005.  During the quarter  ended August 31,
2006,  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 August 31,  2006,  our  primary  source of  liquidity
consisted  of  $3,230  in cash and cash  equivalents.  Cancer  Therapeutics  has
sustained  significant net losses which have resulted in an accumulated  deficit
at August 31, 2006 of  $2,941,012.  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

                                       11
<PAGE>

pursuant  to this  offering,  we have  substantial  doubt as to our  ability  to
continue to operate. In addition to these 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.

     The Company has the following  loans and accrued  expenses in default as of
August 31, 2006:

         Creditor                           Principal Due     Interest Due
         --------                           -------------     ------------
         Robert Oldham                      $104,944          $53,254
         Commercial Bank                    $50,000           $4,061
         William Blalock                    $25,000           $27,203
         Internal Revenue Service           $6,738            $6,454
         Ridgecrest Healthcare Group        $12,000           $504


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

                                       12
<PAGE>

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 these
creditors.  As of August  31,  2006,  the total  amount  due on these  loans was
$288,966 which consists of $200,944 of principal and $85,022 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 August
31, 2006, the total amount owing to the IRS,  including  penalties and interest,
was  $13,192.  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

                                       13
<PAGE>

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.

     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

                                       14
<PAGE>

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 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  4,097,688  shares of  common  stock  outstanding  held by 139
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.




                                       15
<PAGE>


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  August  31,  2006  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 August 31, 2006,  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 August 31, 2006, the total amount owing to
the IRS, including  penalties and interest,  was $13,192. 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  August 31,  2006,  securities  of Cancer
Therapeutics were issued as follows:

     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

                                       16
<PAGE>

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.

     (b) 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 has not
concluded during the three month period ending August 31, 2006. The net proceeds
to Cancer Therapeutics from the sale of the 1,000,000 shares offered hereby will
vary depending  upon the total number of shares sold.  The following  table sets
forth gross and net proceeds,  and our present  estimate of the  allocation  and
prioritization of net proceeds expected to be received by us from this offering.
As shown in the table,  if less than the maximum amount is raised,  we will give
priority to debt  interest  service and payment to our  auditors  and  attorneys
assisting us with the offering.

<TABLE>
<CAPTION>

                                                             Minimum             Mid-Range              Maximum
                                                            Offering              Offering              Offering
                                                            --------              --------              --------
<S>                                                         <C>                   <C>                   <C>

Gross Proceeds                                              $ 100,000            $ 250,000             $ 500,000



                                       17
<PAGE>

Legal, Auditing Fees and Related Offering Costs             $ 68,559              $ 68,559              $ 68,559
and Fees(1)

Net Offering Proceeds                                       $ 31,441             $ 181,441             $ 431,441

Marketing (2)                                                $ 8,000              $ 35,000              $ 69,000

Business Development (3)                                     $ 2,000              $25,000               $ 53,000

Operating Expenses (4)                                      $ 15,935             $ 115,935             $ 303,935

Debt Interest Service(5)                                     $ 5,506              $ 5,506               $ 5,506
                                                      -      --------             -------               -------


TOTAL                                                       $ 100,000            $ 250,000             $ 500,000
                                                            =========            =========             =========
</TABLE>


(1)    We have already paid our securities counsel and auditors $25,000 and
       $16,372, respectively, out of cash reserves. We have already issued our
       securities counsel 400,000 shares of our common stock, at $.10 per share,
       the cost of which has not been deducted from the offering proceeds. Our
       first priority is to pay for our legal, auditing and other fees and costs
       out of our gross proceeds from the offering. Offering costs and fees
       includes costs of printing, transfer agent fees, SEC Registration Fee and
       other miscellaneous expenses.
(2)    We intend to use this portion of net proceeds to create and publish new
       marketing material to distribute to physicians and potential patients who
       want to learn more about our services. Our fourth priority is to pay for
       marketing out of our net offering proceeds.
(3)    We plan on using this portion of net proceeds to try to form strategic
       partnerships with other clinics that perform cancer treatment. Our fifth
       priority is to pay for business development out of our net offering
       proceeds.
(4)    We intend to use this portion of the net proceeds to cover rent and other
       operating expenses and provide working capital for the operation of our
       business. If the maximum amount is raised, we intend to hire additional
       personnel. Our third priority is to pay for operating expenses out of our
       net offering proceeds.
(5)    We have negotiated a renewal of a bank note payable to Commercial Bank in
       Thomasville, Georgia that became due on August 1, 2003. The interest rate
       on the bank note is 4.5%. We have paid $5,200 out of cash reserves to pay
       for all of the interest owing on the bank note thru December 31, 2004. We
       initially borrowed $50,000 from the bank to update our lab equipment and
       to use for operating expenses. Our second priority is to pay for the debt
       interest service out of our net offering proceeds.


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.





                                       18
<PAGE>


ITEM 6. EXHIBITS:

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

INDEX TO EXHIBITS


<TABLE>
<CAPTION>

    Exhibit
    Number                                             Title of Document
    ------                                             -----------------
<S>                   <C>

      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)

     99.2             Certification by Chief Executive Officer, Robert Oldham, pursuant to Section 302 of
                      the Sarbanes-Oxley Act of 2002.

                                       19
<PAGE>

     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.
</TABLE>


(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.


                                       20
<PAGE>


                                   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: 12/13/2006                                     BY: /S/ Chene Gardner
     ---------------                                     -----------------
                                                         Chene Gardner
                                                         Chief Financial Officer


                                       21