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 29, 2008





OR





[   ]
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934





For the
transition period from ________ to ___________





Commission
file number: 333-119915





CANCER THERAPEUTICS,
INC.


(Name of
Small Business Issuer in Its Charter)








Delaware
            
            20-1499421(State
      or Other Jurisdiction
              of
      Incorporation or Organization)
            
            (IRS
      Employer
              Identification
      No.)10757
      South River Front Pkwy, Suite 125South
      Jordan, Utah
            
            84095(Address
      of Principal Executive Offices)
            
            (Zip
      Code)











(801) 816-2533Issuer’s
      Telephone Number, Including Area Code




210 West
Hansell Street, Thomasville, Georgia, 31792


(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
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes [ x ]No
[   ]





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











APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY





PROCEEDINGS
DURING THE PRECEDING FIVE YEARS


Check
whether the registrant has filed all documents and reports required to be filed
by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution
of securities under a plan confirmed by a court. Yes [   ] 
No [   ]





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.  As of April 14, 2008, the Company
had outstanding 4,129,477 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 29,
2008.





ITEM
      1.
            FINANCIAL
      STATEMENTS REQUIRED BY FORM 10-QSB








CONTENTSBalance
      Sheet
            4Statements
      of Operations
            5Statements
      of Cash Flows
            6Notes
      to the Financial Statements
            7























3


CANCER
      THERAPEUTICS, INC.Balance
      Sheet(Unaudited)ASSETSFebruary
      29,2008CURRENT
      ASSETSCash
      and cash equivalents
              
              $
              680Total
      Current Assets
              
              
              680TOTAL
      ASSETS
              
              $
              680LIABILITIES AND
      STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              $
              183,198Due
      to related parties
              
              
              108,381Notes
      payable
              
              
              50,000Notes
      payable - related parties
              
              
              165,994Total
      Current Liabilities
              
              
              507,573STOCKHOLDERS'
      DEFICITCommon
      stock, $0.001 par value; 100,000,000shares
      authorized, 4,157,688 shares issued,4,129,477
      shares outstanding
              
              
              4,158Treasury
      stock
              
              
              (14,106
              )Additional
      paid-in capital
              
              
              2,517,862Accumulated
      deficit
              
              
              (3,014,807
              )Total
      Stockholders' Deficit
              
              
              (506,893
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              680The
      accompanying notes are an integral part of these financial
      statements
  4
    CANCER
      THERAPEUTICS, INC.Statements
      of Operations(Unaudited)For
      the Three Months Ended
              
              
              For
      the Nine Months EndedFebruary
      29,
              
              
              February
      29,2008
              
              
              2007
              
              
              2008
              
              
              2007NET
      REVENUES
              
              $
              -
              
              
              $
              2,515
              
              
              $
              75
              
              
              $
              14,890OPERATING
      EXPENSESGeneral
      and administrative
              
              
              68
              
              
              
              11,313
              
              
              
              3,396
              
              
              
              47,590Professional
      fees
              
              
              2,250
              
              
              
              2,250
              
              
              
              16,700
              
              
              
              16,728Total
      Operating Expenses
              
              
              2,318
              
              
              
              13,563
              
              
              
              20,096
              
              
              
              64,318OTHER
      INCOME (EXPENSES)Gain
      on settlement of debt
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              141,600Gain
      on sale of assets
              
              
              -
              
              
              
              -
              
              
              
              14,106
              
              
              
              -Interest
      expense
              
              
              (5,084
              )
              
              
              (4,671
              )
              
              
              (14,919
              )
              
              
              (13,435
              )Total
      Other Income (Expenses)
              
              
              (5,084
              )
              
              
              (4,671
              )
              
              
              (813
              )
              
              
              128,165INCOME
      (LOSS) BEFORE INCOME TAXES
              
              
              (7,402
              )
              
              
              (15,719
              )
              
              
              (20,834
              )
              
              
              78,737INCOME
      TAX EXPENSE
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
      INCOME (LOSS)
              
              $
              (7,402
              )
              
              $
              (15,719
              )
              
              $
              (20,834
              )
              
              $
              78,737BASIC
      NET INCOME (LOSS) PER SHARE
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.01
              )
              
              $
              0.02WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
              
              
              4,129,477
              
              
              
              4,134,611
              
              
              
              4,138,880
              
              
              
              4,116,049The
      accompanying notes are an integral part of these financial
      statements
  5
    CANCER
      THERAPEUTICS, INC.Statements
      of Cash Flows(Unaudited)For
      the Nine Months EndedFebruary
      29,2008
              
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
              
              $
              (20,834
              )
              
              $
              78,737Adjustments
      to reconcile net income (loss) to netcash
      used by operating activities:Gain
      on settlement of debt
              
              
              -
              
              
              
              (141,600
              )Gain
      on sale of assets
              
              
              (14,106
              )
              
              
              -Changes
      in operating assets and liabilities:Accounts
      payable and accrued expenses
              
              
              13,038
              
              
              
              20,134Due
      to related parties
              
              
              15,019
              
              
              
              1,400Net
      Cash Used by Operating Activities
              
              
              (6,883
              )
              
              
              (41,329
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIES:Payments
      on notes payable - related parties
              
              
              -
              
              
              
              (2,000
              )Proceeds
      from notes payable - related parties
              
              
              6,550
              
              
              
              12,500Proceeds
      from issuance of common stock
              
              
              -
              
              
              
              30,000Net
      Cash Provided by Financing Activities
              
              $
              6,550
              
              
              $
              40,500NET
      DECREASE IN CASH AND CASHEQUIVALENTS
              
              $
              (333
              )
              
              $
              (829
              )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              1,013
              
              
              
              1,552CASH
      AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              680
              
              
              $
              723SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      Payments For:Interest
              
              $
              574
              
              
              $
              4,675Income
      taxes
              
              $
              -
              
              
              $
              -The
      accompanying notes are an integral part of these financial
      statements








6


CANCER
THERAPEUTICS, INC.


Notes to
the Financial Statements


February
29, 2008








NOTE
      1
            BASIS
      OF FINANCIAL STATEMENT PRESENTATION





The
      accompanying unaudited consolidated financial statements have been
      prepared by the Company pursuant to the rules and regulations of the
      Securities and Exchange Commission.  Certain information and
      footnote disclosures normally included in financial statements prepared in
      accordance with U.S. generally accepted accounting principles have been
      condensed or omitted in accordance with such rules and
      regulations.  The information furnished in the interim financial
      statements includes normal recurring adjustments and reflects all
      adjustments, which, in the opinion of management, are necessary for a fair
      presentation of such financial statements.  Although management
      believes the disclosures and information presented are adequate to make
      the information not misleading, it is suggested that these interim
      consolidated financial statements be read in conjunction with the
      Company’s audited financial statements and notes thereto included in its
      Form 10KSB filed on August 30, 2007.  Operating results for the
      nine months ended February 29, 2008 are not necessarily indicative of the
      results to be expected for the year ending May 31,
  2008.





NOTE
2          GOING CONCERN
CONSIDERATIONS





The
accompanying financial statements have been prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  As reported in its Annual Report on Form 10-KSB for the
fiscal year ended May 31, 2007, the Company’s stockholders’ deficit was $471,953
and had a working capital deficit, continued losses, and negative cash flows
from operations.  These factors combined, raise substantial doubt
about the Company’s ability to continue as a going
concern.  Management’s plans to address and alleviate these concerns
are as follows:





The
Company’s management continues to develop a strategy of exploring all options
available to it so that it can develop successful operations and have sufficient
funds, therefore, as to be able to operate over the next twelve
months.  The Company is attempting to improve these conditions by way
of financial assistance through issuances of additional equity and by generating
revenues through sales of products and services.  No assurance can be
given that funds will be available, or, if available, that it will be on terms
deemed satisfactory to management.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually attain profitable operations.  The
accompanying condensed consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result from
the outcome of these uncertainties.





NOTE
3          DISPOSITION OF
OPERATING ASSETS





Effective
July 31, 2007, the Company sold all of its operating assets to a shareholder in
exchange for the return of 28,211 shares of common stock which are now held in
Treasury.  This transaction resulted in a gain on the sale of assets
in the amount of $14,106 as shown on the statement of operations.











7





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




You should
read the following discussion of the company's financial condition and results
of operations in conjunction with the audited financial statements and related
notes included in the filing of the company’s latest annual
10-KSB.  This discussion may contain forward-looking statements,
including, without limitation, statements regarding our expectations, beliefs,
intentions, or future strategies that are signified by the words "expects,"
"anticipates," "intends," "believes," or similar language.  Actual
results could differ materially from those projected in the forward looking
statements.  You should carefully consider the information under the
caption "Risk Factors" in this filing, in addition to the other information set
forth in this report.  We caution you that Cancer Therapeutics’
business and financial performance is subject to substantial risks and
uncertainties.







Overview





On July
31, 2007, the Company sold all operating assets to a shareholder of the
Company.  This transaction resulted in the Company becoming a shell
(as defined in Rule 12b-2 of the Exchange Act).





Results
of Operations





Following
is our discussion of the relevant items affecting results of operations for the
periods ended February 29, 2008 and 2007.  The operations of the
Company are continually decreasing as it has entered into shell
status.





Revenues.  Cancer
Therapeutics generated net revenues of $75 during the nine months ended February
29, 2008, compared to $14,890 in net revenues for the nine months ended February
29, 2007.  As the Company has entered into shell status, revenues are
expected to be at or near zero for the foreseeable future.





Potential Liability for a Violation
of the Securities Act of 1933.  Some of our
shareholders received their shares as a result of the liquidation of Immune
Complex Corporation.  The shares received were not registered under
the Securities Act and did not qualify for an exemption there
from.  447,688 shares were received by 132 shareholders as a result of
the liquidation of Immune Complex Corporation.  Consequently, we may
be liable to each of our shareholders who received shares of Cancer Therapeutics
in connection with this liquidation.  We may be required to rescind
the transaction in which the shares of Cancer Therapeutics were distributed to
our shareholders, and may also be required to compensate these
shareholders.  Our management has estimated the potential liability of
Cancer Therapeutics in this respect at $.03 to $.05 per share at the time of
distribution which equates to a potential liability of $13,431 to
$22,384.  This was the estimated value of Cancer Therapeutics at the
time of distribution as determined by our board of directors.  The
shareholders who received shares did not pay any consideration for their
shares.  We have noted this estimated potential liability in the notes
to our financial statements.





General and Administrative
Expenses.  Our general and administrative expenses have been
comprised of administrative wages and benefits; contract labor; occupancy and
office expenses; travel and other miscellaneous office and administrative
expenses.  General and administrative expenses for the nine months
ended February 29, 2008 was $3,396, compared to $47,590 during the nine months
ended February 29, 2007.  As the Company has entered into shell
status, all expenses are expected to continue to decrease and approach zero for
the foreseeable future.  Management has made a concerted effort to
decrease expenses to a minimum.





Professional
Fees.  Our professional fees include outside legal, accounting
and other professional fees.  Professional fees for the nine months
ended February 29, 2008 were $16,700, compared to $16,728 during the nine months
ended February 29, 2007.  Although the Company is in shell status,
accounting and auditing services are continually provided to the company in
conjunction with the audits and preparation of the financial
statements.






8





Gain on Settlement of
Debt.During the nine months ended February 29, 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.





Gain on Sale of
Assets.During the nine months ended February 29, 2008, the
Company sold certain assets in exchange for stock held by a
shareholder.  This resulted in a gain on the sale of assets in the
amount of $14,106 which is the corresponding amount held in Treasury
stock.





Other Expenses.  Expenses incurred
in this category were comprised of interest expense associated with promissory
notes issued by the Company and interest due to the IRS on unpaid payroll
taxes.  Interest expense for the nine months ended February 29, 2008,
was $14,919 compared to $13,435 during the nine months ended February 29,
2007.  No major change is expected in interest expense until the
Company is able to pay down the promissory notes.





Off-Balance
Sheet Arrangements.





Cancer
Therapeutics is not subject to any off-balance sheet arrangements.





Personnel





Cancer Therapeutics has -0- full-time
employees.  However, the CEO and other project-based contract
personnel are utilized to carry out our business.  These project-based
contract personnel are temporary engagements used to assist us.





Liquidity
and Capital Resources





Since inception, we have financed our
operations from a combination of loans, issuance of promissory notes, and from
business revenues.  As of February 29, 2008, our primary source of
liquidity consisted of $680 in cash and cash equivalents.  Cancer
Therapeutics has sustained significant net losses which have resulted in an
accumulated deficit at February 29, 2008 of $3,014,807.  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 had net income of $62,371 for the year ending May 31, 2007,
with the gain on the settlement of debt contributing $141,600 in non operating
income.  With the expected cash requirements for the coming months,
without additional cash inflows from an increase in revenues and from the sale
of shares pursuant to this offering, we have substantial doubt as to our ability
to continue to operate.  We believe our present capital resources are
insufficient for ongoing operation.  We cannot assure you that we will
be able to raise sufficient funds to further develop and market our
services.  Our lack of funds will materially affect Cancer
Therapeutics, and may cause us to cease operations.  Consequently, you
could incur a loss of your entire investment in Cancer
Therapeutics.





FORWARD
LOOKING STATEMENTS AND RISK FACTORS





Forward
Looking Statements





When used in this report, the words,
“believes,” “plans,” “expects,” and similar expressions are intended by us to
identify forward-looking statements within the meaning of and Section 21E of the
Securities Exchange Act of 1934, as amended.  Such statements are
subject to certain risks and uncertainties, including those discussed below,
that could cause actual results to differ materially from those we have
projected.  These forward-looking statements speak only as of the date
hereof.  All of these forward-looking statements are based on our
estimates and assumptions, which although we believe them to be reasonable, are
inherently uncertain and difficult to predict.  We cannot assure you
that the benefits anticipated in these forward-looking statements will be
achieved.






9





We undertake no obligation to update
any forward-looking statements, but you are advised to consult any further
disclosures by Cancer Therapeutics on this subject in its subsequent filings
pursuant to the Securities Exchange Act of 1934.  Furthermore, we are
providing these cautionary statements identifying risk factors, listed below,
that could cause our actual results to differ materially from expected and
historical results.  It is not possible for our management to foresee
or identify all such factors.  Consequently, this list should not be
considered an exhaustive statement of all potential risks, uncertainties and
inaccurate assumptions.





RISK
FACTORS








Operating Risks





We May be Subject
to Liability for a Violation of the Securities Act of
1933.  Some of our shareholders received their shares as a
result of the liquidation of Immune Complex Corporation on June 8,
2000.  The shares received were not registered under the Securities
Act and did not qualify for an exemption there from.  Consequently, we
may be liable to each of our shareholders who received shares of Cancer
Therapeutics in connection with this liquidation.  We may be required
to rescind the transaction in which the shares of Cancer Therapeutics were
distributed to our shareholders, and may also be required to compensate these
shareholders.  Our management has estimated the potential liability of
Cancer Thereapeutics in this respect at $.03 to $.05 per share at the time of
distribution which equates to a potential liability of $13,431 to
$22,384.  We have noted this estimated potential liability in the
notes to our financial statements.





We have Defaulted Loan
Obligations.We
received loans to continue operations as detailed in our financial
statements.  These loans are in default or may be in default upon
demand by the creditors.  As a result of our default position, these
creditors may obtain judgment or other lawful remedies to collect on the debts
now or in the future.  We will still need to raise additional capital
or increase our business profits to satisfy these creditors.  We
cannot assure you that we will be successful in repaying any or all of these
creditors.  As of February 29, 2008, the total amount due on these
loans was $347,078 which consists of $233,645 of principal and $113,433 of
interest.





We Have
Consistently Operated at a Loss.  Cancer
Therapeutics was organized in 1991 and has consistently operated at a loss, and
we cannot assure you that we will be able to operate Cancer Therapeutics
profitably.  In the event we are unsuccessful at operating our
business profitably, we cannot assure you that Cancer Therapeutics could
successfully become involved in any other business venture.  We
presently have no plans, commitment, or arrangements with respect to any other
potential business venture.





We have no
Operating Capital, and We Must Raise Additional Capital to Remain in
Business.  We presently
have no operating capital and are dependent upon future fundraising efforts to
provide the minimum capital necessary to continue our business.  Such
fundraising efforts may include the sale of additional shares of Cancer
Therapeutics such as is contemplated in this offering or will involve commercial
borrowing.  Although we believe that our status as a publicly-traded
company will enhance our ability to raise additional capital, our financial
condition is dire and we are currently operating with no or very little working
capital, and several loan obligations.  We cannot assure you that such
our shares will ever be publicly traded and capital will be available to meet
the costs of our operations, or that it will be available on acceptable
terms.  Even if we raise the maximum amount of fundraising, we will
still need to raise additional capital to operate our
company.  Presently, our current offering is our sole source of
potential funding and we have no commitments or arrangements from commercial
lenders or other sources.





Investment Risks





Speculative
Investment.  The shares of the
Company’s common stock are a speculative






10
 
   investment.
To date, the Company has generated substantial losses and has yet to achieve a
profit.  If the Company fails to generate profits, it is unlikely that
the Company will be able to meet its financial


obligations
and investors could lose their entire investments.





Securities Class
Action Claims Based Upon Price Fluctuation.  Securities class
action claims have been brought against issuing companies in the past after
volatility in the market price of a company’s securities.  With
respect to the Company, such litigation could be very costly and divert the
attention of the Company’s management and resources, and any adverse
determination in such litigation could also subject the Company to significant
liabilities, any or all of which could have a material adverse effect on the
Company’s business, results of operations, and financial condition.





No Active
Market.  Although the
Company’s shares are traded on the NASD Electronic Bulletin Board, the Company
believes that the public trading price may be an inaccurate representation of
the value of the Company because there is little or no trading volume in the
Company’s shares and no analysts or NASD market makers actively follow the
Company.





No
Dividends.  The Company does
not anticipate paying dividends on its Common Stock  in the
foreseeable future, and may be restricted from paying dividends in the future
pursuant to subsequent financing arrangements.





You Could be
Diluted from the Issuance of Additional Common and Preferred
Stock.  Cancer Therapeutics is authorized to issue up to
100,000,000 shares of common stock and 10,000,000 shares of preferred
stock.  To the extent of such authorization, our board of directors
will have the ability, without seeking shareholder approval, to issue additional
shares of common stock in the future for such consideration as the board may
consider sufficient.  The issuance of additional common stock in the
future may reduce your proportionate ownership and voting power.








ITEM
3A.      CONTROLS AND PROCEDURES







Management’s
Report on Disclosure Controls and Procedures




We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to our
management, to allow for timely decisions regarding required
disclosure.




As of
February 29, 2008, the end of our third quarter covered by this report, we
carried out an evaluation, under the supervision of our Chief Executive Officer
and Controller, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, we concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this annual report.  Our board of directors has only
one member.  We do not have a formal audit committee.




Management’s
Report on Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Securities Exchange Act, as amended). In fulfilling this responsibility,
estimates and judgments by management are required to assess the expected
benefits and related costs of control procedures. The objectives of internal
control include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or
disposition, and that transactions are executed in accordance with management’s
authorization and recorded properly to permit the preparation of consolidated
financial statements in conformity with accounting principles generally accepted
in the United States. Our management assessed the effectiveness of our internal
control over financial reporting as of February 29, 2008. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of






11
 
   the
Treadway Commission (“COSO”) in Internal Control-Integrated
Framework. Our management has concluded that, as of February 29, 2008,
our internal control over financial reporting is effective in providing
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with US
generally accepted accounting principles.




This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this annual report.




Inherent
limitations on effectiveness of controls




Internal
control over financial reporting has inherent limitations which include but is
not limited to the use of independent professionals for advice and guidance,
interpretation of existing and/or changing rules and principles, segregation of
management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.




Changes
in Internal Control over Financial Reporting




There
have been no significant changes in our internal controls over financial
reporting that occurred during the quarter ended February 29, 2008 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.







PART
II





OTHER
INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS





None


12





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





None





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None.





ITEM
4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS





Not Applicable.





ITEM
      5.
            OTHER
      INFORMATION





Not applicable.





13


ITEM
6.      EXHIBITS:





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





INDEX
TO EXHIBITS








Exhibit
              Number
            
            Title of
      Document3.1
            
            Certificate
      of Incorporation of Cancer Therapeutics, Inc., a Delaware corporation.
      (1)3.2
            
            Bylaws
      of Cancer Therapeutics, Inc., a Delaware corporation.
  (2)4.1
            
            Form
      of Common Stock Certificate. (3)5.1
            
            Opinion
      of Kenneth I. Denos, P.C., Attorney at Law (including consent).
      (4)10.1
            
            Warrant
      Issued to Healthcare Enterprise Group, Inc. (5)10.2
            
            Engagement
      Agreement between the Registrant and John Thomas, Esq.
  (6)10.3
            
            Accounting
      Services Agreement between the Registrant and Chene C. Gardner
      (7)10.4
            
            Engagement
      Agreement between the Registrant and Kenneth I. Denos, P.C.
      (8)10.5
            
            Advisory
      Agreement between the Registrant and Industrial Management & Equity
      Limited (9)10.6
            
            Form
      of Subscription Agreement between Cancer Therapeutics and Investors
      (10)10.7
            
            Escrow
      Agreement (11)10.8
            
            Summary
      of Oral Agreement between the Registrant and Robert K. Oldham
      (12)10.9
            
            Summary
      of Oral Agreement between the Registrant and Walter Lewko
    (13)10.10
            
            Appointment
      Letter for Mike K. Low (14)10.11
            
            Specimen
      Contract with John D. Archibold Memorial Hospital, Inc.
    (15)23.1
            
            Consent
      of Bouwhuis, Morrill and Company, LLC. (16)23.2
            
            Consent
      of Kenneth I. Denos, P.C. (Filed as part of Exhibit 5.1).
    (17)99.1
            
            Senate
      Bill 341 (18)


14





31
            
            Certification
      by Chief Executive Officer and Chief Financial Officer, Chene Gardner,
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32
            
            Certification
      by Chief Executive Officer and Chief Financial Officer, Chene Gardner,
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.








(1)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(2)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(3)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(4)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(5)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(6)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(7)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(8)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(9)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(10)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(11)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(12)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(13)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(14)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(15)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(16)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(17)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.


(18)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed
      effective by the Commission on May 15,
2007.

















15





SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.





CANCER
      THERAPEUTICS, INC.Date:
      April 14,
      2008
            BY:
      /S/ Chene
      GardnerChene
      GardnerChief
      Executive Officer











16