SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
______________________

FORM 10-Q

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

For the quarter ended August 31, 2009

OR

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

For the transition period from ________ to ___________

Commission file number: 333-119915

CANCER THERAPEUTICS, INC.
(Name of Small Business Issuer in Its Charter)


Delaware

20-1499421(State or Other Jurisdiction
of Incorporation or Organization)

(IRS Employer
Identification No.)10757 South River Front Pkwy, Suite 125South Jordan, Utah

84095(Address of Principal Executive Offices)

(Zip Code)



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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company.  See definition of  “large accelerated filer,”   “accelerated
filer,” and “smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer [  ]                                                   Accelerated
Filer [  ]                                           Non-Accelerated Filer [  ]
Smaller reporting company  [ X ]


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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.  As of October 14, 2009, the Company had outstanding 85,569,477 shares of common stock, par value $0.001per share.






























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PART I

FINANCIAL INFORMATION

The Financial Statements of the Company are prepared as of August 31, 2009.

ITEM 1.
FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q

3

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








4

CANCER THERAPEUTICS, INC.Balance SheetsASSETSAugust 31,


May 31,2009


2009(Unaudited)CURRENT ASSETSCash and cash equivalents

$
2,015


$
760Total Current Assets


2,015



760OTHER ASSETSLoans receivable


3,445



-Investment in subsidiary


41,632



42,972Total Other Assets


45,077



42,972TOTAL ASSETS

$
47,092


$
43,732LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses

$
109,050


$
127,115Due to related parties


4,341



4,341Notes payable


50,000



50,000Total Current Liabilities


163,391



181,456TOTAL LIABILITIES


163,391



181,456STOCKHOLDERS' DEFICITCommon stock, $0.001 par value; 100,000,000 sharesauthorized, 85,597,690 and 85,007,690 shares issued,85,569,477 and 84,979,477 shares outstanding, respectively


85,598



85,008Treasury stock, 28,211 shares


(14,105
)


(14,105
)Additional paid-in capital


3,462,609



3,404,199Prepaid consulting fees


(290,533
)


(387,378
)Accumulated deficit


(3,359,868
)


(3,225,448
)Total Stockholders' Deficit


(116,299
)


(137,724
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
47,092


$
43,732

The accompanying notes are an integral part of these financial statements
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CANCER THERAPEUTICS, INC.Statements of Operations(Unaudited)For the Three Months EndedAugust 31,2009


2008NET REVENUES

$
-


$
-OPERATING EXPENSESConsulting


106,844



-Professional fees


18,643



-General and administrative


6,553



18Total Operating Expenses


132,040



18LOSS FROM OPERATIONS


(132,040
)


(18
)OTHER INCOME (EXPENSES)Loss on investment


(1,340
)


-Interest expense


(1,040
)


(5,411
)Total Other Income (Expenses)


(2,380
)


(5,411
)LOSS BEFORE INCOME TAXES


(134,420
)


(5,429
)INCOME TAX EXPENSE


-



-NET LOSS

$
(134,420
)

$
(5,429
)BASIC AND FULLY DILUTED NET LOSS PER SHARE

$
(0.00
)

$
(0.00
)BASIC AND FULLY DILUTED WEIGHTED AVERAGENUMBER OF SHARES OUTSTANDING


85,431,325



4,129,477







The accompanying notes are an integral part of these financial statements
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CANCER THERAPEUTICS, INC.Statements of Cash Flows(Unaudited)For the Three Months EndedAugust 31,2009


2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(134,420
)

$
(5,429
)Adjustments to reconcile net loss to netcash used by operating activities:Amortization of prepaid services for stock


96,845



-Loss on investment in subsidiary


1,340



-Changes in operating assets and liabilities:Accounts payable and accrued expenses


(18,065
)


3,921Due to related parties


-



1,490Net Cash Used by Operating Activities


(54,300
)


(18
)CASH FLOWS FROM INVESTING ACTIVITIES:Cash payments for loans receivable - related party


(3,445
)


-Net Cash Used by Investing Activities


(3,445
)


-CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from exercise of stock warrants


59,000



-Net Cash Provided by Financing Activities


59,000



-NET INCREASE (DECREASE) IN CASH ANDCASH EQUIVALENTS


1,255



(18
)CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


760



51CASH AND CASH EQUIVALENTS, END OF PERIOD

$
2,015


$
33SUPPLEMENTAL CASH FLOW INFORMATION:Cash Payments For:Interest

$
-


$
-Income taxes

$
-


$
-The accompanying notes are an integral part of these financial statements
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CANCER THERAPEUTICS, INC.
Notes to the Financial Statements
August 31, 2009


NOTE 1
BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The
information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s audited financial statements and
notes thereto included in its Form 10K filed on September 15, 2009.  Operating results for the three months ended August 31, 2009 are not necessarily indicative of the results to be expected for the year ending May 31, 2010.

NOTE 2         GOING CONCERN CONSIDERATIONS

The accompanying financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  As reported in its Annual Report on Form 10-K for the fiscal
year ended May 31, 2009, the Company’s stockholders’ deficit was $137,724 and had a working capital deficit, continued losses, and negative cash flows from operations.  These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans to address and alleviate these concerns are as follows:

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

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

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

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

Overview

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

Results of Operations

Following is our discussion of the relevant items affecting results of operations for the periods ended August 31, 2009 and 2008.  The operations of the Company are continually decreasing as it has entered into shell status.

Revenues.  Cancer Therapeutics generated zero net revenues during the three months ended August 31, 2009 and 2008.  As the Company has entered into shell status, revenues are expected
to be at or near zero for the foreseeable future.

Consulting Expense.  Consulting expense for the three months ended August 31, 2009 was $106,844 compared to $-0- for the three months ended August 31, 2008.  The Company issued 40,000,000 shares of common stock to various consulting
firms on April 15, 2009 as we seek potential acquisitions and disruptive cancer research and technology opportunities to invest in, develop, and commercialize.  We also seek partners to co-develop drugs.  The issuance of stock was recorded as prepaid equity for the year ended May 31, 2009 as the contract goes through April, 2010.  The portion of the prepaid equity related to the three months ended August 31, 2009 was recorded as consulting expense.

Professional Fees.  Our professional fees include outside legal, accounting and other professional fees.  Professional fees for the three months ended August 31, 2009 were $18,643, compared to $-0- during the three months ended August
31, 2008.  The increase in professional fees is the result of the Company hiring a public relations firm to produce press releases which will attract potential acquisitions as well as investment capital.  Furthermore, accounting and auditing services are continually provided to the company in conjunction with the audits and preparation of the financial statements.

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, 2009 was $6,553, compared to $18 during the three months ended August
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31, 2008.  The increase was anticipated as the Company updated its website in order to attract potential companies to acquire or partner with, and expenses related to the conversion of debt.
Other Income (Expense).  We incurred net other expense of $2,380 for the three months ended August 31, 2009 compared to net other expense of $5,411 for the three months ended August 31, 2008.  Expenses
incurred in this category were comprised of interest expense associated with promissory notes issued by the Company and interest due to the IRS on unpaid payroll taxes and the loss on investment of Nano Technologies, a subsidiary of the Company.  The decrease in interest expense is due the conversion of notes payable into stock during the year ended May 31, 2009.

Off-Balance Sheet Arrangements.

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

Personnel

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

Liquidity and Capital Resources

Since inception, we have financed our operations from a combination of loans, issuance of promissory notes, and from business revenues.  As of August 31, 2009, our primary source of liquidity consisted of $2,015 in cash and cash equivalents.  Cancer Therapeutics has sustained significant net losses
which have resulted in an accumulated deficit at August 31, 2009 of $116,299.  Our losses raise doubts about our ability to continue the business of Cancer Therapeutics as a going concern.  Our current financial condition is dire.  We have defaulted on several loans, and are currently in settlement with the Internal Revenue Service for unpaid taxes.  Consequently, we anticipate that we will require additional cash inflows from increased revenues or sales of debt or equity
capital to maintain operations and/or finance substantial business initiatives that may arise.  With the expected cash requirements for the coming months, without additional cash inflows from an increase in revenues and from the sale of shares pursuant to this offering, we have substantial doubt as to our ability to continue to operate.  We believe our present capital resources are insufficient for ongoing operation.  We cannot assure you that we will be able to raise sufficient
funds to further develop and market our services.  Our lack of funds will materially affect Cancer Therapeutics, and may cause us to cease operations.  Consequently, you could incur a loss of your entire investment in Cancer Therapeutics.

FORWARD LOOKING STATEMENTS AND RISK FACTORS

Forward Looking Statements

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

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

RISK FACTORS

Operating Risks

We have Defaulted Loan Obligations.We received loans to continue operations as detailed in our financial statements.  These loans are in default or may be in default
upon demand by the creditors.  As a result of our default position, these creditors may obtain judgment or other lawful remedies to collect on the debts now or in the future.  We will still need to raise additional capital or increase our business profits to satisfy these creditors.  We cannot assure you that we will be successful in repaying any or all of these creditors.  As of August 31, 2009, the total amount due on these loans was $60,358 which consists of $50,000
of principal and $10,358 of interest.

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

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

Investment Risks

Speculative Investment.  The shares of the Company’s common stock are a speculative investment. To date, the Company has generated substantial losses and has
yet to achieve a profit.  If the Company fails to generate profits, it is unlikely that the Company will be able to meet its financial
11
obligations and investors could lose their entire investments.
Securities Class Action Claims Based Upon Price Fluctuation.  Securities class action claims have been brought against issuing companies in the past after volatility
in the market price of a company’s securities.  With respect to the Company, such litigation could be very costly and divert the attention of the Company’s management and resources, and any adverse determination in such litigation could also subject the Company to significant liabilities, any or all of which could have a material adverse effect on the Company’s business, results of operations, and financial condition.

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

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

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide this information.

ITEM 4.  CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

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

As of August 31, 2009, the end of our third quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Controller, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure
controls and procedures were effective as of the end of the period covered by this annual report.  Our board of directors has only one member.  We do not have a formal audit committee.

Management’s Report on Internal Control over Financial Reporting

12

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 August 31, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of August 31, 2009, our internal control over financial reporting is effective in providing reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission
that permit the Company to provide only management’s report in this annual report.
Inherent limitations on effectiveness of controls

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

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended August 31, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.


PART II

OTHER INFORMATION
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ITEM 1.             LEGAL PROCEEDINGS

None.

ITEM 1A.          RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this item.

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

None.


ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None

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

Not Applicable.

ITEM 5.
OTHER INFORMATION

Not applicable.

ITEM 6.
EXHIBITS

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


INDEX TO EXHIBITS


Exhibit
Number

Title of Document3.1

Certificate of Incorporation of Cancer Therapeutics, Inc., a Delaware corporation. (1)3.2

Bylaws of Cancer Therapeutics, Inc., a Delaware corporation. (2)4.1
4.2
4.3

Form of Common Stock Certificate. (3)
Consulting Agreement with MMAAK Holdings, Inc. (4)
Consulting Agreement with Cedar Ridge Management (5)5.1

Opinion of Kenneth I. Denos, P.C., Attorney at Law (including consent). (6)10.1

NanoTherapies Unit Purchase Agreement.  (7)23.1

Consent of Bouwhuis, Morrill and Company, LLC. (8)23.2

Consent of Kenneth I. Denos, P.C. (Filed as part of Exhibit 5.1). (9)31

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

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

(1)
Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2006.
(2)
Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2006.
(3)
Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2006.
(4)
Filed as an Exhibit to the Company’s 10-K filed for the year ending May 31, 2009.
(5)
Filed as an Exhibit to the Company’s 10-K filed for the year ending May 31, 2009.
(6)
Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2006.
(7)
Filed as an Exhibit to the Company’s 8-K filed on May 29, 2009.
(8)
Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2006.
(9)
Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2006.

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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: October 15, 2009
BY: /S/ Chene GardnerChene GardnerChief Executive Officer


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