SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C.  20549


______________________





FORM
10-Q





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





For the
quarter ended November 30, 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








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





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





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





Large
Accelerated Filer
[  ]                                                   Accelerated
Filer
[  ]                                           Non-Accelerated
Filer [  ]


Smaller
reporting company  [ X ]








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








APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





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





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable
date.  As of January 14, 2009, the Company had outstanding 4,129,477
shares of common stock, par value $0.001per share.




























































































2











PART
I





FINANCIAL
INFORMATION





The
Financial Statements of the Company are prepared as of November 30,
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)ASSETSNovember
      30,2008CURRENT
      ASSETSCash
      and cash equivalents
              
              $
              24Total
      Current Assets
              
              
              24TOTAL
      ASSETS
              
              $
              24LIABILITIES AND
      STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              $
              200,936Due
      to related parties
              
              
              123,871Notes
      payable
              
              
              50,000Notes
      payable - related parties
              
              
              165,994Total
      Current Liabilities
              
              
              540,801STOCKHOLDERS'
      DEFICITCommon
      stock, $0.001 par value; 100,000,000 sharesauthorized,
      4,157,688 shares issued,4,129,477
      shares outstanding
              
              
              4,158Treasury
      stock, 28,211 shares
              
              
              (14,105
              )Additional
      paid-in capital
              
              
              2,517,862Accumulated
      deficit
              
              
              (3,048,692
              )Total
      Stockholders' Deficit
              
              
              (540,777
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              24The
      accompanying notes are an integral part of these financial
      statements
  4


CANCER
      THERAPEUTICS, INC.Statements
      of Operations(Unaudited)For
      the Three Months
              
              
              For
      the Six MonthsEnded
      November 30,
              
              
              Ended
      November 30,2008
              
              
              2007
              
              
              2008
              
              
              2007NET
      REVENUES
              
              $
              -
              
              
              $
              75
              
              
              $
              -
              
              
              $
              75OPERATING
      EXPENSESGeneral
      and administrative
              
              
              289
              
              
              
              1,686
              
              
              
              307
              
              
              
              3,328Professional
      fees
              
              
              9,500
              
              
              
              3,000
              
              
              
              9,500
              
              
              
              14,450Total
      Operating Expenses
              
              
              9,789
              
              
              
              4,686
              
              
              
              9,807
              
              
              
              17,778LOSS
      FROM OPERATIONS
              
              
              (9,789
              )
              
              
              (4,611
              )
              
              
              (9,807
              )
              
              
              (17,703
              )OTHER
      INCOME (EXPENSES)Gain
      on sale of assets
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              14,106Interest
      expense
              
              
              (5,534
              )
              
              
              (4,807
              )
              
              
              (10,945
              )
              
              
              (9,834
              )Total
      Other Income (Expenses)
              
              
              (5,534
              )
              
              
              (4,807
              )
              
              
              (10,945
              )
              
              
              4,272LOSS
      BEFORE INCOME TAXES
              
              
              (15,323
              )
              
              
              (9,418
              )
              
              
              (20,752
              )
              
              
              (13,431
              )INCOME
      TAX EXPENSE
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (15,323
              )
              
              $
              (9,418
              )
              
              $
              (20,752
              )
              
              $
              (13,431
              )BASIC
      NET LOSS PER SHARE
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.01
              )
              
              $
              (0.00
              )WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
              
              
              4,129,477
              
              
              
              4,129,477
              
              
              
              4,129,477
              
              
              
              4,138,880The
      accompanying notes are an integral part of these financial
      statements


5


CANCER
      THERAPEUTICS, INC.Statements
      of Cash Flows(Unaudited)For
      the Six MonthsEnded
      November 30,2008
              
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income loss
              
              $
              (20,752
              )
              
              $
              (13,431
              )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Gain
      on sale of assets
              
              
              -
              
              
              
              (14,106
              )Changes
      in operating assets and liabilities:Accounts
      payable and accrued expenses
              
              
              9,299
              
              
              
              8,130Due
      to related parties
              
              
              11,426
              
              
              
              13,045Net
      Cash Used by Operating Activities
              
              
              (27
              )
              
              
              (6,362
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable - related parties
              
              
              -
              
              
              
              5,900Net
      Cash Provided by Financing Activities
              
              $
              -
              
              
              $
              5,900NET
      INCREASE (DECREASE) IN CASHAND
      CASH EQUIVALENTS
              
              $
              (27
              )
              
              $
              (462
              )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              51
              
              
              
              1,013CASH
      AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              24
              
              
              $
              551SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      Payments For:Interest
              
              $
              -
              
              
              $
              574Income
      taxes
              
              $
              -
              
              
              $
              -The
      accompanying notes are an integral part of these financial
      statements
  6


CANCER
THERAPEUTICS, INC.


Notes to
the Financial Statements


November
30, 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 September 15,
2008.  Operating results for the six months ended November 30, 2008
are not necessarily indicative of the results to be expected for the year ending
May 31, 2009.


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, 2008, the Company’s stockholders’ deficit was $520,025
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 for the six
months ended November 30, 2007.











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 November 30, 2008 and 2007.  The operations of the
Company are continually decreasing as it has entered into shell
status.





Revenues.  Cancer
Therapeutics generated zero and $75, respectively, in net revenues during the
six months ended November 30, 2008 and 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 six months
ended November 30, 2008 was $307, compared to $3,328 during the six months ended
November 30, 2007.  As the Company has entered into shell status, all
expenses are expected to continue to decrease and approach zero for the
foreseeable future.





Professional
Fees.  Our professional fees include outside legal, accounting
and other professional fees.  Professional fees for the six months
ended November 30, 2008 were $9,500, compared to $14,450 during the six months
ended November 30, 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.





Gain on Sale of
Assets.During the six months ended November 30, 2007, the
Company sold certain assets in exchange for stock held by a
shareholder.  This resulted in a gain on the sale of assets
in


8


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 six months ended November 30, 2008,
was $10,945 compared to $9,834 during the six months ended November 30,
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 November 30,
2008, our primary source of liquidity consisted of $24 in cash and cash
equivalents.  Cancer Therapeutics has sustained significant net losses
which have resulted in an accumulated deficit at November 30, 2008 of
$3,048,692.  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 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.


9





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 November 30, 2008, the total amount due on these
loans was $329,066 which consists of $215,994 of principal and $113,072 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


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


10


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
November 30, 2008, the end of our second quarter covered by this report, we
carried out an evaluation, under the supervision of our Chief Executive Officer
and Controller, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, we concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this annual report.  Our board of directors has only
one member.  We do not have a formal audit committee.






Management’s
Report on Internal Control over Financial Reporting






Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Securities Exchange Act, as amended). In fulfilling this responsibility,
estimates and judgments by management are required to assess the expected
benefits and related costs of control procedures. The objectives of internal
control include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or
disposition, and that transactions are executed in accordance with management’s
authorization and recorded properly to permit the preparation of consolidated
financial statements in conformity with accounting principles generally accepted
in the United States. Our management assessed the effectiveness of our internal
control over financial reporting as of November 30, 2008. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated
Framework. Our management has concluded that, as of November 30, 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.




11




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






Inherent
limitations on effectiveness of controls






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






Changes
in Internal Control over Financial Reporting






There
have been no significant changes in our internal controls over financial
reporting that occurred during the quarter ended November 30, 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.





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.


12





ITEM
      5.
            OTHER
      INFORMATION





Not applicable.





ITEM
      6.
            EXHIBITS





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


13








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: January 14,
      2009
            BY: /S/ Chene
      GardnerChene
      GardnerChief
      Executive Officer








16