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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-KSB

(Mark One)

xANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2007

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission file number 000-20297

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SOMANTA PHARMACEUTICALS, INC.(Name of Small Business Issuer in Its Charter)

|Delaware                                                       | 20-3559330                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|19200 Von Karman Avenue, Suite 400                             |                                     
|Irvine, California                                             | 92612                               
|(Address of Principal Executive Offices)                       | (Zip Code)                          

Issuers telephone number, including are code:  (949) 477-8090

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Securities registered under Section 12(b) of the Act:  None

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Title of each class:  None

Name of each exchange on which registered:  None

Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001(Title of Class)

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Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
o

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
o
|----- | ----

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  [___]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

|Yes
o | No
x
|----- | ----

Revenues for the issuers fiscal year ended April 30, 2007 were $1,429.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the closing price of such stock on the Over-the-Counter Bulletin Board (OTCBB) administered by the National Association of Securities Dealers (NASDAQ) on June 28, 2007 was $880,418.

The number of shares of the registrants common stock, $0.001 par value, outstanding at June 28, 2007 was 14,292,603.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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FORM 10-KSB

INDEX

|PART I   | 1                                                                                                                            
|-------- | -----------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                              
|         | ITEM 1. DESCRIPTION OF BUSINESS                                                                                              
|         |                                                                                                                              
|         | ITEM 2. DESCRIPTION OF PROPERTY                                                                                              
|         |                                                                                                                              
|         | ITEM 3. LEGAL PROCEEDINGS                                                                                                    
|         |                                                                                                                              
|         | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF   SECURITY HOLDERS                                                                
|         |                                                                                                                              
|PART II  | 20                                                                                                                           
|         |                                                                                                                              
|         | ITEM 5. MARKET FOR COMMON EQUITY AND   RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY   SECURITIES
|         |                                                                                                                              
|         | ITEM 6. MANAGEMENTS DISCUSSION AND   ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                              
|         |                                                                                                                              
|         | ITEM 7. FINANCIAL STATEMENTS                                                                                                 
|         |                                                                                                                              
|         | ITEM 8. CHANGES IN AND DISAGREEMENTS WITH   ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                               
|         |                                                                                                                              
|         | ITEM 8A. CONTROLS AND PROCEDURES                                                                                             
|         |                                                                                                                              
|         | ITEM 8B. OTHER INFORMATION                                                                                                   
|         |                                                                                                                              
|PART III | 45                                                                                                                           
|         |                                                                                                                              
|         | ITEM 9. DIRECTORS, EXECUTIVE OFFICERS,   PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH 16(A) OF THE EXCHANGE ACT            
|         |                                                                                                                              
|         | ITEM 10. EXECUTIVE COMPENSATION                                                                                              
|         |                                                                                                                              
|         | ITEM 11. SECURITY OWNERSHIP OF CERTAIN   BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                    
|         |                                                                                                                              
|         | ITEM 12. CERTAIN RELATIONSHIPS AND RELATED   TRANSACTIONS                                                                    
|         |                                                                                                                              
|         | ITEM 13. EXHIBITS                                                                                                            
|         |                                                                                                                              
|         | ITEM 14. PRINCIPAL ACCOUNTANT FEES AND   SERVICES                                                                            



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FORWARD-LOOKING STATEMENTS

This document may contain forward-looking statements.  Forward-looking statements are identified by words such as believe, anticipate, expect, intend, plan, will, may, and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

We wish to caution readers that these forward-looking statements are only predictions and that our business is subject to significant risks. The factors discussed herein, and other important factors, in some cases have affected, and in the future could affect, our actual results and could cause our actual consolidated results for fiscal 2008, and beyond, to differ materially from those expressed in any forward-looking statements made by us or on our behalf. These risks include, but are not limited to:

| | our ability to raise capital to finance our   growth;                                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                
| | our ability to attract and retain key personnel;                                                                                                                                                                               
|  |                                                                                                                                                                                                                                
| | general economic and business conditions;                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                
| | the impact of technological developments   and competition;                                                                                                                                                                    
|  |                                                                                                                                                                                                                                
| | our expectations and estimates concerning   future financial performance and financing plans; and                                                                                                                              
|  |                                                                                                                                                                                                                                
| | the impact of current, pending or future   legislation and regulation on the biopharmaceutical industry and other risks   disclosed from time to time in our filings with the Securities and Exchange   Commission (the SEC).

You should read this report with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this report by these cautionary statements.



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PART I

As used herein, the term We, Our, Us, Company or Somanta refer to Somanta Pharmaceuticals, Inc. and its subsidiaries taken as a whole.

|ITEM 1. | DESCRIPTION OF BUSINESS
|------- | -----------------------

Overview

We are a biopharmaceutical company engaged in the development of drugs primarily for the treatment of cancer. We in-license substances designed for anti-cancer therapy in order to advance them along the regulatory and clinical pathway toward commercial approval. Our licenses are generally worldwide in scope and territory, with the exception of our license for Sodium Phenylbutyrate which is worldwide, excluding the U.S. and Canada. We use our expertise to manage and perform what we believe are the most critical aspects of the drug development process which includes the design and conduct of clinical trials, the development and execution of strategies for the protection and maintenance of intellectual property rights and the interaction with drug regulatory authorities internationally. We concentrate on drug development and engage in a very limited way in drug discovery, avoiding the significant investment
of time and financial resources that is generally required before a compound is identified and brought into clinical trials. We intend to out-source clinical trials, pre-clinical testing and the manufacture of clinical materials to experienced and qualified third parties.

We were originally incorporated in New Jersey in 1991 under the name PRS I, Inc. We subsequently changed our name to Service Lube, Inc., then to Fianza Commercial Corp. and then to Hibshman Optical Corp. Neither PRS I, Inc., nor Service Lube, Inc., nor Fianza Commercial Corp., nor Hibshman Optical Corp., ever engaged in any active business.

On January 31, 2006, we reincorporated into the State of Delaware under the name Somanta Pharmaceuticals, Inc. and acquired Somanta Incorporated through the merger of a wholly-owned subsidiary with and into Somanta Incorporated. Somanta Incorporated was formerly known as Bridge Oncology Products, Inc., which was formed on February 10, 2005. On August 22, 2005, Bridge Oncology Products, Inc., entered into a Share Exchange Agreement with Somanta Limited, a company organized under the laws of England pursuant to which Somanta Limited became a wholly-owned subsidiary of Bridge Oncology Products, Inc., and Bridge Oncology Products, Inc., changed its name to Somanta Incorporated. Somanta Limited was formed on April 19, 2001.

Prior to the date of the share exchange between Bridge Oncology Products, Inc., and Somanta Limited, each of Bridge Oncology Products, Inc., and Somanta Limited were engaged in a limited amount of business. Bridge Oncology Products, Inc., was formed in February 2005, and in February 2005, it entered into the Sodium Phenylbutyrate Co-development and Sub-license Agreement with Virium Pharmaceuticals, Inc., to develop Sodium Phenylbutyrate outside of North America for the treatment of cancer, autoimmune diseases and other clinical indications. It engaged in no other business during that period of time.

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Although Somanta Limited was formed in April of 2001, its primary business prior to the date of the share exchange with Bridge Oncology Products, Inc., was to secure intellectual property rights to the various chemical entities that we now desire to develop as product candidates. To that end, in November 2001, Somanta Limited entered into an Exclusive License Agreement with De Montfort University related to our drug development candidate, Alchemix. In January 2002, Somanta Limited entered into an Exclusive Patent and Know-how License and Option Agreement with Immunodex, Inc. covering our drug product candidates know as Phoenix and Angiolix. In October 2003, Somanta Limited entered into an agreement with the Cancer Research Institute of Contra Costa for the support of an academic human clinical trial for Phoenix. In March 2004, Somanta Limited entered into an Exclusive Patent and Know-how Assignment and License A












greement with the School of Pharmacy, University of
London related to our drug development candidate known as Prodrax. In March 2004, Somanta Limited entered into a Research and Development Agreement with The School of Pharmacy, University of London for the purpose of further developing Prodrax. In addition to securing the various intellectual property rights related to the agreements described above, in August of 2004, Somanta Limited also entered into a Research Collaboration and License Agreement with Advanced Cardiovascular Devices, LLC, pursuant to which Somanta Limited licensed Advanced Cardiovascular Devices, LLC, rights to our drug development candidate, Alchemix, solely for use on drug eluting stents. In 2001 Somanta Limited entered into a shareholder and intellectual property rights agreement with Cypomics, Ltd. pursuant to which Somanta Limited was to fund a research and development program of Cypomics, Ltd. in exchange for a certain amount of capital stock of Cypomics, Ltd. However, neither party performed any of its obligations under the
agreement and neither party is liable to the other party for any such failure to perform. In July 2005, this agreement was formally terminated.

Our current
product candidate in academic-investigator-sponsored clinical development
includes anti-cancer agents (a small molecule) targeting four different tumors
and/or stages of cancer. We have three additional product development candidates
(two small molecules and a monoclonal antibody) in pre-clinical development
targeting eleven different tumor types.

The following table sets forth the eleven types of cancer targeted by each of our current product development candidates:

|Sodium Phenylbutyrate |  | Central nervous system cancers,   particularly glioblastoma multiforme
|--------------------- | - | ----------------------------------------------------------------------
|                      |   |                                                                       
|                      |  | Myelodysplastic syndrome                                              
|                      |   |                                                                       
|                      |  | Acute leukemia                                                        
|                      |   |                                                                       
|                      |  | Colon                                                                 
|                      |   |                                                                       
|Alchemix              |  | Central nervous system cancers                                        
|                      |   |                                                                       
|                      |  | Colon                                                                 
|                      |   |                                                                       
|                      |  | Non-small cell lung                                                   
|                      |   |                                                                       
|                      |  | Ovarian                                                               
|                      |   |                                                                       
|                      |  | Renal                                                                 
|                      |   |                                                                       
|Prodrax               |  | Lung                                                                  
|                      |   |                                                                       
|                      |  | Breast                                                                
|                      |   |                                                                       
|                      |  | Ovarian                                                               
|                      |   |                                                                       
|                      |  | Colon                                                                 

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|         |  | Pancreatic
|-------- | - | ----------
|         |   |           
|         |  | Esophageal
|         |   |           
|Angiolix |  | Breast    
|         |   |           
|         |  | Colorectal

We intend to license the rights to manufacture and market our product candidates to other pharmaceutical companies in exchange for license fees and royalty payments and to continue to seek other in-licensing opportunities in pursuit of our business strategy. We do not currently intend to manufacture or market products, although we may if the opportunity is available on terms that are considered attractive, or we may retain co-development rights to specific drugs.

Strategy

We are principally focused on the development of drug candidates for the treatment of cancer. We seek to use our product development capabilities to bridge discoveries and research from scientific/academic institutions or other biopharmaceutical companies, on the one hand, with commercial manufacturing and marketing of biopharmaceutical products, on the other hand.

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The main elements of our business strategy are described below:

Identification of Product Candidates. We directly perform the scientific evaluation and market assessment of biopharmaceutical product candidates and research developments in scientific/academic institutions and other biopharmaceutical companies. As a part of this process, we evaluate the related scientific research and pre-clinical and clinical research, if any, and the intellectual property rights in such products, with a view to determining the therapeutic and commercial potential of the product candidate.

In-Licensing. Upon identifying a promising product candidate, we seek to negotiate a license to the rights to such product from the holder of those rights, the developer or researcher. The terms of the licenses vary, but generally our goal is to secure licenses that permit us to engage in further development, clinical trials, intellectual property protection and further licensing of manufacturing and marketing rights to any resulting approved drug product. This process of securing license rights to drug products is commonly known as in-licensing.

Further Development. Upon in-licensing a product candidate, our strategy is to apply our skills and expertise to progress the product candidate toward regulatory approval and commercial production and sale in major markets. These activities include implementing intellectual property protection and registration strategies, performing or having performed, pre-clinical research and testing, the formulating or reformulating of product candidates, making regulatory submissions, identifying appropriate third parties to conduct clinical trials, and undertaking the collection, collation and interpretation of clinical data and the submission of data to the relevant drug regulatory authorities in compliance with applicable protocols and standards.

Out-licensing.
We generally plan to further license manufacturing and marketing rights to our
licensed product candidates to other pharmaceuticals companies. This is commonly
known as out-licensing. Under our business model, licensees would be
expected, to the extent necessary, to participate in the remaining clinical
development required to obtain final regulatory approval for the product
candidate. We expect that out-licensing would result in licensing fees in
addition to royalties on any sale of the resulting licensed product. We believe
this model is consistent with current biotechnology and pharmaceutical licensing
practices. In addition, although out-licensing is our primary strategy, we may
retain co-development or marketing rights to particular product candidates or
territories. To date, we have exclusively out-licensed one of our product
candidates, Alchemix, for application in vascular diseases.

We actively search for new product opportunities using the relationships of our management and scientific advisory board, and we continuously monitor the academic and biotechnology environment for cancer treatment developments.

We recorded research and development expense of $1,239,146 and $1,264,225 for the years ended April 30, 2007 and 2006, respectively.

Cancer and Cancer Therapeutic Market

According to the International Agency for Research on Cancer of the World Health Organization, based on available data as of 2005, there were 10.9 million new cases of cancer worldwide, 6.7 million deaths, and 24.6 million persons who have been diagnosed with cancer in the previous five years. China has 20% of the worlds total of new cancer cases (2.2 million) and lung cancer is the most common cancer worldwide with 1.35 million new cases (12.4% of the total) and 1.18 million deaths (17.6% of the total).

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In the U.S., the American Cancer Society estimates that for 2006 a total of 1.4 million new cases of cancer will occur and 565,000 deaths will occur from cancer. The most prevalent new cancers, which account for approximately 55% of all cancers, are:

|Disease Site         |  | Estimated New Cases |          
|-------------------- |  | ------------------- | ---------
|                     |  |                     |          
|Prostate             |  |                     | 235,000  
|Breast               |  |                     | 215,000  
|Lung and bronchus    |  |                     | 186,000  
|Colorectal           |  |                     | 150,000  
|Total for All Sites: |  |                     | 1,399,000

Bladder, ovarian, brain and oral cancers, as well as lymphoma, leukemia and melanoma account for a majority of the balance of cancer deaths.

| | Surgery,   radiation and chemotherapy remain the principal effective treatments for   cancer. In addition, although the reason is not clearly understood, current   chemotherapeutic drugs are effective in only subpopulations of individuals   with the same disease. Revenues in the global oncology market were reported   by IMS Health to be approximately $35 billion in 2006 and are expected to   grow to approximately $65 billion by 2010.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Numerous new approaches to cancer are in clinical trials. As targets become validated and technologies improve, research is beginning to yield therapeutic approaches that appear to be more effective than existing ones. Monoclonal antibodies were first described in 1978 and are now beginning to yield commercially viable therapeutic products. At the current time there are ten monoclonal antibodies approved in the U.S. for the treatment of cancer including, Avastin ®, Rituxan ®, Campath ®, Herceptin ®, Erbitux ®, Myelotarg ®, Bexxar ®, Zevalin ®,Vectibix ® and Lucentis ® and five in late stage cancer trials. A second approach to cancer treatment, therapeutic cancer vaccines, has been under development for many years. Finally, advances in chemotherapeutic drugs have
increased their ability to overcome chemo resistance.

Regulatory Approval Process

Our ability to market and sell products that may result from the development of our product candidates is dependent upon our ability to obtain governmental approval of such products in the U.S. and elsewhere. The regulatory approval process is administered by the FDA in the U.S., by the European Medicines Evaluation Agency, or EMEA, in the European Union and by similar agencies in other countries. None of our current product candidates has been approved for sale in the U.S. or any foreign market. The process of obtaining regulatory clearances or approvals is costly and time-consuming, and we cannot predict how long the necessary clearances or approvals will take or whether we will be successful in obtaining them.

Generally, all potential pharmaceutical products must successfully complete two major stages of development (pre-clinical and clinical testing) prior to receiving marketing approval by the applicable governing regulatory agency. In pre-clinical testing, potential compounds are tested both in vitro and in animal studies to gain important safety information prior to administration in humans. Knowledge is obtained regarding the effects of the compound on bodily functions as well as its absorption, distribution, metabolism and elimination.

Clinical trials are typically conducted in three sequential phases, although the phases may overlap. In Phase I, which frequently begins with the initial introduction of the drug into healthy human subjects prior to introduction into patients, the compound is tested for safety and dosage tolerance. Phase II typically involves studies in a larger patient population to identify possible adverse effects and safety risks, to begin gathering preliminary efficacy data, and to investigate potential dose sizes and schedules. Phase III trials are undertaken to further evaluate clinical efficacy and to further test for safety within an expanded patient population that will represent the intended clinical indication that is being pursued. Each trial is conducted in accordance with current good clinical practice standards under protocols that detail the objectives of the study, the parameters to be used to
monitor safety and the efficacy criteria to be evaluated. Each protocol must be submitted to the FDA as part of the Investigational New Drug, or IND, application. Further, an independent Institutional Review Board, or IRB,

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or ethics committee at each clinical center at which the study will be conducted must evaluate and approve each clinical study. The review board will consider, among other things, ethical factors, the safety of human subjects and the possible liability of the institution.

We cannot be certain that we will successfully complete Phase I, Phase II, or Phase III testing of our product candidates within any specific time period, if at all. Furthermore, the FDA, the IRB, or we may suspend clinical trials at any time on various grounds, including a finding that the subjects or patients are being exposed to an unacceptable health risk.

Following
completion of these studies, a New Drug Application, or NDA, must be submitted
to and approved by the FDA in order to market the product in the U.S. The FDA
conducts an initial review of each NDA submitted to assess whether it is
acceptable for filing. The FDA may refuse to file the NDA and may request
additional information. In this event, the application must be resubmitted with
the additional information. The resubmitted application is also subject to
review before the FDA accepts it for filing. Once the FDA accepts the NDA for
filing, the agency begins an in-depth review of the NDA. The FDA has substantial
discretion in the approval process and may disagree with our interpretation of
the data submitted in the NDA. The review process may be significantly extended
by the FDA requests for additional information or clarification regarding
information already provided. Also, as part of this review, the FDA may refer
the application to an appropriate advisory committee, typically a panel of
clinicians, for review, evaluation and a recommendation. The FDAs response
to the NDA will be in the form of an approval letter, or a non-approvable
letter. Any response from the FDA that is not approval of the NDA may require us
to submit additional information, which may include additional clinical data.
Even if the FDA approves the NDA, the agency may decide later to withdraw
product approval if compliance with regulatory standards is not maintained or if
safety problems occur after the product reaches the market. The FDA may require
post-approval studies, also known as Phase IV studies, to develop additional
information regarding the product. In addition, the FDA requires post-approval
adverse event reporting, and the agency has the power to require changes in
labeling or to prevent further marketing of a product. The agency may also
decide later to withdraw product approval if compliance with regulatory
standards is not maintained or if safety problems occur after the product
reaches the market. If and when approval is obtained to market a product, the
FDAs regulations (or the applicable foreign agencys) will then
govern manufacturing and commercialization activities.

Satisfaction of the above FDA requirements or requirements of state, local and foreign regulatory agencies typically takes several years, and the actual time required may vary substantially based upon the type, complexity and novelty of the pharmaceutical product. Government regulation may delay or prevent marketing of potential products for a considerable period of time and impose costly procedures upon our activities. We cannot be certain that the FDA or any other regulatory agency will grant approval for any of our product candidates on a timely basis, if at all. Success in preclinical or early-stage clinical trials does not assure success in later-stage clinical trials. Data obtained from pre-clinical and clinical activities are not always conclusive and may be susceptible to varying interpretations that could delay, limit or prevent regulatory approval. Even if a product receives regulatory approval,
the approval may be significantly limited to specific indications or uses. Further, even after regulatory approval is obtained, later discovery of previously unknown problems with a product may result in restrictions on the product or even complete withdrawal of the product from the market. Delays in obtaining, or failures to obtain regulatory approvals would have a material adverse effect on our business.

In addition, whether or not FDA approval has been obtained, approval of a pharmaceutical product by comparable governmental regulatory authorities in foreign countries must be obtained prior to the commencement of clinical trials and subsequent sales and marketing efforts in those countries. The approval procedure varies in complexity from country to country, and the time required may be longer or shorter than that required for FDA approval. We may incur significant costs to comply with these laws and regulations now or in the future.

For example, in order to gain marketing approval in the E.U., we must submit a dossier to the relevant authority for review, which is known in the E.U. as a Marketing Authorization Application (MAA) and is

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submitted to the European Medicines Evaluation Agency in Europe. The format is usually specific and laid out by each authority, although in general it will include information on the quality of the chemistry, manufacturing and pharmaceutical aspects of the product as well as the non-clinical and clinical data.

Approval can take several months to several years, or can be denied. The approval process can be affected by a number of factors. Additional studies or clinical trials may be requested during the review and may delay marketing approval and involve unbudgeted costs. The regulatory authorities may conduct an inspection of relevant facilities and review manufacturing procedures, operating systems and personnel qualifications. In addition to obtaining approval for each product, in many cases each drug manufacturing facility must be approved. Further inspections may occur over the life of the product. An inspection of the clinical investigation sites by a competent authority may be required as part of the regulatory approval procedure. As a condition of marketing approval, the regulatory agency may require post-marketing surveillance to monitor for adverse effects, or other additional studies as deemed
appropriate. After approval for the initial indication, further clinical studies are usually necessary to gain approval for any additional indications. The terms of any approval, including labeling content, may be more restrictive than expected and could affect the marketability of a product.

Failure to comply with applicable regulatory requirements after obtaining regulatory approval can, among other things, result in the suspension of regulatory approval, as well as possible civil and criminal sanctions. Renewals in Europe may require additional data, which may result in a license being withdrawn. In the E.U., regulators have the authority to revoke, suspend or withdraw approvals of previously approved products, to prevent companies and individuals from participating in the drug approval process, to request recalls, to seize violative products and to obtain injunctions to close manufacturing plants not operating in conformity with regulatory requirements and to stop shipments of violative products.

The MAA review and approval process typically takes one to several years for approval, rejection, or approval subject to completion of additional requirements imposed on the corporation by the regulatory agencies at the time of review completion.

Product in Academic Investigator-Sponsored Clinical Development

Sodium Phenylbutyrate

Overview.  Sodium Phenylbutyrate, or PB, is a small molecule that was previously approved by the FDA for sale as a treatment for a rare genetic disorder in infants known as hyperuremia. PB has a number of additional mechanisms of action, including the inhibition of histone deacetylase. Histone deacetylase is a class of enzymes that remove acetyl groups from the amino acids in DNA. The inhibition of histone deacetylase allows the bodys cancer suppressing genes to work as intended. In addition, PB is not toxic to cells. These characteristics make PB a good candidate to become a chemopotentiator. A chemopotentiator is a substance that enhances the activity of a chemotherapeutic agent. As a result, PB is designed to be administered in conjunction with radiation and chemotherapy.

In-License for PB.  In February 2005, we entered into a Phenylbutyrate Co-development and Sublicense Agreement with Virium Pharmaceuticals, Inc., pursuant to which Virium granted us an exclusive, worldwide sublicense to PB, excluding the U.S. and Canada, for the treatment of cancer, autoimmune diseases and other clinical indications. We paid Virium a license fee of $50,000. Virium has retained all rights with respect to PB inside the U.S. and Canada. Note that our single largest stockholder, SCO Capital Partners, LLC, is also the single largest stockholder of Virium Pharmaceuticals, Inc.

Virium is also a party to a sublicense agreement with VectraMed, Inc. for the rights to develop and commercialize PB worldwide for the treatment of cancer, autoimmune diseases and other clinical indications. VectraMed obtained its rights to the product under an Exclusive Patent License Agreement dated May 25, 1995 with the U.S. Public Health Service, representing the National Institutes of Health. VectraMed subsequently assigned all its rights to PB to Virium pursuant to a novation agreement dated May 10, 2005.

Pursuant to our agreement with Virium, we are responsible for the conduct of clinical trials and patent prosecution related to PB outside of the U.S. and Canada. The Virium agreement also requires us to pay Virium a royalty on the sales of PB products until such time as the patents covering such products expire. These patents expire at various times between 2011 and 2016. Our agreement with Virium expires upon the expiration of the last to expire of these patents in 2016.

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The Companys agreement with Virium does not fully comply with the sublicensing requirements set forth in Viriums agreement with the National Institutes of Health because it does not expressly incorporate by reference all of the relevant sections of Viriums license with NIH. The Company is currently seeking to amend its agreement with Virium to bring it into full compliance with such sublicensing requirements and to permit the Company to become a direct licensee of the NIH, should Virium default on its license with the NIH.

On
October 20, 2006, NIH conditionally consented to the sublicense to the
Company. However, the NIH conditions include an amendment to the Virium license
to reflect an updated Virium development plan and milestones, the payment of
$216,971 in past due patent expenses and the payment of a $5,000 sublicense
royalty. Based on the information provided by NIH, it appears that about
$200,000 relates to foreign patent expenses for calendar 2005 which would be the
Companys responsibility under its license agreement with Virium. Of that
amount, approximately $12,000 relates to foreign patent maintenance fees and
$197,000 largely relates to foreign patent legal expenses. The Company accrued
$248,300 as patent annuity and legal expense for the year ended
April 30, 2007. Virium has advised us that they have satisfied two of the three
conditions to obtaining final NIH approval for our sublicense. Virium is in the
process of negotiating an installment payment plan with respect to the past due
patent expense.

On December
6, 2006, the Company signed a letter of intent (LOI) pertaining to a license and
collaboration agreement with Virium covering all formulations or drug
combinations where Phenylbutyrate is an active ingredient.  Pursuant to the
LOI, in addition to current worldwide rights, excluding North America, involving
the current formulation of Phenylbutyrate, Somanta would obtain a participation
in any revenue or royalties derived from sales in North America.  In
return, we would grant Virium a reciprocal participation in Europe.  In the
rest of the world, Somanta and Virium would share revenues and royalties
equally. The LOIs terms provide that both companies will, among other
things, share data and jointly undertake the necessary pre-clinical and clinical
studies, seek regulatory approvals and file for patent protection in all
territories. It also provides for the formation of a joint development committee
to oversee all aspects of the development and commercialization of
Phenylbutyrate. Completion of the transaction contemplated by the LOI remains
subject to the negotiation and execution of a definitive agreement.

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Clinical Status.  To date, we have not been involved in any capacity in the conduct of any clinical trial related to PB.

Rationale.  We believe that PB may be a candidate to become a biological-response modifier that acts as a dose-dependent inhibitor of cancer cell proliferation, migration, and invasiveness, possibly by inhibition of urokinase and c-myc pathways, which means that it inhibits the protease activity that irreversibly induces programmed cell death. In addition, we believe that PB shows potential for the treatment of malignant gliomas, which are cancers of the brain.

Competitive Position.  We are aware of numerous products in development for brain cancers. We are aware of several products being developed by academic and commercial organizations targeting glioblastoma. Medicis Pharmaceuticals currently sells Sodium Phenylbutyrate (Buphenyl ® ) for the treatment of a urea cycle disorder, hyperuremia.

There are thirteen key use patents related to PB which have been issued as follows:

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| | A patent covering a method of inhibiting   rapid tumor growth issued in the U.S. that expires on March 14, 2014   with foreign counterparts in Austria, Australia, Canada, Germany, European   Union, Spain, Israel, New Zealand and South Africa;                                                                                                                                                                                                                            
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a method of treating   brain cancer, leukemia, prostate cancer, breast cancer, skin cancer and   non-small cell lung cancer issued in the U.S. that expires on June 3, 2014   with foreign counterparts in Austria, Australia, Canada, Germany, European   Union, Spain, Israel, Japan, New Zealand, Portugal and South Africa;                                                                                                                             
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a method of treating   brain cancer, skin cancer, benign enlarged prostate and a cervical infection   issued in the U.S. that expires on February 25, 2014 with foreign   counterparts in Austria, Australia, Canada, Germany, European Union, Spain,   Israel, Japan, New Zealand, Portugal and South Africa;                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a method of inducing the   production of TGF alpha (which slows the growth of cancer cells) issued in   the U.S. that expires on January 13, 2015 with foreign counterparts in   Austria, Australia, Canada, Germany, European Union, Spain, Israel, Japan,   New Zealand, Portugal and South Africa;                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a pharmaceutical   composition for treating or preventing a cancerous condition issued in the   U.S. that expires on January 20, 2015 with foreign counterparts in Austria,   Australia, Canada, Germany, European Union, Spain, Israel, Japan, New   Zealand, Portugal and South Africa;                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a method of inducing the   differentiation of a cell issued in the U.S. that expires on June 3, 2014   with foreign counterparts in Austria, Australia, Canada, Germany, European   Union, Spain, Israel, Japan, New Zealand, Portugal and South Africa;                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a method of treating   brain cancer, non-small cell lung cancer, prostate cancer, skin cancer, brain   tumors, cancers of the blood, lung cancer and breast cancer issued in the   U.S. that expires on August 26, 2014 with foreign counterparts in Austria,   Australia, Canada, Germany, European Union, Spain, Israel, Japan, New   Zealand, Portugal and South Africa;                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a method of inhibiting   the growth of rapidly growing nonmalignant or malignant tumor cells issued in   the U.S. that expires on March 2, 2016 with foreign counterparts in Austria,   Australia, Canada, Germany, European Union, Spain, Israel, Japan, New   Zealand, Portugal and South Africa;                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a method of sensitizing a   subject to radiation therapy or chemotherapy and a method of treating brain   cancer, leukemia, non-small cell lung cancer, skin cancer, cancers of the   blood, lung cancer, or renal cancer issued in the U.S. that expires on   December 1, 2015 with foreign counterparts in Austria, Australia, Canada,   Germany, European Union, Spain, Israel, Japan, New Zealand, Portugal and   South Africa;                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a method of treating   brain cancer, non-small cell lung cancer, prostate cancer, skin cancer,   cancers of the blood, breast cancer, benign prostate enlargement, cervical   infection, bladder cancer, kidney cancer, colon cancer, or nose cancer issued   in the U.S. that expires on March 16, 2016 with foreign counterparts in   Austria, Australia, Canada, Germany, European Union, Spain, Israel, Japan,   New Zealand, Portugal and South Africa;
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a method of inducing the   production of hemoglobin (blood) and a method of treating a pathology   associated with abnormal hemoglobin (blood) activity issued in the U.S. that   expires on January 27, 2015 with foreign counterparts in Austria, Australia,   Canada, Germany, European Union, Spain, Israel, Japan, New Zealand, Portugal   and South Africa;                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a method of preventing   prostate cancer, brain cancer, skin cancer, cancers of the blood, breast   cancer, non-small cell lung cancer, or renal cancer issued in the U.S. that   expires on August 5, 2014 with foreign counterparts in Austria, Australia,   Canada, Germany, European Union, Spain, Israel, Japan, New Zealand, Portugal   and South Africa; and                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A patent covering a method of inhibiting   the production of cancer in a cell issued in the U.S. that expires on March   14, 2011, June 3, 2013 or March 7, 2014, depending on the subject matter   disclosed in the priority applications.                                                                                                                                                                                                                                   

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| | with foreign counterparts in Austria,   Australia, Canada, Germany, European Union, Spain, Israel, Japan, New   Zealand, Portugal and South Africa.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

Development Plan.  Our co-development partner, Virium has advised us that it intends to initiate a Phase I/II clinical trial using PB to treat glioblastoma in the near future. We intend to wait for the results of this Phase I/II clinical trial and the re-formulation of the PB compound to a sustained release version before initiating our own clinical trial related to PB in Europe. At this time, we do not know when Virium will initiate such clinical trial or when it will be completed, nor do we know when Virium will have completed the re-formulation of the PB compound to a sustained release version.

We also believe that further studies should be considered to identify a subset of patients that have tumors sensitive to PB, either as a single agent or in combination with radiation therapy or other chemotherapeutic agents, and that we should focus on this subset of patients in our future clinical trials related to PB.

Products in Pre-Clinical Development

Alchemix

Overview.  Alchemix, or chloroethylaminoanthraquinone, is a small molecule that is toxic to cancer cells. Alchemix is intended to interrupt all phases of the cancer cell growth cycle by selectively binding to DNA and inhibiting many DNA processing enzymes to overcome drug resistant tumors. We believe that Alchemix is toxic to cancer cells due to its selective inhibition of many DNA processing enzymes and that it is as well tolerated in animals as a number of classes of approved chemotherapeutic drugs such as epirubicin and cisplatin, meaning that it resulted in no more adverse side effects than such approved chemotherapeutics.

Agreement Related to Alchemix.  In November 2001, we entered into a Patent and Know-how Assignment and License Agreement with De Montfort University pursuant to which De Montfort University agreed to assign to us the key patent related to Alchemix and to exclusively license to us certain know-how related to Alchemix for use in field of the treatment of cancer. In March 2003, we amended and restated that agreement to extend the time period in which the assignment and license to us would be triggered. In October 2005, De Montfort University formally assigned the patent that covers Alchemix to us. Pursuant to our agreement with De Montfort

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University, we paid De Montfort an initial assignment fee of $42,815 and issued to De Montfort 219,010 shares of our common stock valued at $4,677. Although we are not obligated to make any royalty payments to De Montfort based on the sale of any product that is based on Alchemix, we are obligated to pay De Montfort certain milestone payments based on the achievement of agreed upon clinical milestones. If we successfully achieve each of these milestones, we would be obligated to pay De Montfort a total aggregate amount of milestone payments of GBP 250,000, or approximately $500,000. We are obligated to use our commercial best efforts to achieve these agreed upon clinical milestones. In addition, we have the right to terminate our agreement with the De Montfort on ninety (90) days advance notice, and either party has the right to terminate the agreement for breach by the other party upon ninety (90) days (sixty (60) days for payment failures) advance notice if such
breach is not cured within the notice period. Our agreement with De Montfort expires upon the expiration of the last to expire of these patents in 2015.

Rationale.  We believe that Alchemix selectively inhibits specific DNA processing enzymes that are required for cancer cells to divide and grow, which appears to be unique among anthraquinones, the class of small molecules to which Alchemix belongs. This leads us to believe that Alchemix may also react with certain other DNA processing enzymes required for the cell to progress through the cell life cycle, although the direct evidence only demonstrates its interaction with certain specific DNA processing enzymes.

Competitive Position. We are not aware of any other organization developing a drug similar to Alchemix. Several groups are developing agents against p-glycoprotein, which is only one of the identified mechanisms of drug resistance within cells, and other groups are developing agents that have the potential to become chemosensitisers, which means they will make cancer cells more sensitive to the effects of chemotherapy.

The key patent relating to Alchemix has been issued in the U.S, the European Union and in Australia.  In general, it covers composition of matter. The U S patent will expire in 2015.

Development Plan. In 2005 and 2006, we prepared a detailed pre-clinical and clinical development plan related to Alchemix. We intend to manufacture, undertake pre-clinical studies and, based on the results of these studies, to initiate a Phase I/II clinical trial with respect to Alchemix within the next twelve months. To date, we have contacted a contract manufacturing organization to undertake the process development for the manufacture of Alchemix and have evaluated a number of qualified contract manufacturing organizations with respect to the production of sufficient quantities of Alchemix for our pre-clinical studies, formulation studies and for our proposed human clinical trial. In March 2006, we entered into a two year agreement with the University of Bradford to continue these pre-clinical studies.

Out-License of Alchemix.  In August 2004, we entered into a Research Collaboration and License Agreement with Advanced Cardiovascular Devices, LLC. Under this agreement, we granted Advanced Cardiovascular Devices an exclusive, worldwide license to Alchemix solely for use in the treatment of vascular disorders or proliferations using stents and other medical devices. The term of this agreement expires when the underlying patent expires in 2015. Pursuant to this agreement, Advanced Cardiovascular Devices paid us an upfront fee of $10,000. In addition, Advanced Cardiovascular Devices is obligated to develop a product based on Alchemix pursuant to an agreed upon timetable. If Advanced Cardiovascular Devices fails to achieve any of the agreed upon milestones, we would then have the right to terminate the agreement; provided, however, that Advanced Cardiovascular Devices could prevent us from so
terminating the agreement with respect to the applicable failure by paying us a fee not to exceed $500,000 to reinstate its rights under the agreement. In addition, Advanced Cardiovascular Devices is also obligated to pay us a royalty based on net sales, if any, of products based on Alchemix. Either party may terminate this agreement on thirty (30) days advance notice for breach by the other party if the breach is not cured within such thirty (30) day period. In addition, Advance Cardiovascular Devices may terminate the agreement upon written notice to us and without any further obligation to us if the licensed technology does not perform to the reasonable satisfaction of Advanced Cardiovascular Devices or cannot be commercialized because of safety or efficacy reasons or because Advanced Cardiovascular Devices is unable to raise the funds necessary to develop a product based on the licensed technology.

Prodrax

Overview.  Prodrax (di-N-oxides of chloroethylaminoanthraquinone) is a small molecule that is non-toxic in normally oxygenated healthy tissue but that becomes highly toxic in low oxygen tumors where it binds to the DNA in tumor cells and becomes irreversibly converted to its toxic form. It is in this state that tumor cells are killed by the Prodrax they are carried out through potent DNA damage.

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Prodrax is both a specific chemical entity and a platform technology to make other drugs that are intended to induce cancer cell death more effective.

In-License for Prodrax.  In March 2004, we entered into a Patent and Know-how Assignment and License Option Agreement with The School of Pharmacy, University of London pursuant to which The School of Pharmacy granted us an option to acquire the rights to the key patent application related to Prodrax and an exclusive worldwide license to the know-how related to Prodrax to develop and commercialize Prodrax in the field of the treatment of cancer. Pursuant to this agreement, we paid The School of Pharmacy an initial option fee of $44,575 and issued to The School of Pharmacy 131,505 shares of our common stock valued at $2,630. In September 2005, The School of Pharmacy formally assigned the rights to the key patent application to us and licensed to us the relevant know-how in the field of the treatment of cancer. We are currently pursuing the prosecution of this patent application. We are obligated to
pay The School of Pharmacy certain milestone payments based on the achievement of agreed upon clinical milestones with respect to Prodrax. If we successfully achieve each of these milestones, we would be obligated to pay The School of Pharmacy a total aggregate amount of milestone payments of GBP 275,000, or approximately $550,000. We are obligated to use our commercial best efforts to achieve these agreed upon clinical milestones. If we fail to: (i) commence Phase I clinical trials prior to September 21, 2009, (ii) commence Phase II clinical trials prior to September 21, 2011, (iii) commence Phase III clinical trials prior to September 21, 2013, (iv) complete our report with respect to such Phase III clinical trials prior to September 21, 2015, (v) receive regulatory approval by the U.S. FDA, the EMEA in the European Union, or the applicable regulatory body in Japan, in each case, enabling us to market and sell Prodrax in the applicable jurisdiction prior to September 21, 2017, or (vi) make a first
commercial sale of Prodrax prior to September 21, 2018, then, in each case, The School of Pharmacy would have the right to terminate our know-how license under the agreement. In addition, we are obligated to pay The School of Pharmacy a royalty on net sales, if any, of products based on Prodrax. In addition, we have the right to terminate our agreement with the The School of Pharmacy on ninety (90) days advance notice, and either party has the right to terminate the agreement for breach by the other party upon ninety (90) days (sixty (60) days for payment failures) advance notice if such breach is not cured within the notice period. Our agreement with The School of Pharmacy expires upon the expiration of the last to expire of the patents, if any, that issue from the patent application that is the subject of our agreement with The School of Pharmacy.

Rationale.  Prodrax is inert in normally oxygenated cells and becomes toxic in low oxygen areas, enabling it to kill tumor cells. Many solid tumors have a low oxygen area that is resistant to radiation and conventional chemotherapy. These cells repopulate the tumor with additional radiation- and conventional chemotherapy-resistant cells. These cells are often referred to as quiescent.

Prodrax becomes irreversibly converted to its toxic form in low oxygen tumor cells where it remains localized. When the surrounding oxygenated cells are killed by radiotherapy or chemotherapy, these Prodrax-containing quiescent cells move closer to the oxygen source and attempt to resume more active replication. It is in this state that they are killed by Prodrax, through potent DNA damage.

When given in conjunction with radiotherapy or chemotherapy we expect Prodrax to result in significant improvement of tumor clearance and to reduce the likelihood of tumor repopulation, improving disease free survival. It is estimated that over 50% of all solid tumors exhibit clinically significant hypoxia, or low oxygenation, and that over two million people in the U.S. and Europe suffer from solid tumor cancers. If successful, Prodrax could improve the prognosis for a significant number of cancer sufferers in a wide range of tumor types.

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Competitive Position. We are aware that Novocea, Inc., has exclusively licensed from KuDOS Pharmaceuticals, a subsidiary of Astra Zeneca, a small molecule prodrug that is selectively activated by low oxygen tumors that is similar to our Prodrax, and that Novocea is developing this small molecule prodrug in a similar fashion to Prodrax.

The key composition of matter patent application relating to Prodrax was filed in December 2003 in the European Union, Taiwan, Australia, Canada, China, India, Japan, South Africa and the U.S.

Development Plan.   In 2004, we entered into a research and development agreement with The School of Pharmacy, University of London to further evaluate Prodrax in pre-clinical studies and funded research there in 2004 and 2005. In 2005, the applicable investigators left the School of Pharmacy and joined the University of Bradford. As a result, we terminated our agreement with The School of Pharmacy. In March 2006, we entered into a two year agreement with the University of Bradford to continue these pre-clinical studies.

The Prodrax technology allows for the modification of various drugs to make them inert until they are activated by a low oxygen environment. Varieties of analogues have been developed and are being tested by researchers at the University of Bradford for the purpose of enabling us to select the lead compound to take forward into clinical development. We expect to select a lead compound in 2007.

Angiolix

Background.  Angiolix (huMc-3 mAB) is a humanized monoclonal antibody targeting a protein known as Lactadherin. Lactadherin promotes the growth of new blood vessels to support tumor growth. Angiolix, by blocking Lactadherin, has the potential to induce programmed cell death, or apoptosis, in blood vessels supporting tumors.

In-License for Angiolix. In August 2005, we entered into a Patent and Know-how Exclusive Sublicense Agreement with Immunodex, Inc. pursuant to which Immunodex granted us the exclusive worldwide rights to two monoclonal antibodies including our product development candidate, Angiolix, for the development and commercialization of products in the field of the treatment of cancer. Pursuant to this agreement, we paid Immunodex an initial license fee of $300,000.

Previously on January 25, 2002, we entered into a predecessor Patent Know-how and License Option Agreement with Immunodex which had essentially the same terms and conditions as our existing agreement with Immunodex but which was superseded by our existing agreement with Immunodex. Pursuant to the 2002

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agreement, we paid Immunodex an initial license fee of $10,000 and sold Immunodex 292,012 shares of our common stock at a value of $5,638. Pursuant to the August 2005 agreement we are obligated to pay Immunodex an annual license maintenance fee. The license maintenance fee is $250,000 per year until such time as one of the product candidates receives regulatory approval to be marketed and sold at which time the license maintenance fee is reduced to $100,000 per year. Our obligation to pay this annual license maintenance fee terminates in its entirety at such time as we are selling products based on both the monoclonal antibodies. This obligation also terminates if we terminate the agreement with respect to both product candidates, subject to our obligation to pay the termination fee described below. As noted below, on November 3, 2006 we terminated our license with respect on one of the monoclonal antibodies (huBrE-3 mAb), and continue to develop on Angiolix.

Assuming that we begin to sell products based on Angiolix fifteen (15) years after the date of the August 2005 agreement, or August 2020, which is our anticipated development timetable, we would have to pay to Immunodex an additional $2,600,000 in maintenance fees  during that time period. In addition, we are obligated to pay Immunodex a royalty based on the net sales, if any, of products based on Angiolix. Further, we are obligated to develop Angiolix on an agreed upon timetable. If we fail to achieve any of the agreed upon clinical development and regulatory milestones, Immunodex would then have the right to terminate the August 2005 agreement, and if such a termination occurs, we would be obligated to pay Immunodex a termination fee of up to $500,000. We are also entitled to terminate the agreement with respect to Angiolix upon ninety (90) days advance notice to Immunodex. If we do so without
cause, we would also be required to pay a termination fee of up to $500,000. Notwithstanding the foregoing, we do not have to pay a termination fee with respect to Angiolix if the agreement is terminated due to: (i) negative results of toxicity testing for the applicable drug candidate that the FDA indicates would preclude further testing of such drug candidate, (ii) a third party being granted orphan drug status by the FDA for a drug that would preclude us from receiving orphan drug status with respect to the applicable drug candidate, or (iii) our inability to achieve commercially viable yields with respect to the manufacture of the applicable drug candidate.

If we sublicense our rights with respect to Angiolix, we would be obligated to pay to Immunodex a sublicensing fee not to exceed $1,000,000 for each such sublicense granted based on payments received from each such sublicensee.

The term of the August 2005 agreement expires on the later to occur of: (i) the expiration of the last to expire licensed patent, or (ii) fifteen (15) years after the first commercial sale of a product covered by the licensed patents. The August 2005 agreement superseded prior agreements with Immunodex dated January 25, 2002, March 1, 2002 and September 17, 2002, in each case related to the same subject matter.

In February 2006, the Company made a deposit of $150,000 into an escrow account pursuant to the agreement. This amount was released on November 7, 2006.

Effective November 3, 2006, the Company entered into a Side Amendment to Patent and Know-how Exclusive Sublicense Agreement with Immunodex and the Cancer Research Institute of Contra Costa (CRICC) (the Side Amendment). Pursuant to the Side Amendment, the Company has agreed with Immunodex and CRICC to reduce the amount of the annual maintenance fee under the License Agreement from $250,000 to $200,000 and to defer the annual maintenance fee that was due in August, 2006 until the earlier of (i) the closing of a fundraising resulting in gross proceeds to us of at least $5,000,000, or (ii) January 31, 2007 (the 2006 Annual Maintenance Fee). If the Company is unable to timely pay the 2006 Annual Maintenance Fee, the annual maintenance fee due under the License Agreement would revert to $250,000.

The Company has retained its rights with respect to huMc-3 mAb and its product candidate Angiolix; however, the Company has agreed to suspend the development of Angiolix until such time as the Company has paid the 2006 Annual Maintenance Fee. In addition, each of the product development milestones with respect to Angiolix set forth in the License Agreement has been reset to begin at such time as we make the 2006 Annual Maintenance Fee payment.

In addition, the Company agreed to reimburse Immunodex for certain out of pocket expenses in the aggregate amount of approximately $21,000, which amount was payable upon the execution of the Side Amendment.

On January 18, 2007 the Company entered into an Amendment to the Side Amendment which defers the amounts due on January 31, 2007, including the 2006 Annual Maintenance Fee, until July 31, 2007. In consideration for the deferral, the Company will pay $12,000 for each month of the deferral. In addition, the Company paid $2,050 of patent annuity payments.

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Additional Licenses Needed to Commercialize Angiolix. Angiolix is humanized, a process by which genetic material from a mouse cell is made tolerable to humans, using a patented technology developed by the National Institutes of Health. The NIH previously granted to the Cancer Research Institute of Contra Costa a license to the applicable humanization technology. Pursuant to the Immunodex agreement, Immunodex and the Cancer Research Institute of Contra Costa are seeking to obtain for us the NIHs consent to a sublicense to us of the Cancer Research Institute of Contra Costa right to use the NIH humanization technology.

On August 8, 2005, we made a direct
application to NIH to obtain a non-exclusive commercial license to such
humanization technology, and we are currently in discussions with NIH on the
terms of such a license. The terms proposed by NIH would not be acceptable
to us since they are materially more costly than those that are contained in the
Cancer Research Institute of Contra Costa sublicense. On November 8, 2006,
the Company made application to the National Institutes of Health for a
non-exclusive license to certain patents held by NIH related to the humanization
of Angiolix (huMc-3 mAb).  On December 5, 2006 NIH provided the Company
with proposed terms for a non-exclusive license. On May 15, 2007, the NIH terminated Somantas non-exclusive license application since we had not
 accepted the terms and had not executed the proposed license agreement.

Rationale.  Lactadherin is expressed in and around blood vessels of tumors and has a critical role in providing new blood vessels to support tumor growth. We believe that Angiolix binds to Lactadherin and induces the death of new blood vessels, thereby blocking the supply of blood to the tumor and causing the tumor to die.

A similar antibody on the market, Avastin ®, is used in the treatment of colorectal and other cancer types.

Development Plan. We intend to enter into a research agreement with an academic investigator to undertake further animal studies on Angiolix within the next six months.

Competitive Position. We are targeting a propriety gene product which is expressed by cancerous tumors. We are not aware of any other organization developing similar products targeting this type of protein. The key patent relating to Angiolix has been issued in the U.S. and Australia. In general, it covers the composition of matter and various aspects of the binding to applicable antigens as well as the manufacture of Angiolix. We also have foreign counterparts to this patent pending in the European Union and Canada. This patent will expire in 2015.

Intellectual Property

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Our success will depend in large part on our ability to obtain and maintain patent protection for our product candidates, products and technologies, preserve trade secrets and operate without infringing the intellectual property rights of others. We intend to prosecute and defend our intellectual property rights aggressively. Our policy is to seek patent protection for the inventions that we consider important to the development of our business. Currently we own one patent that relates to Alchemix together with its foreign counterpart in the European Union, and we have filed a patent application in the United States and the European Union related on Prodrax. Our intellectual property related to Angiolix consists of an exclusive sub-license from Immunodex, Inc. to practice the patents that relate to Angiolix in the field of the treatment of cancer. We have responsibility for the filing, prosecution and maint












enance of patent rights associated with this
license. Our intellectual property related to PB consists of an exclusive sub-license from Virium Pharmaceuticals, Inc. to practice the patents that relate to PB in the field of the treatment of cancer outside of North America. Virium is responsible for the filing, prosecution and maintenance of these patents; provided, however, that we have agreed to pay all costs and expenses associated with the filing, prosecution and maintenance of patents outside of the U.S. or Canada.

Although we believe our patents, and our patent applications, if they issue as patents, will provide a competitive advantage, the patent positions of pharmaceutical and biotechnology companies are highly uncertain and involve complex legal and factual questions. We may not be able to develop patentable products or processes, and may not be able to obtain patents from pending applications. Even if patent claims are allowed, the claims may not issue, or in the event of issuance, may not be sufficient to protect our technology. In addition, any patents or patent rights we obtain may be circumvented, challenged or invalidated by our competitors.

While our product candidates are in clinical trials, and prior to commercialization, we believe our current activities in the United States fall within the scope of the exemptions against patent infringement provided by 35 U.S.C. Section 271(e) which covers activities related to developing information for submission to the FDA. As our product candidates progress toward commercialization, the possibility of an infringement claim against us increases. While we attempt to ensure that our product candidates and the methods we employ to manufacture them do not infringe other parties patents and proprietary rights, competitors or other parties may assert that we infringe on their patents or proprietary rights. Competitors or third parties may be issued patents that may cover subject matter that we use in developing, producing, or administering our products. Additionally, because patent
prosecution can proceed in secret prior to issuance of a patent,  third parties may obtain other patents with claims of unknown scope prior to the issuance of patents relating to our product candidates which they could attempt to assert against us. Further, as we develop our products, we may infringe the current patents of third parties or patents that may issue in the future.

Although we believe that our product candidates, production methods and other activities do not currently infringe the intellectual property rights of these and other third parties, we cannot be certain that a third party will not challenge our position in the future. If a third party alleges that we are infringing its intellectual property rights, we may need to obtain a license from that third party, but there can be no assurance that any such license will be available on acceptable terms or at all. Any infringement claim that results in litigation could result in substantial cost to us and the diversion of managements attention away from our core business and could also prevent us from marketing our products. To enforce patents issued to us or to determine the scope and validity of other parties proprietary rights, we may also become involved in litigation or in interference proceedings
declared by the United States Patent and Trademark Office, which could result in substantial costs to us or an adverse decision as to the priority of our inventions. We may be involved in interference and/or opposition proceedings in the future. We believe there will continue to be significant litigation in the industry regarding patent and other intellectual property rights.

We also rely on trade secrets to protect our technology, particularly when we do not believe that patent protection is appropriate or available. However, trade secrets are difficult to protect. We attempt to protect our trade secrets by requiring each of our employees, consultants and advisors to execute a non-disclosure and assignment of invention agreement before beginning his or her employment, consulting or advisory relationship with us. We cannot guarantee that these agreements will provide meaningful protection, that these agreements will not be breached, that we will have an adequate remedy for any such breach, or that our trade secrets will not otherwise become known or independently developed by a third party.

Government Regulation

In addition to FDA regulatory approval process discussed above, we are subject to regulation by various governmental agencies including, without limitation, the Drug Enforcement Administration, the U.S. Department

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of Agriculture, the Environmental Protection Agency, the Occupational Safety and Health Administration, and the California State Department of Health Services, Food and Drug Branch. Such regulation by governmental authorities in the U.S. and other countries may impede or limit our ability to develop and market our products.

Any products we manufacture or distribute pursuant to the FDA clearances or approvals are subject to pervasive and continuing regulation by the FDA, including record-keeping requirements, reporting of adverse experiences with the drug, submitting other periodic reports, drug sampling and distribution requirements, notifying the FDA and gaining its approval of certain manufacturing or labeling changes, complying with the FDA promotion and advertising requirements. The FDA has actively enforced regulations prohibiting the marketing of products for unapproved uses. However, in certain circumstances, and subject to very stringent requirements, the FDA will permit the dissemination of peer-reviewed scientific reprints related to unapproved uses. Drug manufacturers and their subcontractors are required to register their facilities with the FDA and state agencies and are subject to periodic unannounced
inspections by the FDA and state agencies for compliance with current good manufacturing practices, which impose procedural and documentation requirements upon us and our third-party manufacturers. Failure to comply with these regulations could result, among other things, in warning letters, suspension of regulatory approval, refusal to approval pending applications or supplements to approved applications, recalls, suspension or closure of production or injunctions, seizures, or civil or criminal sanctions We cannot be certain that we or our present or future subcontractors will be able to comply with those regulations and other FDA regulatory requirements.

The FDAs policies may change, and additional government regulations may be enacted which could prevent or delay regulatory approval of our potential products. Moreover, increased attention to the containment of health care costs in the U.S. and in foreign markets could result in new government regulations that could have a material adverse effect on our business. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the U.S. or abroad.

Raw Materials

We need sufficient supplies of raw materials to develop and market our products successfully. The raw materials in products that are approved by the FDA cannot be changed without equivalency testing of the new material by us and approval by the FDA. Some of the raw materials for our products are expected to be qualified from only one supplier. At times, one or more of these qualified materials may not be available or may be available only in limited quantities. If we are unable to obtain the necessary raw materials from our existing sources, we could incur significant delays in marketing and selling our products until an alternate vendor can be qualified and approved for use. At this time, we have not entered into any agreement with a third party manufacturer or supplier for the purpose of supplying us with the raw materials necessary to conduct our clinical trials or to commercialize
any of our product candidates; however, we believe that raw materials relevant to the manufacture of both our monoclonal antibody product candidates and small molecule product candidates are available from a variety of sources.

Employees

As of April 30, 2007, we employed three full time employees. Our three current employees are located in two separate facilities. Our headquarters, where our Executive Chairman operates, is located in Irvine, California.  We currently have an office in a medical office building in London, England which houses our President and Chief Executive Officer as well as his assistant.

For the foreseeable future, we intend to outsource all of our research, pre-clinical, manufacturing, clinical and regulatory activities to well-qualified contract research organizations, contract manufacturing organizations, clinical research organizations and independent contractors. These organizations and individuals will perform their activities under detailed project plans developed by our management and in accordance with our global development strategy.

|ITEM 2. | DESCRIPTION OF PROPERTY
|------- | -----------------------

We previously rented approximately 500 square feet in London, England for approximately $2,000 per month. This lease expired on May 16, 2007.

|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

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On February 8, 2007, our United Kingdom subsidiary, Somanta Limited, had a creditor, Cornel Associates Limited, institute a collection action against it in the Northampton County Court in the United Kingdom in the amount of GBP 6,201. Our subsidiary has disputed a portion of the claim.  On February 23, 2007, the creditor threatened to initiate liquidation proceedings against our United Kingdom subsidiary in the High Court of justice, Chancery Division, Companies Court in the United Kingdom. No hearing has been scheduled in this matter.

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

None.

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PART II

|ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED   STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
|------- | -------------------------------------------------------------------------------------------------------------------

Until October 24, 2005, our common stock was quoted on the OTCBB under the symbol HBSM.OB.  On October 24, 2005, the OTCBB removed our symbol from its file as an inactive security.

On September 12, 2006, the OTCBB approved for quotation our common stock under the symbol SMPM.  As of June 28, 2007, the last reported sales price of our common stock was $0.25.

As of April 30, 2007, there were approximately seven hundred thirteen (713) stockholders of record of our common stock and eight (8) stockholders of record of our Series A Convertible Preferred Stock.

|                                 |  | Common Stock |     
|-------------------------------- |  | ------------ | ----
|                                 |  |              |     
|                                 |  | High         |     
|                                 |  |              |     
|Fiscal Year Ended April 30, 2007 |  |              |     
|Third quarter January 31, 2007   |  | $            | 1.75
|Fourth quarter April 30, 2007    |  |              | 1.25

These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Dividend Policy

We have never declared or paid a dividend on our common stock, nor do we have any plans to do so in the future.  Dividends on our Series A Convertible Preferred Stock accrue at a rate of 8% per annum and are payable by us in cash or shares of our common stock.  Additionally, we may not declare or pay a dividend, other than that set forth for shares of Series A Convertible Preferred Stock above, without the prior approval of the holders of a majority of our Series A Convertible Preferred Stock.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of April 30, 2007 related to our equity compensation plans in effect as of that date.

|Plan Category                                               |  | Number of   securities to be   issued upon exercise of   outstanding options,   warrants and rights   (a) |           | Weighted-average   exercise   price of outstanding options, warrants and   rights   (b) |   | Number of   securities   remaining available for   future issuance under   equity compensation plans   (excluding securities   reflected in column (a))   (c) | 
|----------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------- | --------- | --------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                            |  |                                                                                                           |           |                                                                                         |   |                                                                                                                                                               | 
|Equity Compensation Plans approved by   security holders    |  |                                                                                                           | 3,483,163 |                                                                                         | $ | .95                                                                                                                                                           | 
|Equity Compensation Plans not approved by   security holder |  |                                                                                                           |          |                                                                                         |   |                                                                                                                                                              | 
|                                                            |  |                                                                                                           |           |                                                                                         |   |                                                                                                                                                               | 
|Total                                                       |  |                                                                                                           | 3,483,163 |                                                                                         | $ | .95                                                                                                                                                           | 

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Recent Sales of Unregistered Securities

During the last three years, we have issued the following unregistered securities.  None of these transactions involved any underwriters, underwriting discounts or commissions, except as specified below, or any public offering.

On February
27, 2007, Somanta Pharmaceuticals, Inc. issued a warrant to purchase 150,000
shares of common stock to SCO Securities, LLC, its financial advisor in
consideration for services rendered in connection with the March 1, 2005
engagement agreement. These warrants are immediately exercisable at an exercise
price of $0.01 per share, subject to certain adjustments, and have a term of six
years.

On March 13, 2006, Somanta Pharmaceuticals, Inc. issued a warrant to purchase 150,000 shares of common stock to SCO Securities, LLC, its financial advisor in consideration for services rendered in connection with the March 1, 2005 engagement agreement. These warrants are immediately exercisable at an exercise price of $0.01 per share, subject to certain adjustments, and have a term of six years. On January 31, 2006, in connection with the merger with Somanta Incorporated, Somanta Pharmaceuticals, Inc., issued an aggregate of 13,697,834 shares of common stock to the 30 prior stockholders of Somanta Incorporated in exchange for all of the issued and outstanding capital stock of Somanta Incorporated.

On January 31, 2006, Somanta Pharmaceuticals, Inc., issued and sold to eight investors 464 shares of Series A Convertible Preferred Stock at a price of $10,000 per share, which are initially convertible into 7,733,334 shares of our common stock and warrants to purchase an additional 3,866,666 shares of our common stock.  In connection with the private placement, SCO Capital Partners LLC also converted the entire amount of principal and interest outstanding on that certain secured convertible promissory note dated August 23, 2005, as amended, issued by Somanta Incorporated (formerly Bridge Oncology Products, Inc.) and assumed by us in connection with the merger with Somanta Incorporated.  A total of $1,286,318 outstanding under the note was converted into 128.6318 shares of Series A Preferred Stock and additional warrants to purchase 2,143,863 shares of our common stock. All the warrants are
immediately exercisable at an exercise price of $0.75 per share, subject to certain adjustments, and have a term of six years.

On January 31, 2006, Somanta Pharmaceuticals, Inc., assumed a warrant issued by Somanta Incorporated in favor of SCO Capital Partners LLC, dated November 8, 2005, in connection with the debt financing described above, and it thereby became a warrant to purchase 866,534 shares of Somanta Pharmaceuticals, Inc., common stock at an exercise price of $0.01 per share.

On January 31, 2006, Somanta Pharmaceuticals, Inc., issued a warrant to purchase 987,720 shares of common stock to SCO Securities, LLC, its financial advisor in consideration for services rendered in connection with the Private Placement. These warrants are immediately exercisable at an exercise price of $0.60 per share, subject to certain adjustments, and have a term of six years.

On April 1, 2005, Somanta Pharmaceuticals, Inc. (formerly Hibshman Optical Corp.) issued 31,378,452 shares of common stock in exchange for 8% convertible notes payable totaling $62,000 plus $16,446 of accrued interest. The conversion price was $.0025 per share. The notes were issued on December 7, 1998. Hibshman Optical Corp. received an aggregate of $50,000 and issued two $25,000 8% convertible notes payable to Hibshman Optical Corp.s two current officers, directors and principal stockholders. The notes were due on December 7, 2001 and were convertible in whole or in part at any time prior to maturity and upon 30 days written notice from the holders into common stock of Hibshman Optical Corp. at a conversion price of $.0025 per share. These notes were extended on December 7, 2001 for three years until December 7, 2004 at the same rate of interest, conversion price and terms, and the accrued
interest payable of $12,000 at that date was added to the principal increasing the balance of the convertible notes payable to $62,000. On December 7, 2004, the notes were further extended to March 31, 2005.

The offers, sales and issuances of the securities listed above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act and/or Regulation D and/or Regulation S promulgated thereunder as transactions by the issuer not involving a public offering. The Company made this determination based on the representations of the recipients of these securities of their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, as well as, their respective investment experience and financial condition. Appropriate legends were affixed to the share certificates issued in such transactions. Furthermore, all recipients had adequate access to information about the registrant.

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|ITEM 6. | MANAGEMENTS DISCUSSION AND ANALYSIS OF   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | ---------------------------------------------------------------------------------------

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes to those statements included elsewhere in this prospectus. This discussion may contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth under Risk Factors and elsewhere in this prospectus. Information in the following discussion for a yearly period means for the year ended April 30 of the indicated year.

Overview

Background

We are a biopharmaceutical company engaged in the development of drugs primarily for the treatment of cancer. We in-license product development candidates designed for anti-cancer therapy in order to advance them along the regulatory and clinical pathway toward commercial approval. Our licenses are generally worldwide in scope and territory, with the exception of our license for Sodium Phenylbutyrate where our rights exclude the U.S. and Canada. We use our expertise to manage and perform what we believe are the most critical aspects of the product development process which includes the design and conduct of clinical trials, the development and execution of strategies for the protection and maintenance of intellectual property rights and the interaction with drug regulatory authorities internationally. We concentrate on product development and engage in a very limited way in product discovery,
avoiding the significant investment of time and financial resources that is generally required before a compound is identified and brought into clinical trials. In addition, we intend to out-source clinical trials, pre-clinical testing and the manufacture of clinical materials to third parties. We currently have engaged two third parties to undertake pre-clinical testing with respect to our product candidates Angiolix, Alchemix and Prodrax. We were formerly known as Bridge Oncology Products, Inc., a Delaware corporation which was formed on February 10, 2005. On August 22, 2005 we entered into a Share Exchange Agreement with Somanta Limited, a company organized under the laws of England, pursuant to which Somanta Limited became a wholly-owned subsidiary of Bridge Oncology Products, Inc., and Bridge Oncology Products, Inc., changed its name to Somanta Incorporated. Somanta Limited was formed on April 19, 2001.

Our current portfolio of development candidates in clinical development includes an anti-cancer agent (a small molecule) targeting four different tumors and/or stages of cancer. We have three additional development candidates (two small molecules and a monoclonal antibody) in pre-clinical development targeting eleven different tumor types.

We intend to license the rights to manufacture and market our product candidates to other pharmaceutical companies in exchange for license fees and royalty payments and to continue to seek other in-licensing opportunities in pursue of our business strategy. We do not currently intend to manufacture or market products although we may, if the opportunity is available on terms that are considered attractive, or retain co-development rights to specific products.

We have incurred substantial operating losses since our inception due in large part to expenditures for our research and development activities. At April 30, 2007, we had an accumulated deficit of $15,796,145. We expect our operating losses to increase for at least the next several years as we pursue the clinical development of our lead product candidates and expand our discovery and development pipeline.

Revenues

We have not generated any significant revenues from sales to date, and we do not expect to generate revenues from product sales for at least the next several years, if at all. We expect our revenues for the next several years to consist of payments under certain of our current agreements and any additional collaborations,

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including upfront payments upon execution of new agreements, research funding and related fees throughout the research term of the agreements and milestone payments contingent upon achievement of agreed-upon objectives. To date, we have received $10,000 in payments under such agreements.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements. We have identified the accounting policies that we believe require application of managements most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results may differ substantially from these estimates under different assumptions or conditions. Our significant accounting policies are described in more detail in the notes to consolidated financial statements included elsewhere in this prospectus. We believe that the following accounting policies require the application of significant judgments and estimates.

Intangible AssetsPatents and Licenses

All patent and license costs are charged to expense when incurred.

Stock Based Compensation

On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123R). SFAS 123R eliminates the alternative of applying the intrinsic value measurement provisions of APB 25 to stock compensation awards issued to employees. Rather, the new standard requires enterprises to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). On April 14, 2005, the Securities and Exchange Commission announced the adoption of a rule that defers the required effective date of SFAS 123R. The SEC rule provides that SFAS 123R is now effective for registrants as of the beginning of the first
fiscal year beginning after June 15, 2005.

Effective May 1, 2006, the Company adopted SFAS 123R and accordingly has adopted the modified prospective application method. Under this method, SFAS 123R is applied to new awards and to awards modified, repurchased, or cancelled after the effective date. Additionally, compensation cost for the portion of awards that are outstanding as of the date of adoption for which the requisite service has not been rendered (such as unvested options) is recognized over a period of time as the remaining requisite services are rendered.

Prior to May 1, 2006, the Company accounted for its employee stock option plan in accordance with the provisions of SFAS No. 123, Accounting for Stock-Based Compensation, and SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

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On an ongoing basis, we evaluate our estimates, including those related to accruals, valuation of stock options and warrants, and income taxes (including the valuation allowance for deferred taxes). We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates under different assumptions or conditions. Material differences may occur in our results of operations for any period if we made different judgments or utilized different estimates.

Fair Value of Financial Instruments

Statement of Financial Accounting Standard No. 107, Disclosures about fair value of financial instruments, requires that we disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value of such financial instruments.

Research and Development

All research and development costs consist of expenditures for royalty payments, licensing fees, contract research conducted by third parties, and fees and expenses to consultants to manage such contract research.

Results of Operations

Fluctuations in Operating Results

Our results of operations are likely to fluctuate from period to period. We anticipate that our quarterly and annual results of operations will be impacted for the foreseeable future by several factors, including the timing and amount of payments received pursuant to our current and future collaborations, and the progress and timing of expenditures related to our discovery and development efforts. Due to these fluctuations, we believe that the period-to-period comparisons of our operating results are not a good indication of our future performance.

Year Ended April 30, 2007 Compared With Year Ended April 30, 2006

For the year ended April 30, 2007 and April 30, 2006, we recognized revenue in the amount of $1,429 and $1,428, respectively, related to an upfront license fee paid by Advanced Cardiovascular Devices, LLC, for an exclusive license to di-N-oxides of chloroethylaminoanthraquinone as a bioreductive prodrug for use in stents and devices in the field of vascular disorders.

Our net loss applicable to common shareholders was $7,495,637 for the year ended April 30, 2007 versus $6,524,408 for the year ended April 30, 2006, an increase of $971,229.  This increase is primarily due to increases in Operating Expenses and Change in Fair Value of Warrants, which were offset by the decrease in Interest Expense.

Operating Expenses were $4,551,806 for the year ended April 30, 2007, versus $4,109,859 for the year ended April 30, 2006, an increase of $441,947.  This increase is due to an increase in both G&A expenses and R&D.

G&A expenses were $3,312,660 for the year ended April 30, 2007, versus $2,845,634 for the year ended April 30, 2006, an increase of $467,026.  This net increase reflects primarily:

| |  | a decrease in legal expenses of $463,655,   in audit and accounting expenses of $203,470, and in investor relations   expenses of $39,746; all related to the decline in expenses subsequent to our   fiscal 2006 merger and private placement described in Notes 9 and 11 in the   attached Consolidated Financial Statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                
| |  | an increase in patent legal expense of   $322,157 related to  agreements with   the Immunodex, Virium and School of Pharmacy                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                
| |  | an increase in payroll related expenses of   $145,299 for a full year employment of our Executive Chairman and a partial   year for our former Chief Financial Officer.                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                
| |  | an increase in non-cash expenses of   $549,217 to record the non-cash value of stock options issued primarily to   new directors and officers, as required by Statement of Financial Accounting   Standards 123.                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                
| |  | an increase in insurance expenses of   $79,672 related to the on-going comprehensive insurance program.                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                

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R&D expenses were $1,239,146 for the year ended April 30, 2007, versus $1,264,225 for the year ended April 30, 2006, a decrease of $25,079.  This decrease reflects primarily our attempt to control costs during the year.

Interest expense was $54 for the year ended April 30, 2007 versus $1,016,020 for the year ended April 30, 2006.  The interest expense for the 2006 period includes the following items related to our secured convertible note issued to SCO (see Note 10, Convertible Note in the attached Consolidated Financial Statements):

| |  | $514,981, representing the non-cash expense   required by Statement of Financial Accounting Standards 123 for the fair   value of the warrants issued in connection with the note.                                                                                                       
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                          
| |  | $364,721, representing the non-cash expense   required by EITF No. 00-27 for the non-cash value of the beneficial   conversion feature associated with the note.                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                          
| |  | $100,000, reflecting the agent fee paid to   SCO for issuing the note.                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                          
| |  | $36,318, reflecting the interest due as of   January 31, 2006 on the note, which interest was converted into Series A   Preferred in connection with the Companys private placement of the stock   (see Note 11, Private Placement in the attached Consolidated Financial   Statements).

The Deemed Dividend on Series A Preferred issued on January 31, 2006 (see Note 11, Private Placement, in the attached Consolidated Financial Statements) was $1,522,317. There was no similar expense in the year ended April 30, 2007. The Dividend for the 2006 period reflects:

| |  | $1,522,317 of non-cash expense required by   EITF No. 00-27 for the non-cash value of the beneficial conversion feature associated   with the Series A Preferred.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

Change in Functional Currency

From inception through the fiscal year ended April 30, 2005, we were located in the United Kingdom, and all business transactions took place there. During that period, our functional currency was the United Kingdom pound.

On August 22, 2005, the Company, then known as Somanta Limited, took part in a share exchange with Bridge Oncology Products, Inc., a Delaware company, and became a subsidiary of Bridge Oncology Products, Inc., as described in the audited financial statements (see Note 9 Share Exchange Agreement and Plan of Merger Agreement, in the Somanta, Inc. financial statements included elsewhere in this prospectus). As a result of this transaction, Somanta Limited became a wholly owned subsidiary of a U.S. entity and accordingly changed its functional currency to the U.S. dollar as of the fiscal year beginning May 1, 2005.

See Note 2, Related Party Transactions, in the attached Consolidated Financial Statements for a discussion of related party transactions.

Liquidity and Capital Resources

Since
inception, we have funded our operations primarily through sales of our equity
and debt securities. As of April 30, 2007, we had received $5,199,757 in
net proceeds from sales of our equity securities and $1,355,497 in
debt financing.  A portion of the debt financing was repaid in prior
fiscal years. The balance was repaid at January 31, 2006.

As of April 30, 2007, we had approximately $5,385 in cash and cash equivalents compared to $1,587,751 at April 30, 2006, the end of our prior fiscal year.

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On August 23, 2005, we received $1,000,000 in net proceeds from a debt financing (see Note 10 in the attached Consolidated Financial Statements). We issued a $1,000,000 secured convertible note to SCO Capital Partners LLC. The note was secured by our assets, carried an annual interest rate of 7.5%, and was due at the earlier of (i) our completion of an equity financing of at least $10,000,000 or (ii) August 23, 2006.  SCO Capital Partners LLC had the option to be repaid in cash or to purchase shares of the financing at the lowest price paid by institutional investors.

On November 7, 2005, we and SCO Capital Partners LLC agreed to expand this facility up to $1,250,000. Under the terms of the revised arrangement, the security and interest rate remained unchanged. The terms were amended and restated to require repayment at the earlier of (i) our completion of an equity financing of at least $5,000,000 or (ii) February 28, 2006. In addition, for each $50,000 borrowed on the additional $250,000 line of credit, we agreed to issue a six-year warrant to purchase shares of common stock at $0.01 per share in the amount of 1% of our fully diluted common shares outstanding. We drew an additional $250,000 under this arrangement, for a total amount outstanding of $1,250,000 and have issued warrants to purchase 866,534 shares for $0.01 per share.

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On January 31, 2006, this note and accrued interest was converted in its entirety to Series A Convertible Preferred Stock and the security interest in our assets was released. On January 31, 2006, we received $4,095,831 in net proceeds from the sale of Series A Convertible Preferred Stock and warrants to purchase common stock (see Note 9 in the attached Consolidated Financial Statements). We have invested a substantial portion of our available cash in investment securities consisting of high quality, marketable debt instruments of corporations and financial institutions. We have adopted an investment policy and established guidelines relating to diversification and maturities of our investments to preserve principal and maintain liquidity

Net cash used
in operating activities for the year ended April 30, 2007, totaled $1,617,828
and was used to fund our net losses in the period which were partly offset by
increases in liabilities and non-cash expenses. In liabilities, our
accounts payable increased $508,222 and our accrued liabilities increased
$1,052,994 reflecting our declining cash balance during the current fiscal
year. Our non-cash expenses included expense of $2,931,118 for the change
in the fair value of warrants, options expense of $739,000 to record the value
of options issued to officers and directors, and warrants expense of $163,920 to
record the value of warrants issued to non-employees.

Net cash used in operating activities for the year ended April 30, 2006, totaled $3,859,408 and was used to fund our net losses in the period, which were partly offset by increases in accounts payable of $199,086 and in accrued liabilities of $137,846 due to an increased level of business activity.  Our non-cash expenses included interest expense of $514,981 for the value of warrants related to our secured convertible note and offset by change in fair value of warrant liabilities of $137,543, interest expense of $364,721 for the value of beneficial conversion feature of secured convertible note (see Note 10, Convertible Note, in attached Consolidated Financial Statements),  options expense of $300,616 to record the value of options issued to officers and directors, and warrants expense of $92,689 to record the value of warrants issued to non-employees.

For the year
ended April 30, 2007 our investing activities provided $2,000 which represented
the proceeds from the sale of computer equipment. For the year ended April 30,
2006 we used $21,391 in investing activities, consisting of the acquisition of
computer equipment and the proceeds from an insurance claim.

For the year
ended April 30, 2007, we generated $33,462 of cash from financing activities,
from a borrowing under the Note Purchase Agreement with Access Pharmaceuticals,
Inc. (see Note 12, Secured Note, in attached Consolidated Financial
Statements).  For the year ended April 30, 2006, we generated $5,365,665 of
cash from financing activities, primarily the net proceeds from our sale of a
secured convertible note and our sale of Series A Convertible Preferred Stock
(see Notes 10 and 11 in the attached Consolidated Financial
Statements).

We have consumed substantial amounts of capital since our inception. We do not believe our existing cash resources, including the net proceeds from our private placement in January 2006 will be sufficient to fund our anticipated cash requirements beyond April 30, 2007.

On April 18, 2007, the Company, Somanta Incorporated, a wholly-owned subsidiary of the Company and Somanta Limited, a wholly-owned subsidiary of Somanta Incorporated, and Access Pharmaceuticals, Inc. (Access) and Somanta Acquisition Corporation (Merger Sub), a wholly-owned subsidiary of Access and a Delaware corporation, entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Somanta, with Somanta continuing as the surviving corporation and becoming a wholly-owned subsidiary of Access (the Merger). The Board of Directors of Somanta has approved the Merger and the Merger Agreement.

In connection with the Merger, all of Somantas common stock that is outstanding at the effective time of the Merger (the Effective Time) will be converted into 500,000 shares of Access common stock. No fractional shares of Access common stock will be issued as a result of the Merger. In addition, all of Somantas preferred stock that is outstanding at the Effective Time of the Merger will be converted into 1,000,000 shares of Access common stock. No shares of Access preferred stock will be issued as a result of the Merger.

On April 26, 2007, the Company entered into a Note Purchase Agreement, a Security Agreement, a Patent Collateral Assignment and Security Agreement and a Trademark Collateral Security and Pledge Agreement (collectively, the Loan Documents) with Access. Under the terms of the Loan Documents,

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Access initially loaned
the Company $33,462. Access, in its sole discretion, may from time to time
advance additional loan amounts to the Company. All amounts loaned to the
Company by Access are secured by substantially all of the assets of the Company
pursuant to the terms of the Loan Documents. The Note bears interest at 10% and
is repayable at the earlier of: (i) August 31, 2007, or (ii) the date of the
termination of the Agreement and Plan of Merger dated as of April 18, 2007
between the Company and Access.

If the merger
fails to close, the Company expects that it will no longer be able to operate
its business and will not have the resources to repay the loan in which case Access may foreclose on our assets in order to repay the loan.

See Note 1, Recent Accounting Pronouncements, in the Notes to the attached Consolidated Financial Statements for a discussion of recent accounting pronouncements and their effect, if any, on the Company.

Competition

The biopharmaceutical industry is intensely competitive. Many companies, including other biopharmaceutical companies and biotechnology companies, are actively engaged in activities similar to ours, including research and development of products for the treatment of cancer. More specifically, competitors for the development of new therapeutic products to treat cancer also focus on mAb-based cancer therapeutics, small molecule discovery and development. A 2005 survey by the Pharmaceutical Research and Manufacturers of America listed nearly 400 new treatments for cancer that are currently being tested by researchers.

To our knowledge, other companies that are involved in the development of monoclonal antibody cancer therapeutics directly related to our efforts include Abgenix/Amgen, Antisoma, Genmab, ImClone/Bristol-Myers Squibb, ImmunoGen, Schering AG, Biogen Idec, Roche, Genentech and Merck.

In addition, a number of other companies are involved in the development of chemotherapeutic products directly related to our efforts including Bristol-Myers Squibb, Pfizer, GlaxoSmithKline, Novartis, Eli Lilly, Wyeth and Roche.

We expect to encounter significant competition for the pharmaceutical products we are developing and plan to develop in the future. Many of our competitors have substantially greater financial and other resources, larger research and development capabilities and more extensive marketing and manufacturing organizations than we do.

In addition, some such companies have considerable experience in pre-clinical testing, clinical trials and other regulatory approval procedures. There are also academic institutions, governmental agencies and other research organizations which are conducting research in areas in which we are working and they may also market commercial products, either on their own or through collaborative efforts. If any of these competitors were to complete clinical trials, obtain required regulatory approvals and commence commercial sales of their products before we do they may achieve a significant competitive advantage.

Historical Expenditures

We have historically accounted for costs by company rather than by product.

Patent and license expenditures are expenditures that we have not allocated to particular products. General and administrative expenses include salaries of the Chief Executive Officer, finance and administrative staff, rent and occupancy, telephone and office, corporate legal and audit, and investor relations. These expenses are not separated by product but are set forth on our Consolidated Statements of Operations and Deficit under Expensesgeneral and administrative.

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Total licensing and product development expenses for the last two years are set forth on our Consolidated Statements of Operations and Deficit under Expenseslicensing and product development. This line item includes third-party development, patent and license expenditures, but not allocated by product.

Expenditures to Completion

Our business strategy is to in-license rights to promising product candidates, further develop those products by progressing the products toward regulatory approval by conducting and managing clinical trials, and finally to out-license rights to manufacture and/or market resulting product candidates to other pharmaceutical firms in exchange for royalties and license fees. The path to commercialization is varied and uncertain such that we cannot anticipate the path to be taken for any particular product. It is not possible for us to predict or even estimate the nature, timing, or future costs, project completion dates, or when material net cash flows might be realized on any particular project. However, we do expect that our costs will increase as we continue to develop each of the licensed products and move each licensed product closer to commercialization. Our expectations could
change quickly in the event that we are able to out-license any product.

Our business strategy is to use our product development capabilities to bridge discoveries and research from scientific/academic institutions or other biopharmaceutical companies, on the one hand, with commercial manufacturing and marketing of biopharmaceutical products, on the other hand. Out-license opportunities could occur at any time. Licensees would be expected, to the extent necessary, to: participate in the remaining clinical development required to obtain final regulatory approval for the product; relieve us of some or all of the costs to finalize development; and/or pay us upfront and milestone payments. To date, we have out-licensed Alchemix to Advanced Cardiovascular Devices, LLC, for the development and commercialization of products for use in vascular disease applications worldwide.

Trend Information

It is important to note that historical patterns of expenditures cannot be taken as an indication of future expenditures. The amount and timing of expenditures and therefore liquidity and capital resources vary substantially from period to period depending on the pre-clinical and clinical studies being undertaken at any one time and the availability of funding from investors and prospective commercial partners.

For example, we intend to enter into agreements with other biopharmaceutical companies for the continued clinical development and marketing of our product development candidates. Generally, we intend to enter into these agreements when we have successfully completed the Phase II clinical trials and when human clinical data shows the safety and efficacy of our product development candidates.

Consistent with the industry, business, and intellectual property risks disclosed above in this registration statement, our revenue trend in the foreseeable future is highly uncertain. Even if we are able to obtain sufficient funding to conduct all current the programs of our business, we would not expect to achieve additional revenues in the next fiscal year according to the schedules of revenues in our current agreements with other companies for pre-clinical and clinical development.

Off Balance Sheet Financing Arrangements

As  of  April 30, 2007, we did not have any off-balance sheet financing arrangements or any
equity ownership interest in any variable interest entity or other minority
owned ventures.

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RISK FACTORS

RISKS RELATED TO OUR BUSINESS

Our independent auditors report contains a going concern qualification which means there is substantial doubt about our ability to continue as a going concern.

The report of
our independent registered public accounting firm for the fiscal year ended
April 30, 2007, contains an explanatory paragraph which states that we have
suffered recurring losses from operations and have a working capital deficit
that raises substantial doubt about our ability to continue as a going concern.
We have incurred a net loss of $7,495,637 for the year ended April 30, 2007 and
a net loss of $15,796,145 from the date of inception, April 19, 2001
through April 30, 2007.

At April 30,
2007, we had an accumulated deficit of $15,796,145, a loss from operations of
$10,434,908 and cash flows used in operations of $6,535,983. We expect our
operating losses to increase for at least the next several years as we pursue
the clinical development of our lead product candidates and expand our discovery
and development pipeline.

We have not generated any significant revenues from product sales to date, and we do not expect to generate revenues from product sales for at least the next several years, if at all. We expect our revenues for the next several years to consist of payments under certain of our current agreements and any additional collaborations, including upfront payments upon execution of new agreements, research funding and related fees throughout the research term of the agreements and milestone payments contingent upon achievement of agreed-upon objectives. To date, we have received $10,000 in payments under such agreements.

We have consumed substantial amounts of capital since our inception. We do not expect to have sufficient cash to fund operations after April 30, 2007

On April 18, 2007, the Company, Somanta Incorporated, a wholly-owned subsidiary of the Company and Somanta Limited, a wholly-owned subsidiary of Somanta Incorporated, and Access Pharmaceuticals, Inc. (Access) and Somanta Acquisition Corporation (Merger Sub), a wholly-owned subsidiary of Access and a Delaware corporation, entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Somanta, with Somanta continuing as the surviving corporation and becoming a wholly-owned subsidiary of Access (the Merger). The Board of Directors of Somanta has approved the Merger and the Merger Agreement.

In connection with the Merger, all of Somantas common stock that is outstanding at the effective time of the Merger (the Effective Time) will be converted into 500,000 shares of Access common stock. No fractional shares of Access common stock will be issued as a result of the Merger. In addition, all of Somantas preferred stock that is outstanding at the Effective Time of the Merger will be converted into 1,000,000 shares of Access common stock. No shares of Access preferred stock will be issued as a result of the Merger.

On April 26, 2007, the Company entered into a Note Purchase Agreement, a Security Agreement, a Patent Collateral Assignment and Security Agreement and a Trademark Collateral Security and Pledge Agreement (collectively, the Loan Documents) with Access. Under the terms of the Loan Documents, Access initially loaned the Company $33,462. Access, in its sole discretion, may from time to time advance additional loan amounts to the Company. All amounts loaned to the Company by Access are secured by substantially all of the assets of the Company pursuant to the terms of the Loan Documents. The Note bears interest at 10% and is repayable at the earlier of: (i) August 31, 2007, or (ii) the date of the termination of the Agreement and Plan of Merger dated as of April 18, 2007 between the Company and Access.

If the merger fails to close, the Company expects that it will no longer be able to operate its business and will not have the resources to repay the loan in which case Access may foreclose on our assets in order to repay the loan.

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We are an early stage development company with a history of losses, and as a result, we are unable to predict whether we will ever become profitable.

Somanta Limited was founded in 2001, and since we have been primarily engaged in organizational activities, including the development of a strategic plan, and entering into various licensing agreements for the rights to certain product candidates. Through April 30, 2007, we have an accumulated deficit of $15,796,145. None of our licensed products candidates have received regulatory approval for sale in any jurisdiction in which we have the right to market and sell such product candidates. Accordingly, we have not generated any revenue from the commercialization of any licensed product. We expect expenditures and the accumulated deficit to increase as we proceed with our commercialization program. To obtain revenues from the sale of our products, or in the form of license fees or other payments from collaboration partners, we must succeed, either alone or with others, in developing, obtaining regulatory
approval for, and manufacturing and marketing products with significant market potential. We may never succeed in these activities and may never generate revenues that are significant enough to achieve profitability.

In the near term, we will likely require additional funding for the development and commercialization of our existing product candidates.

We will require substantial additional funding for the development and commercialization of our existing product candidates. The amount of additional funding required depends on the status of each product or opportunity at any given time. We do not expect to have sufficient cash to fund our operations after April 30, 2007.

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We must incur substantial expenses and expend substantial resources developing products that we may never be able to sell.

Before obtaining regulatory approval for the commercial sale of a product, we must demonstrate through pre-clinical testing and clinical trials that a product candidate is safe and effective for use in humans. Conducting clinical trials is a lengthy, time-consuming and extremely expensive process. Completion of clinical trials for any product may take several years or more. The length of time generally varies substantially according to the type, complexity, novelty and intended use of the product candidate. Our commencement and rate of completion of clinical trials may be delayed by many factors, including:

| |  | Inability of vendors to manufacture   sufficient quantities of materials for use in clinical trials;            
| | - | ----------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                 
| |  | Slower than expected rate of patient   recruitment or variability in the number and type of patients in a study;
| |   |                                                                                                                 
| |  | Inability to adequately follow patients   after treatment;                                                      
| |   |                                                                                                                 
| |  | Unforeseen safety issues or side effects;                                                                       
| |   |                                                                                                                 
| |  | Lack of efficacy during the clinical trial;   or                                                                
| |   |                                                                                                                 
| |  | Government or regulatory delays.                                                                                

As a result, we will incur substantial expense for, and devote a significant amount of time to pre-clinical and clinical trials. Historically, the results from pre-clinical testing and early clinical trials have often not been predictive of results obtained in later clinical trials. A number of new products have shown promising results in clinical trials, but subsequently failed to establish sufficient safety and efficacy data to obtain necessary regulatory approvals. Data obtained from pre-clinical and clinical activities are susceptible to varying interpretations, which may delay, limit or prevent regulatory approvals. Regulatory delays or rejections may also be encountered as a result of other factors, including changes in regulatory policy during the period of product development. In addition, regulatory authorities may require additional clinical trials, which could result in increased
additional costs and significant additional development delays. If the results of our clinical trials are significantly delayed or are ultimately not positive, we may never be able to seek marketing approval to sell our product candidates or generate revenue from product sales.

We rely on third parties to coordinate our research and clinical trials and perform data collection and analysis, which may result in costs and delays that prevent us from successfully commercializing our product candidates.

Although we use contracted consultants to design and manage our pre-clinical studies and clinical trials, we currently do not have the resources to coordinate clinical trials for our product candidates. We rely on contract research organizations, medical institutions, academic institutions, clinical investigators and contract laboratories to perform data collection and analysis and other aspects of our clinical trials. We also rely on third parties to assist with our pre-clinical studies, including studies regarding biological activity, safety, absorption, metabolism and excretion of product candidates.

Our pre-clinical development activities or clinical trials may be delayed, suspended or terminated if:

| |  | these third parties do not successfully   carry out their contractual duties or regulatory obligations or meet expected   deadlines;                                                      
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                           
| |  | these third parties need to be replaced; or                                                                                                                                               
| |   |                                                                                                                                                                                           
| |  | the quality or accuracy of the data   obtained by third parties is compromised due to their failure to adhere to   our clinical protocols or regulatory requirements or for other reasons.

Failure to perform by these third parties may increase our development costs, delay our ability to obtain regulatory approval and prevent the commercialization of our product candidates.

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We have no experience in commercial manufacturing of our licensed products and may encounter problems or delays in having our products manufactured, which could result in delayed development, regulatory approval and marketing of our products.

We have not commercially launched any of our product candidates and have no commercial manufacturing experience. To be successful, our product candidates must be manufactured in commercial quantities in compliance with regulatory requirements and at an acceptable cost. We do not have and do not intend to acquire facilities for the production of our licensed product candidates. We intend to negotiate contract manufacturing agreements with third parties to provide the products for our development and commercialization activities, but we do not know if we will be able to enter into such agreements on commercially reasonable terms, if at all. We are in the process of negotiating such third party manufacture, formulation and supply agreements with several entities. All facilities and manufacturing techniques used in the manufacture of products for clinical use or for sale in the U.S. must be operated in
conformity with current good manufacturing practices guidelines established by the U.S. Food and Drug Administration, or the FDA. We do not know whether the FDA will determine that any such third party facilities comply with such current good manufacturing practices. Our inability to enter into an agreement with any such third party, the inability of such a third party to manufacture our products in commercial quantities, or a delay in manufacturing due to a failure to comply with current good manufacturing practices by such a third party, would delay the marketing of our products and negatively impact our revenue and profitability.

We are dependent on licenses from third parties and the maintenance of our licenses is necessary for our success.

We do not conduct our own initial research with respect to the identification of new product candidates. Instead, we rely upon research and development work conducted by others as a primary source for new product candidates. As such, we have obtained our rights to our product candidates through license agreements with various third party licensors as follows:

| |  | Exclusive Patent and Know-how Sub-license
Agreement between us and Immunodex, Inc. dated August 18, 2005, as
amended;                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                        
| |  | Patent and Know-how Assignment and License   Agreement between us and De Montfort University dated March 20, 2003;                                                                     
| |   |                                                                                                                                                                                        
| |  | Patent and Know-how Assignment and License   Option Agreement between us and The School of Pharmacy, University of London   dated March 16, 2004, as amended on September 21, 2005; and
| |   |                                                                                                                                                                                        
| |  | The Phenylbutyrate Co-Development and   Sublicense Agreement between us and Virium Pharmaceuticals, Inc. dated   February 16, 2005, as amended.                                        

We are dependent upon these licenses for our rights to develop and commercialize our product candidates. While we believe we are in compliance with our obligations under the licenses, certain licenses may be terminated or converted to non-exclusive licenses by the licensor if we breach the terms of the license. We cannot guarantee you that the licenses will not be terminated or converted in the future.

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While we
expect that we will be able to continue to identify licensable product
candidates or research suitable for licensing and commercialization by us, there
can be no assurance that this will occur. For example, we are in discussions
with the National Institutes of Health to obtain licenses to certain patents
held by them that will be necessary for the manufacture of our product candidate
Angiolix. Unless we obtain licenses on terms that are acceptable to us, we may
not be able to manufacture and obtain product registrations on Angiolix. 
On December 5, 2006, NIH provided Somanta with proposed terms for a non-exclusive
license. We are in discussion with NIH on those proposed terms and
conditions. On May 15, 2007, NIH terminated Somantas non-exclusive
license application since we had not accepted the terms and had not
executed the proposed license agreement.

We depend on collaborations with third parties to develop and commercialize our products and to provide the majority of our revenues.

A key aspect of our strategy is to selectively enter into collaborations with third parties and to license certain technology to such third parties. We intend to rely on our collaborators for financial resources and for development, commercialization and regulatory expertise. We have entered into our first license agreement with Advanced Cardiovascular Devices, LLC, for the use of our product candidate known as Alchemix for the treatment of vascular diseases worldwide. We are entitled to milestone payments and a royalty on net sales if product approvals are obtained by Advanced Cardiovascular Devices, LLC. We have not yet entered into a collaboration agreement with respect to any of our other product candidates.

In addition, our existing and future collaborators may fail to develop or effectively commercialize our product candidates or technologies because they:

| |  | do not have sufficient resources or decide   not to devote the necessary resources due to internal constraints such as   limited cash or human resources;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                          
| |  | decide to pursue a competitive potential   product developed outside of the collaboration; or                                                            
| |   |                                                                                                                                                          
| |  | cannot obtain the necessary regulatory   approvals.                                                                                                      

If our collaboration partners fail to develop or effectively commercialize our product candidates, our results of operations will suffer.

If conflicts arise with our collaborators, they may act in their self-interests, which may be adverse to our interests.

Conflicts may arise in our collaborations due to one or more of the following:

| |  | disputes with respect to payments that we   believe are due under a collaboration agreement;                                                                                                         
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                      
| |  | disagreements with respect to ownership of   intellectual property rights;                                                                                                                           
| |   |                                                                                                                                                                                                      
| |  | unwillingness on the part of a collaborator   to keep us informed regarding the progress of its development and   commercialization activities, or to permit public disclosure of these   activities;
| |   |                                                                                                                                                                                                      
| |  | delay of a collaborators development or   commercialization efforts with respect to our product candidates; or                                                                                      
| |   |                                                                                                                                                                                                      
| |  | termination or non-renewal of the   collaboration.                                                                                                                                                   

Conflicts arising with our collaborators could harm our reputation, result in a loss of revenues, reduce our cash position and cause a decline in our stock price.

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We may not be able to obtain necessary funding from product sales, license fees or royalties, and as a result, we may require additional funding through public or private financing, which may not be available on acceptable terms, if at all.

We assess our additional funding needs on a project-by-project basis from time-to-time. Our business strategy is to license rights to promising product candidates, further develop those product candidates by progressing the product candidates toward regulatory approval by conducting clinical trials, and finally to license rights to manufacture and/or market the resulting products to other pharmaceutical firms in exchange for royalties and license fees. Due to these licensing arrangements and our dependence on others for the manufacture, development and sale of our licensed products, we do not have consistent monthly or quarterly expenditures and cannot determine the amount and timing of required additional funding. To the extent that we are unable to fund our development efforts from product sales, license fees and royalties, it may be necessary to reconsider the continuation of certain existing projects
and to curtail entering into any new projects. In addition, we will likely have to seek additional funding through public or private financing; however, we do not know if such funding will be available, or that if available, if it will be available on favorable terms. If we are unable to obtain such additional funding, we may not be able to develop our product candidates which will materially and adversely affect our business.

If we fail to keep up with rapid technological change and evolving therapies, our product candidates could become less competitive or obsolete.

The pharmaceutical industry is characterized by rapid and significant technological change. We expect that pharmaceutical technology will continue to develop rapidly, and our future success will depend on our ability to develop and maintain a competitive position. Technology development by others may result in product candidates developed by us becoming obsolete before they are marketed or before we have recovered a significant portion of the development and commercialization expenses incurred with respect to these product candidates. Alternative therapies or new medical treatments could alter existing treatment regimes, and thereby reduce the need for one or more of the product candidates developed by us, which would adversely affect our revenue and cash flow.

We are subject to extensive competition. If we are unsuccessful in establishing and maintaining a competitive advantage, our business will suffer.

The biopharmaceutical industry is intensely competitive. Many companies, including other biopharmaceutical companies and biotechnology companies, are actively engaged in activities similar to ours, including research and development of products for the treatment of cancer. More specifically, competitors for the development of new therapeutic products to treat cancer also focus on the same approach to delivering cancer therapeutics as we do. A 2006 survey by the Pharmaceutical Research and Manufacturers of America listed nearly 400 new treatments for cancer that are currently being tested by researchers.

To our knowledge, other companies that are involved in the development of monoclonal antibody cancer therapeutics directly related to our efforts include Abgenix/Amgen, Genmab, ImClone/Bristol-Myers Squibb, ImmunoGen, Schering AG, Biogen Idec, Roche, Antisoma, Genentech and Merck.

We expect to encounter significant competition for the pharmaceutical product candidates we are developing and plan to develop in the future. Many of our competitors have substantially greater financial and other resources, larger research and development capabilities and more extensive marketing and manufacturing organizations than we do. In addition, some such companies have considerable experience in pre-clinical testing, clinical trials and other regulatory approval procedures. There are also academic institutions, governmental agencies and other research organizations which are conducting research in areas in which we are working and they may also market commercial products, either on their own or through collaborative efforts. If any of these competitors were to complete clinical trials, obtain required regulatory approvals and commence commercial sales of their product candidates before we do, they
would achieve a significant competitive advantage.

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We conduct our business internationally and are subject to the laws and regulations of several countries which may affect our ability to access regulatory agencies and may affect the enforceability and value of our licenses.

We intend to conduct clinical trials in the U.S. and the European Union. In addition, we intend to license the rights to develop and commercialize our product candidates to third parties who may be located anywhere in the world. We do not know whether any sovereign government will establish laws or regulations that might be deleterious to our interests. Governments have, from time to time, established foreign exchange controls which could have a material adverse effect on us and our financial condition, since such controls may limit our ability to flow funds into a country to meet our obligations under certain licensing agreements and to flow funds out of a country which we may be entitled to, in the form of royalty and milestone pavements, under other licensing agreements. In addition, the value of our licenses will be dependent upon no punitive or prohibitive legislation being enacted with respect to
biological materials.

Our business strategy involves obtaining orphan drug designation for certain of our product candidates. We may not be successful in receiving orphan drug status for certain of our product candidates or, if that status is obtained, fully enjoying the benefits of orphan drug status.

Under the Orphan Drug Act, the FDA may grant orphan drug designation to drugs intended to treat a rare disease or condition. A disease or condition that affects a population of fewer than 200,000 people in the U.S. generally constitutes a rare disease or condition. Orphan drug designation must be requested before submitting a new drug application. After the FDA grants orphan drug designation, the generic identity of the therapeutic agent and its potential orphan use are publicized by the FDA. Under current law, orphan drug status is conferred upon the first company to receive FDA approval to market the designated drug for the designated indication. Orphan drug status grants marketing exclusivity in the U.S. for a period of seven years following the approval of the new drug application, subject to limitations. Orphan drug designation does not provide an advantage in, or shorten the duration of, the FDA
regulatory approval process. Although obtaining FDA approval to market a product with orphan drug status can be advantageous, the scope of protection or level of marketing exclusivity that is currently afforded by orphan drug status and marketing may not remain in effect in the future. Possible amendments of the Orphan Drug Act by the U.S. Congress have been the subject of frequent discussion. Although no significant changes to the Orphan Drug Act have been made for a number of years, members of Congress have proposed legislation that would limit the application of the Orphan Drug Act. The precise scope of protection afforded by orphan drug designation and marketing approval may be subject to change in the future.

The price we charge for our products and the level of third-party reimbursement may decrease, resulting in a decrease in our revenues.

Our ability to commercialize product candidates successfully depends in part on the price we may be able to charge for resulting products and on the extent to which reimbursement for the cost of such products and related treatment will be available from government health administration authorities, private health insurers and other third-party payors. We believe that government officials and private health insurers are increasingly challenging the price of medical products and services. Significant uncertainty exists as to the pricing flexibility which distributors will have with respect to newly approved health care products as well as the reimbursement status for such approved products. Third-party payors may attempt to control costs further by selecting exclusive providers of their pharmaceutical products. The lack of reimbursement would diminish the market for our product candidates and would have a
material adverse effect on our business.

We may face exposure from product liability claims, and product liability insurance may not be sufficient to cover the costs of our liability claims related to our products.

At such time as we have a product approved for commercial sale, we will face exposure to product liability claims if the use of any such products or those we license from third parties is alleged to have resulted in an adverse effect to the user of such product. Product liability claims may also be brought by clinical trial participants with respect to our product candidates. If such a claim is brought against us, the cost of defending such a claim may

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adversely affect our business. In addition, regulatory approval for the commercial sale of products does not mitigate product liability risk. Any precautions we take may not be sufficient to avoid significant product liability exposure. We have obtained product liability and clinical trial insurance at levels which management deems reasonable. However, our insurance coverage may not be adequate and may not cover all claims that may be brought against us. The pharmaceutical industry has experienced increasing difficulty in maintaining product liability insurance coverage at reasonable levels, and substantial increases in insurance premium costs may render coverage economically impractical. To the extent that product liability insurance, if available, does not cover potential claims, we will be required to self-insure the risks associated with those claims. The successful assertion of any uninsured product liability or other claim against us could limit our ability
to sell the applicable product or develop the applicable product candidate or result in monetary damages, any of which would have a material adverse effect on our business. In addition, future product labeling may include disclosure of additional adverse events, precautions and contra indications, which may adversely impact product sales.

If we lose key management, our business may suffer.

We are highly dependent on our Chief Executive Officer and our Executive Chairman to develop our products. Dr. Epenetos and Mr. Bruggeman have entered into employment agreements with us for an initial term of one year, which term automatically extends for an additional one year period until either party gives the other written notice of termination at least 90 days prior to the end of the current term. To the best of our knowledge, neither of the officers is near retirement age and neither, to our knowledge, plans to leave the Company. If either of the executives was no longer employed by the Company, the development of our products could be delayed and otherwise would be adversely impacted. Dr. Epenetos is currently a practicing medical oncologist in the National Health Service in the United Kingdom. His practice is limited to one half day per week and this does not now, and we have no reason to believe
that it will in the future, interfere with his responsibilities as our Chief Executive Officer.

RISKS RELATED TO OUR INTELLECTUAL PROPERTY

Our ability to compete may decline if we do not adequately protect our proprietary rights.

We believe that our success will depend largely on our ability to obtain and maintain patent protection for our own inventions, to license the use of patents owned by third parties when necessary, to protect trade secrets and to conduct our business without infringing the proprietary rights of others. We have obtained, or licensed the rights to, patents covering three of our four current product candidates.

The patents licensed to us expire at various times as follows

| |  | in 2015 for Angiolix related patents;                              
| | - | -------------------------------------------------------------------
| |   |                                                                    
| |  | between 2011 and 2016 for the   Phenylbutyrate related patents; and
| |   |                                                                    
| |  | in 2015 for the Alchemix related patents.                          

As patents expire, the products and processes described and claimed in those patents become generally available for use by the public, which will reduce our ability to realize revenues from making products derived from those patents due to increased competition and potential limitations and will result in our results of operations and cash flows relating to the future products being less favorable than they would be while the patent is valid. It is also possible that because of the extensive time required for development, testing and regulatory review of product candidates, before any of our product candidates or the products developed by our possible future collaborators can be commercialized, any related patent may expire or remain in force for only a short period of time following commercialization, thereby reducing any advantages of the patent.

In addition, we have filed a patent application on our fourth product candidate, Prodrax, a small molecule for use in the treatment of lung, breast, ovarian, colon, pancreatic, and esophageal cancers, and when appropriate, will file other patent applications with respect to our products and processes in the U.S. and in foreign countries. We do not know, however, whether:

| |  | any of our current or future patent   applications will result in the issuance of patents;             
| | - | -------------------------------------------------------------------------------------------------------
| |   |                                                                                                        
| |  | any of our issued patents will provide   significant proprietary protection or commercial advantage; or
| |   |                                                                                                        
| |  | any of our issued patents will not be   circumvented by others.                                        

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The patent positions of pharmaceutical medical products and biotechnology firms can be uncertain and involve complex legal and factual questions. It is possible that a third party may successfully challenge any of our patents or any of the patents licensed to us. If that were to happen, we would lose the right to prevent others from using the applicable technology.

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information and may not adequately protect our intellectual property, which could limit our ability to compete.

Because we operate in a highly technical field, we rely in part on trade secret protection in order to protect our proprietary technology and processes; however, trade secrets are difficult to protect. We enter into confidentiality and intellectual property assignment agreements with our corporate partners, employees, consultants, outside scientific collaborators, sponsored researchers and other advisors. These agreements generally require that the other party keep confidential and not disclose to third parties all confidential information developed by the party or made known to the party by us during the course of the partys relationship with us. These agreements also generally provide that inventions conceived by the party in the course of rendering services to us will be our exclusive property. However, these agreements may not be honored and may not effectively assign intellectual property
rights to us. Enforcing a claim that a party illegally obtained and is using our trade secrets is difficult, expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the U.S. may be less willing to protect trade secrets. The failure to obtain or maintain trade secret protection could adversely affect our competitive position.

A dispute concerning the infringement or misappropriation of our proprietary rights or the proprietary rights of others could be time-consuming and costly, and an unfavorable outcome could harm our business.

There is significant litigation in our industry regarding patent and other intellectual property rights. If our product development activities are found to infringe any such intellectual property rights of others, we may have to pay significant damages. We may need to resort to litigation to enforce a patent issued to us, protect our trade secrets, or determine the scope and validity of third-party proprietary rights. From time to time, we may hire scientific personnel formerly employed by other companies involved in one or more areas similar to the activities conducted by us. Either we or these individuals may be subject to allegations of trade secret misappropriation or other similar claims as a result of their prior affiliations. If we become involved in litigation, it could consume a substantial portion of our managerial and financial resources, regardless of whether we win or
lose. We may not be able to afford the costs of litigation. Any legal action against our company or our collaborators could lead to:

| |  | payment of damages, potentially treble   damages, if we are found to have willfully infringed a partys patent rights;
| | - | ----------------------------------------------------------------------------------------------------------------------

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| |  | injunctive or other equitable relief that   may effectively block our ability to further develop, commercialize and sell   products; or     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                             
| |  | we or our collaborators having to enter   into license arrangements that may not be available on commercially   acceptable terms, if at all.

As a result, significant litigation with respect to our proprietary rights could prevent us from commercializing current or future product candidates.

RISKS RELATED TO OUR INDUSTRY

Our product candidates must go through a lengthy regulatory approval process before we can market or sell them, which could delay or prevent our ability to sell that product commercially.

We have a variety of product candidates under development. All new product candidates must be the subject of an FDA-approved new drug application before they can be marketed in the U.S. The FDA has the authority to determine what testing procedures are appropriate for a particular product candidate and, in some instances, has not published or otherwise identified guidelines as to the appropriate procedures. The required product candidate testing and approval process can take a number of years and require the expenditure of substantial resources. Testing of any product under development may not result in a commercially viable product. Further, we may decide to modify a product candidate in testing, which could materially extend the test period and increase the development cost of the product candidate in question. Even after the time and expenses associated with the approval process, regulatory
approval by the FDA may not be obtained for any product we develop. In addition, delays or rejection may be encountered based upon changes in FDA policy during the period of product development and FDA review. Any delay or failure in obtaining required approval could have a material adverse effect on our ability to generate revenues from the particular product candidate. Even if regulatory approval is obtained, it may impose significant restrictions on the indicated uses, conditions for use, labeling, advertising, promotion and/or marketing of such products, and requirements for post-approval studies, including additional research and development and clinical trials.

Furthermore,
even if the required FDA approval has been obtained with respect to a product in
the U.S., foreign regulatory approval of a product must be obtained prior to our
marketing the product internationally. Foreign approval procedures vary from
country to country and the time required for approval may delay or prevent
marketing. In certain instances, we or our collaborative partners may seek
approval to market and sell our products outside the U.S. before submitting an
application for approval to the FDA. Although there is now a centralized
European Union approval mechanism for new pharmaceutical products in place, each
European Union country may nonetheless impose its own procedures and
requirements, many of which are time consuming and expensive, and some European
Union countries require price approval as part of the regulatory process. Thus,
there can be substantial delays in obtaining regulatory approval from both the
FDA and foreign regulatory authorities after the relevant application is
filed.

Our industry is subject to extensive government regulation in general, which makes it more expensive to operate our business.

Virtually all aspects of our business are regulated by federal and state statutes and governmental agencies in the U.S. and other countries. Failure to comply with applicable statutes and government regulations could have a material adverse effect on our ability to develop and sell product candidates which would have a negative impact on our cash flow. The development, testing, manufacturing, processing, quality, safety, efficacy, packaging, labeling, record-keeping, distribution, storage and advertising of pharmaceutical products, and disposal of waste products arising from these activities, are subject to regulation by one or more federal agencies. These activities are also regulated by similar state and local agencies and equivalent foreign authorities. In our agreements with vendors providing any portion of these types of services, we seek assurance that our vendors comply and will continue to
maintain compliance with all applicable rules and regulations; however, we cannot be certain that our most significant vendors will continue to comply with these rules and regulations.

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In addition, the regulatory requirements applicable to any aspect of our business may be modified in the future. We cannot determine what effect changes in regulations or statutes or legal interpretations may have on our business in the future. Such changes could require modifications to manufacturing methods, expanded or different labeling, the recall, replacement or discontinuation of certain products, additional record keeping and expanded documentation of the properties of certain products or added scientific substantiation. Any changes or new legislation could have a material adverse effect on our ability to develop and sell products and, therefore, to generate revenue and cash flow.

The use of our products may be limited or eliminated by professional guidelines which would decrease the sales of these products and therefore, our revenues and cash flow.

In addition to government agencies, private health/science foundations and organizations involved in various diseases may also publish guidelines or recommendations to healthcare and patient communities. These private organizations may make recommendations that affect the use of therapies, drugs or procedures, including products developed by us. These recommendations may relate to matters such as usage, dosage, route of administration and use of concomitant therapies. Recommendation or guidelines that are followed by patients and healthcare providers and that result in, among other things, decreased use or elimination of products developed by us could have a material adverse effect on our revenue and cash flow.

RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES

40



---



We have issued shares of our Series A Convertible Preferred Stock which carries with it a liquidation preference over our common stock.

We have issued 591.6318 shares of our Series A Convertible Preferred Stock which includes a liquidation preference over our common stock. If we are liquidated in a bankruptcy or otherwise wound down, the holders of our Series A Convertible Preferred Stock would receive the first $5.9 million in value of our assets and if the value of our assets is not enough to satisfy the foregoing amount, you will not receive any proceeds from such liquidation or winding down.

The market price of our common stock could be volatile and your investment could suffer a decline in value.

On September
12, 2006 our common stock began to trade on the OTC Bulletin Board under the
symbol SMPM   The market price for our common stock, as with many
emerging biopharmaceutical companies, is likely to be volatile and could be
susceptible to wide price fluctuations due to a number of internal and external
factors, many of which are beyond our control, including:

| |  | quarterly variations in operating results   and overall financial condition;                                                  
| | - | ------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                               
| |  | efficacy of our products or the products of   our competitors;                                                                
| |   |                                                                                                                               
| |  | economic and political developments   affecting the economy as a whole;                                                       
| |   |                                                                                                                               
| |  | short-selling programs;                                                                                                       
| |   |                                                                                                                               
| |  | the stock markets perception of the   biopharmaceutical industry as a whole;                                                 
| |   |                                                                                                                               
| |  | changes in earnings estimates by analysts;                                                                                    
| |   |                                                                                                                               
| |  | additions or departures of key personnel;   and                                                                               
| |   |                                                                                                                               
| |  | sales of substantial numbers of shares of   common stock or securities convertible into or exercisable for our common   stock.

In addition, the price of our common stock is likely to be highly volatile since it may take many years before any of our licensed products will receive final regulatory approval to be marketed in the U.S. or elsewhere.

We have a small public float which results in a thin trading market for our shares.

The public float of our common stock is small in comparison to our total shares outstanding on a fully diluted basis, resulting in a very thin public market for the trading of our shares, and we expect limited trading volume for the foreseeable future. Limited trading volume entails a high degree of volatility in our stock price. This limited liquidity and volatile stock price will likely continue for the foreseeable future.

The application of the penny stock rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

As long as the trading price of our common stock is below $5.00 per share, the open-market trading of our common stock will be subject to the penny stock rules. The penny stock rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1 million or annual income exceeding $200,000 or $300,000 together with their spouses). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchasers written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the Securities and Exchange Commission
relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional

41



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burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our common stock, and may result in decreased liquidity of our common stock and increased transaction costs for sales and purchases of our common stock as compared to other securities.

Your ability to influence corporate decisions may be limited because our major stockholders own a large percentage of our common stock.

Our significant stockholders own a substantial portion of our outstanding stock. As a result of their stock ownership, if these stockholders were to choose to act together, they may be able to effectively control all matters submitted to our stockholders for approval, including the election of directors, approval of any merger or other business combination involving us, our acquisition or disposition of assets, future issuances of common stock or other securities by us, our incurrence of debt or obtaining other sources of financing, and the payment of dividends on our common stock. This concentration of voting power could delay or prevent an acquisition of our company on terms that other stockholders may desire. In addition, as the interests of our majority and minority stockholders may not always be the same, this large concentration of voting power may lead to stockholder votes that may be inconsistent
with your interests or what you perceive to be the best interest of our company as a whole.

Our charter documents and Delaware law may deter potential acquirers of our business and may thus depress our stock.

Our
certificate of incorporation and bylaws contain provisions that could delay or
prevent a change of control of our company that our stockholders might consider
favorable. In addition, we are governed by the provisions of Section 203 of the
Delaware General Corporation Law, which may discourage, delay or prevent certain
business combinations with stockholders owning 15% or more of our outstanding
voting stock. These and other provisions in our charter documents may make it
more difficult for stockholders or potential acquirers to initiate actions that
are opposed by the then-current board of directors, including delaying or
impeding a merger, tender offer, or proxy contest or other change of control
transaction involving us. Any delay or prevention of a change of control
transaction could cause stockholders to lose a substantial premium over the then
current market price of their shares.

Our certificate of incorporation
authorizes the issuance of up to 100,000,000 shares of common stock and
20,000,000 shares of blank check preferred stock with such
designations, rights and preferences as may be determined from time to time by
our board of directors.

Pursuant to
our certificate of incorporation, we may issue shares of common and preferred
stock in the future that will dilute our existing stockholders without prior
notice or approval of our stockholders. Additionally, our board of directors
does not intend to solicit further approval from our stockholders prior to
designating the rights, preferences or privileges of any such preferred stock,
including, without limitation, rights as to dividends, conversion, voting,
liquidation preference or redemption, which in each case may be superior to the
rights of our common stock. The rights of the holders of common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could also have the effect of
discouraging, delaying or preventing a change of control, and preventing holders
of common stock from realizing a premium on their shares.

We do not plan on declaring or paying dividends on our common stock; however, our Series A Convertible Preferred Stock has an accruing 8% per annum dividend.

We have never declared or paid a dividend on our common stock, nor do we have any plans to do so in the future. Dividends on our Series A Convertible Preferred Stock accrue at a rate of 8% per annum and are payable by us in cash or shares of our common stock.

42



---



|ITEM 7. | FINANCIAL STATEMENTS
|------- | --------------------

SOMANTA PHARMACEUTICALS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|Report of Independent Registered Public Accounting Firm | F-1      
|------------------------------------------------------- | ---------
|                                                        |          
|Consolidated Balance Sheet                              | F-2      
|                                                        |          
|Consolidated Statements of Operations                   | F-3      
|                                                        |          
|Consolidated Statements of Stockholders Deficit        | F-4 - F-5
|                                                        |          
|Consolidated Statements of Cash Flows                   | F-6      
|                                                        |          
|Notes to Consolidated Financial Statements              | F-7      



---



##### 

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Somanta Pharmaceuticals, Inc.  Irvine, California

We have audited the accompanying consolidated balance sheet of Somanta Pharmaceuticals, Inc., formerly Hibshman Optical Corp. (a development stage company) as of April 30, 2007, and the related consolidated statements of operations and consolidated stockholders deficit and consolidated cash flows for the years ended April 30, 2007 and 2006, and for the period from inception of operations (April 19, 2001) to April 30, 2007. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Somanta Pharmaceuticals, Inc. as of April 30, 2007, and the results of its operations and its cash flows for the years ended April 30, 2007 and 2006, and for the period from inception of operations (April 19, 2001) to April 30, 2007, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Companys operating losses, negative working capital and stockholders deficit raise substantial doubt about its ability to continue as a going concern. Managements plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 2 to the consolidated financial statements, in 2006 the
 Company adopted Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payments.

|/s/    STONEFIELD JOSEPHSON, INC. | 
|--------------------------------- | 
|                                  | 
|Irvine,   California              | 
|June 27,   2007                   | 

F-1



---



##### 

Somanta Pharmaceuticals, Inc. (Formerly Hibshman Optical Corp.) (A Development Stage Company)

Consolidated Balance Sheet April 30, 2007

|Assets                                                                                                                                                                                     |  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | - | ----------- | -
|Current assets:                                                                                                                                                                            |  |   |             |  
|Cash                                                                                                                                                                                       |  | $ | 5,385       |  
|Prepaid expenses                                                                                                                                                                           |  |   | 43,308      |  
|                                                                                                                                                                                           |  |   |             |  
|Total current assets                                                                                                                                                                       |  |   | 48,693      |  
|Office equipment, net of accumulated   depreciation of $6,750                                                                                                                              |  |   | 16,560      |  
|Other assets:                                                                                                                                                                              |  |   |             |  
|Restricted funds                                                                                                                                                                           |  |   | 2,000       |  
|Deposits                                                                                                                                                                                   |  |   | 73          |  
|                                                                                                                                                                                           |  |   |             |  
|Total other assets                                                                                                                                                                         |  |   | 2,073       |  
|                                                                                                                                                                                           |  |   |             |  
|Total assets                                                                                                                                                                               |  | $ | 67,326      |  
|                                                                                                                                                                                           |  |   |             |  
|Liabilities and Stockholders Deficit                                                                                                                                                      |  |   |             |  
|Current liabilities:                                                                                                                                                                       |  |   |             |  
|Accounts payable                                                                                                                                                                           |  | $ | 774,022     |  
|Due to related parties                                                                                                                                                                     |  |   | 241,874     |  
|Accrued expenses                                                                                                                                                                           |  |   | 811,539     |  
|Accrued research and development expenses                                                                                                                                                  |  |   | 554,733     |  
|Note payable                                                                                                                                                                               |  |   | 33,462      |  
|Liquidated damages related to Series A preferred stock and warrants                                                                                                                        |  |   | 35,200      |  
|Deferred revenue                                                                                                                                                                           |  |   | 7,143       |  
|Warrant liabilities                                                                                                                                                                        |  |   | 5,786,844   |  
|                                                                                                                                                                                           |  |   |             |  
|Total current liabilities                                                                                                                                                                  |  |   | 8,244,817   |  
|Stockholders deficit:                                                                                                                                                                     |  |   |             |  
|Preferred stock,$0.001 par value, 20,000,000 shares authorized Series   A Convertible Preferred Stock, $0.001 par value, 2,000 shares designated,   591.6318 shares issued and outstanding |  |   | 1           |  
|Common Stock, $0.001 par value, 100,000,000 shares authorized,   14,292,603 shares issued and outstanding                                                                                  |  |   | 14,293      |  
|Additional paid-in capital                                                                                                                                                                 |  |   | 7,604,360   |  
|Deficit accumulated during the development stage                                                                                                                                           |  |   | (15,796,145 | )
|                                                                                                                                                                                           |  |   |             |  
|Total stockholders deficit                                                                                                                                                                |  |   | (8,177,491  | )
|                                                                                                                                                                                           |  |   |             |  
|Total liabilities and stockholders deficit                                                                                                                                                |  | $ | 67,326      |  
|                                                                                                                                                                                           |  |   |             |  

The accompanying notes are an integral part of these consolidated financial statements.

F-2



---



##### 

Somanta Pharmaceuticals, Inc. (Formerly Hibshman Optical Corp.) (A Development Stage Company)

Consolidated Statements of Operations Years ended April 30, 2007 and 2006 and for the
Period from Inception of Operations (April 19, 2001) to April 30,
2007

|                                                                |  |                      |            | From Inception   of Operations   (April 19, 2001) toApril 30, 2007 |  
|--------------------------------------------------------------- |  | -------------------- | ---------- | ------------------------------------------------------------------ | -
|                                                                |  | Year ended April 30, |            |                                                                   
|                                                                |  |                      |            |                                                                   
|                                                                |  | 2007                 |            | 2006                                                               |  
|                                                                |  |                      |            |                                                                    |  
|Revenue                                                         |  | $                    | 1,429      |                                                                    | $
|Operating expenses:                                             |  |                      |            |                                                                    |  
|General and administrative                                      |  |                      | (3,312,660 | )                                                                  |  
|Research and development                                        |  |                      | (1,239,146 | )                                                                  |  
|                                                                |  |                      |            |                                                                    |  
|Loss from operations                                            |  |                      | (4,550,377 | )                                                                  |  
|Other income (expense):                                         |  |                      |            |                                                                    |  
|Interest income                                                 |  |                      | 28,084     |                                                                    |  
|Interest expense                                                |  |                      | (54        | )                                                                  |  
|Liquidated damages                                              |  |                      | (35,200    | )                                                                  |  
|Change in fair value of warrant liabilities                     |  |                      | (2,931,118 | )                                                                  |  
|Gain on settlement of debt                                      |  |                      |           |                                                                    |  
|Currency translation loss                                       |  |                      | (3,255     | )                                                                  |  
|                                                                |  |                      |            |                                                                    |  
|Loss before income taxes                                        |  |                      | (7,491,920 | )                                                                  |  
|Income taxes                                                    |  |                      | (3,717     | )                                                                  |  
|                                                                |  |                      |            |                                                                    |  
|Net loss                                                        |  |                      | (7,495,637 | )                                                                  |  
|Deemed dividends on convertible preferred stock                 |  |                      |           |                                                                    |  
|                                                                |  |                      |            |                                                                    |  
|Net loss applicable to common shareholders                      |  | $                    | (7,495,637 | )                                                                  | $
|                                                                |  |                      |            |                                                                    |  
|Net loss per sharebasic and diluted                            |  | $                    | (0.56      | )                                                                  | $
|                                                                |  |                      |            |                                                                    |  
|Weighted average number of shares outstandingbasic and diluted |  |                      | 14,278,247 |                                                                    |  
|                                                                |  |                      |            |                                                                    |  

The accompanying notes are an integral part of these consolidated financial statements.

F-3



---



##### 

Somanta Pharmaceuticals, Inc. (Formerly Hibshman Optical Corp.) (A Development Stage Company)

Consolidated Statement of Stockholders Deficit For the Period from Inception of Operations (April 19, 2001) to April 30, 2007

|                                                             |                 |              |        |        |   | Additional   Paid- in   Capital |  | Shares to   be   Issued |           | Subscription   Receivable |   | Deferred Equity-   Based Expense |  | Accumulated   Other   Comprehensive   Loss-Foreign   Currency   Translation   Adjustment |           | Deficit   Accumulated   During   Development   Stage |   | Total   Stockholders   Equity/(Deficit) | 
|------------------------------------------------------------ | --------------- | ------------ | ------ | ------ | - | ------------------------------- |  | ----------------------- | --------- | ------------------------- | - | -------------------------------- |  | ---------------------------------------------------------------------------------------- | --------- | ---------------------------------------------------- | - | ---------------------------------------- | 
|                                                             |                 |             
|                                                             | Preferred Stock | Common Stock
|                                                             |                 |             
|                                                             | Shares          |              | Amount | Shares |   | Amount                         
|                                                             |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Balance at April 19, 2001 (Inception)                        |                 |              |       |        | $ |                                |  |                         |          |                           | $ |                                 |  | $                                                                                        |          |                                                      | $ |                                         | 
|Shares issued for cash at $.0326                             |                 |              |        |        |   |                                 |  |                         | 4,299,860 |                           |   | 4,300                            |  |                                                                                          | 135,680   |                                                      |   |                                          | 
|Shares issued for services at $.0139                         |                 |              |        |        |   |                                 |  |                         | 514,674   |                           |   | 515                              |  |                                                                                          | 11,801    |                                                      |   |                                          | 
|Amortization of deferred expense                             |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Comprehensive lossforeign currency translation   adjustment |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Net loss for the period from inception to   April 30, 2002   |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|                                                             |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Balance at April 30, 2002                                    |                 |              |       |        |   |                                |  |                         | 4,814,534 |                           |   | 4,815                            |  |                                                                                          | 147,481   |                                                      |   |                                         | 
|Shares issued for cash at $1.0677                            |                 |              |        |        |   |                                 |  |                         | 14,601    |                           |   | 15                               |  |                                                                                          | 15,575    |                                                      |   |                                          | 
|Shares issued for services at $.0214                         |                 |              |        |        |   |                                 |  |                         | 219,010   |                           |   | 219                              |  |                                                                                          | 4,472     |                                                      |   |                                          | 
|Amortization of deferred expense                             |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Receipt of cash for subscription receivable                  |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Comprehensive lossforeign currency translation   adjustment |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Net loss for the year ended April 30, 2003                   |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|                                                             |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Balance at April 30, 2003                                    |                 |              |       |        |   |                                |  |                         | 5,048,145 |                           |   | 5,049                            |  |                                                                                          | 167,528   |                                                      |   |                                         | 
|Shares issued for cash at $1.2479                            |                 |              |        |        |   |                                 |  |                         | 350,164   |                           |   | 350                              |  |                                                                                          | 436,637   |                                                      |   |                                          | 
|Shares issued for services at $1.2587                        |                 |              |        |        |   |                                 |  |                         | 22,233    |                           |   | 22                               |  |                                                                                          | 27,962    |                                                      |   |                                          | 
|Amortization of deferred expense                             |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Exchange for loan payment and compensation                   |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          | 181,371   |                                                      |   |                                          | 
|Comprehensive lossforeign currency translation   adjustment |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Net loss for the year ended April 30, 2004                   |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|                                                             |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Balance at April 30, 2004                                    |                 |              |       |        |   |                                |  |                         | 5,420,542 |                           |   | 5,421                            |  |                                                                                          | 813,498   |                                                      |   |                                         | 
|Shares issued for cash at $1.3218                            |                 |              |        |        |   |                                 |  |                         | 374,073   |                           |   | 374                              |  |                                                                                          | 494,069   |                                                      |   |                                          | 
|Shares issued for services at $1.2308                        |                 |              |        |        |   |                                 |  |                         | 21,901    |                           |   | 22                               |  |                                                                                          | 26,933    |                                                      |   |                                          | 
|3,650 shares to be issued for service at $1.4973             |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   | 5,465                                    | 
|Amortization of deferred expense                             |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Receipt of cash for subscription receivable                  |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Options issued for services                                  |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          | 257,515   |                                                      |   |                                          | 
|Comprehensive lossforeign currency translation   adjustment |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Net loss for the year ended April 30, 2005                   |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|                                                             |                 |              |        |        |   |                                 |  |                         |           |                           |   |                                  |  |                                                                                          |           |                                                      |   |                                          | 
|Balance at April 30, 2005                                    |                 |              |       |        |   |                                |  |                         | 5,816,516 |                           |   | 5,817                            |  |                                                                                          | 1,592,015 |                                                      |   | 5,465                                    | 

F-4



---



##### 

Somanta Pharmaceuticals, Inc. (Formerly Hibshman Optical Corp.) (A Development Stage Company)

Consolidated Statement of Stockholders Deficit(Continued) For the Period from Inception of Operations (April 19, 2001) to April 30, 2007

|                                                                                                                               |                 |              |          |        |   | Additional   Paid- in   Capital |   | Shares to be   Issued |            | Subscription   Receivable |   | Deferred Equity-   Based Expense |  | Accumulated   Other   Comprehensive   Loss-Foreign   Currency   Translation   Adjustment |            | Deficit   Accumulated   During   Development   Stage |   | Total   Stockholders   Equity/(Deficit) |  
|------------------------------------------------------------------------------------------------------------------------------ | --------------- | ------------ | -------- | ------ | - | ------------------------------- | - | --------------------- | ---------- | ------------------------- | - | -------------------------------- |  | ---------------------------------------------------------------------------------------- | ---------- | ---------------------------------------------------- | - | ---------------------------------------- | -
|                                                                                                                               |                 |             
|                                                                                                                               | Preferred Stock | Common Stock
|                                                                                                                               |                 |             
|                                                                                                                               | Shares          |              | Amount   | Shares |   | Amount                         
|                                                                                                                               |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          |            |                                                      |   |                                          |  
|Write off foreign currency translation adjustment                                                                              |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          |            |                                                      |   |                                          |  
|Shares issued for cash at $1.5656                                                                                              |                 |              |          |        |   |                                 |   |                       | 12,669     |                           |   | 13                               |  |                                                                                          | 19,821     |                                                      |   |                                          |  
|Shares issued for prior service                                                                                                |                 |              |          |        |   |                                 |   |                       | 3,650      |                           |   | 3                                |  |                                                                                          | 5,462      |                                                      |   | (5,465                                   | )
|Amortization of deferred expense                                                                                               |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          |            |                                                      |   |                                          |  
|Options issued for services                                                                                                    |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          | 300,616    |                                                      |   |                                          |  
|Recapitalization with Bridge Oncology                                                                                          |                 |              |          |        |   |                                 |   |                       | 7,865,000  |                           |   | 7,865                            |  |                                                                                          | (92,335    | )                                                    |   |                                          |  
|Beneficial conversion feature associated with   convertible debt financing                                                     |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          | 364,721    |                                                      |   |                                          |  
|Convertible Series A Preferred Stock issued for cash   at $10,000 (net of issuance costs of $544,169)                          |                 |              | 464.0000 |        |   | 0.464                           |   |                       |            |                           |   |                                  |  |                                                                                          | 4,095,830  |                                                      |   |                                          |  
|Convertible Series A Stock issued on conversion of   notes payable                                                             |                 |              | 128.6318 |        |   | 0.1286                          |   |                       |            |                           |   |                                  |  |                                                                                          | 1,286,318  |                                                      |   |                                          |  
|Deemed dividend on account of beneficial conversion   feature associated with issuance of Convertible Series A Preferred Stock |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          | 1,522,317  |                                                      |   |                                          |  
|Issuance costs on warrants issued to placement agent   in connection with the Convertible Series A Preferred Stock             |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          | (429,757   | )                                                    |   |                                          |  
|Discount on warrant issued with Convertible Series A   Preferred Stock                                                         |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          | (2,048,531 | )                                                    |   |                                          |  
|Recapitalization with Hibshman Optical Corp.                                                                                   |                 |              |          |        |   |                                 |   |                       | 576,700    |                           |   | 577                              |  |                                                                                          | (7,708     | )                                                    |   |                                          |  
|Warrant expense                                                                                                                |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          | 92,689     |                                                      |   |                                          |  
|Net loss for the year ended April 30, 2006                                                                                     |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          |            |                                                      |   |                                          |  
|                                                                                                                               |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          |            |                                                      |   |                                          |  
|Balance at April 30, 2006                                                                                                      |                 |              | 592.6318 |        | $ | 0.5926                          |   |                       | 14,274,534 |                           | $ | 14,275                           |  | $                                                                                        | 6,701,458  |                                                      | $ |                                         |  
|Options issued for services                                                                                                    |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          | 739,000    |                                                      |   |                                          |  
|Warrant expense                                                                                                                |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          | 163,920    |                                                      |   |                                          |  
|Conversion of preferred stock                                                                                                  |                 |              | (1.000   | )      |   | (.0010                          | ) |                       | 18,069     |                           |   | 18                               |  |                                                                                          | (18        | )                                                    |   |                                          |  
|Net loss for the year ended April 30, 2007                                                                                     |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          |            |                                                      |   |                                          |  
|                                                                                                                               |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          |            |                                                      |   |                                          |  
|Balance at April 30, 2007                                                                                                      |                 |              | 591.6318 |        | $ | 0.5916                          |   |                       | 14,292,603 |                           | $ | 14,293                           |  | $                                                                                        | 7,604,360  |                                                      | $ |                                         |  
|                                                                                                                               |                 |              |          |        |   |                                 |   |                       |            |                           |   |                                  |  |                                                                                          |            |                                                      |   |                                          |  

The accompanying notes are an integral part of these consolidated financial statements.

F-5



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##### 

Somanta Pharmaceuticals, Inc. (Formerly Hibshman Optical Corp.) (A Development Stage Company)

Consolidated Statements of Cash Flows Years ended April 30, 2007 and 2006 and for the Period from Inception of Operations (April 19, 2001) to April 30, 2007

|                                                                                             |  |                      |            | From Inception   of Operations   (April 19, 2001) to   April 30, 2007 |  
|-------------------------------------------------------------------------------------------- |  | -------------------- | ---------- | --------------------------------------------------------------------- | -
|                                                                                             |  | Year ended April 30, |            |                                                                      
|                                                                                             |  |                      |            |                                                                      
|                                                                                             |  | 2007                 |            | 2006                                                                  |  
|                                                                                             |  |                      |            |                                                                       |  
|Cash flows   provided by (used for) operating activities:                                    |  |                      |            |                                                                       |  
|Net   loss                                                                                   |  | $                    | (7,495,637 | )                                                                     | $
|Adjustments to reconcile net loss to net cash provided by   (used for) operating activities: |  |                      |            |                                                                       |  
|Depreciation                                                                                 |  |                      | 5,462      |                                                                       |  
|Gain   on sale of equipment                                                                  |  |                      | (622       | )                                                                     |  
|Amortization   of stock based expense                                                        |  |                      |           |                                                                       |  
|Write   off foreign currency translation adjustment                                          |  |                      |           |                                                                       |  
|Change   in fair value of warrant liabilities                                                |  |                      | 2,931,118  |                                                                       |  
|Shares   issued for services and compensation                                                |  |                      |           |                                                                       |  
|Gain   on settlement of debts                                                                |  |                      |           |                                                                       |  
|Options   expense                                                                            |  |                      | 739,000    |                                                                       |  
|Warrant   expense                                                                            |  |                      | 163,920    |                                                                       |  
|Interest   expense related to beneficial conversion feature on convertible note              |  |                      |           |                                                                       |  
|Interest   expense related to warrants issued on convertible note                            |  |                      |           |                                                                       |  
|Changes in assets and liabilities:                                                           |  |                      |            |                                                                       |  
|(Increase) decrease in assets                                                               |  |                      |            |                                                                       |  
|VAT   receivable                                                                             |  |                      | 1,628      |                                                                       |  
|Restricted   funds                                                                           |  |                      | 150,048    |                                                                       |  
|Prepaid   expenses                                                                           |  |                      | 47,767     |                                                                       |  
|Deposits                                                                                     |  |                      | 2,627      |                                                                       |  
|Increase (decrease) in liabilities:                                                          |  |                      |            |                                                                       |  
|Accounts   payable                                                                           |  |                      | 516,222    |                                                                       |  
|Accrued   liabilities                                                                        |  |                      | 1,052,994  |                                                                       |  
|Liquidated   damages                                                                         |  |                      | 35,200     |                                                                       |  
|Deferred   revenue                                                                           |  |                      | (1,429     | )                                                                     |  
|Due   to officer and related party                                                           |  |                      | 233,874    |                                                                       |  
|                                                                                             |  |                      |            |                                                                       |  
|Net   cash used for operating activities                                                     |  |                      | (1,617,828 | )                                                                     |  
|                                                                                             |  |                      |            |                                                                       |  
|Cash flows   used for investing activities:                                                  |  |                      |            |                                                                       |  
|Purchase   of equipment                                                                      |  |                      |           |                                                                       |  
|                                                                                             |  |                      |            |                                                                       |  
|Sale   of equipment                                                                          |  |                      | 2,000      |                                                                       |  
|                                                                                             |  |                      |            |                                                                       |  
|Net   cash used for investing activities                                                     |  |                      | 2,000      |                                                                       |  
|Cash flows   provided by financing activities:                                               |  |                      |            |                                                                       |  
|Loan   payablerelated party                                                                 |  |                      |           |                                                                       |  
|Loan   paymentrelated party                                                                 |  |                      |           |                                                                       |  
|Proceeds   from convertible note-related party                                               |  |                      |           |                                                                       |  
|Proceeds   from note payable  related party                                                 |  |                      | 33,462     |                                                                       |  
|Proceeds   from issuance of common stock                                                     |  |                      |           |                                                                       |  
|Proceeds   from issuance of preferred stock                                                  |  |                      |           |                                                                       |  
|Cash   received for subscription receivable                                                  |  |                      |           |                                                                       |  
|                                                                                             |  |                      |            |                                                                       |  
|Net   cash provided by financing activities                                                  |  |                      | 33,462     |                                                                       |  
|                                                                                             |  |                      |            |                                                                       |  
|Effect of   exchange rate changes on cash                                                    |  |                      |           |                                                                       |  
|                                                                                             |  |                      |            |                                                                       |  
|Increase   (decrease) in cash                                                                |  |                      | (1,582,366 | )                                                                     |  
|Cash, beginning of year                                                                      |  |                      | 1,587,751  |                                                                       |  
|                                                                                             |  |                      |            |                                                                       |  
|Cash, end of year                                                                            |  | $                    | 5,385      |                                                                       | $
|                                                                                             |  |                      |            |                                                                       |  
|Supplemental   disclosure of cash flow information:                                          |  |                      |            |                                                                       |  
|Interest   paid                                                                              |  |                      | 54         |                                                                       | $
|                                                                                             |  |                      |            |                                                                       |  
|Income   tax paid                                                                            |  | $                    | 3,717      |                                                                       | $
|                                                                                             |  |                      |            |                                                                       |  
|Supplemental   disclosure of non-cash operating and financing activities:                    |  |                      |            |                                                                       |  
|Loan   reduction with shares                                                                 |  | $                    |           |                                                                       | $
|                                                                                             |  |                      |            |                                                                       |  
|Issuance   of warrants in conjunction with convertible preferred stock                       |  | $                    |           |                                                                       | $
|                                                                                             |  |                      |            |                                                                       |  
|Deemed   dividends related to convertible preferred stock                                    |  | $                    |           |                                                                       | $
|                                                                                             |  |                      |            |                                                                       |  
|Conversion   of note and accrued interest                                                    |  | $                    |           |                                                                       | $
|                                                                                             |  |                      |            |                                                                       |  

The accompanying notes are an integral part of these consolidated financial statements.

F-6



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##### 

Somanta Pharmaceuticals, Inc. (Formerly Hibshman Optical Corp.) (A Development Stage Company)

Notes to Consolidated Financial Statements

|1. | ORGANIZATION, BASIS OF PRESENTATION AND NATURE OF OPERATIONS
|-- | ------------------------------------------------------------

Organization

Somanta
Pharmaceuticals, Inc. is a Delaware corporation that was formed for the purpose
of effecting the reincorporation of Hibshman Optical Corp., a New Jersey
corporation, into the State of Delaware and for the purpose of consummating a
business combination via a reverse merger of Somanta Incorporated and Hibshman
Optical Corp. Pursuant to this reverse merger, Somanta Incorporated became
the wholly-owned subsidiary of Somanta Pharmaceuticals, Inc. and the sole
operating subsidiary of Somanta Pharmaceuticals, Inc. For financial
reporting purposes, this transaction has been reflected in the accompanying
financial statements as a recapitalization of Somanta Incorporated and the
financial statements of Somanta Pharmaceuticals, Inc. reflect the historical
financial information of Somanta Incorporated. References herein to the
Company or Somanta are intended to refer to each of
Somanta Pharmaceuticals, Inc. and its wholly owned subsidiary Somanta
Incorporated, as well as Somanta Incorporateds wholly-owned subsidiary
Somanta Limited.

Hibshman Optical Corp. was originally incorporated in the State of New Jersey in 1991 under the name PRS Sub I, Inc. The name was subsequently changed to Service Lube, Inc., then to Fianza Commercial Corp. and then to Hibshman Optical Corp. The business plan since that time had been to seek to enter into a business combination with an entity that had ongoing operations through a reverse merger or other similar type of transaction.

Somanta Incorporated was incorporated as Somantis Limited under the laws of England and Wales on April 19, 2001. Somantis Limited changed its name to Somanta Limited on March 14, 2005, and performed business as a United Kingdom entity through the fiscal year ending April 30, 2005. On August 22, 2005, Somanta Limited became a wholly owned subsidiary of Bridge Oncology Products, Inc. (BOPI), a privately held Delaware corporation, pursuant to a share exchange with BOPI.; however, Somanta Limited was deemed the accounting acquirer in this share exchange transaction. On August 24, 2005, the name of BOPI was changed to Somanta Incorporated.

Somanta Pharmaceuticals, Inc. is a development stage biopharmaceutical company engaged in the development of products for the treatment of cancer. The Company has in-licensed five product development candidates from academic and research institutions in the United States and Europe designed for use in anti-cancer therapy in order to advance them along the regulatory and clinical pathways toward commercial approval. The Company intends to obtain approval from the United States Food and Drug Administration (FDA) and from the European Medicines Evaluation Agency (EMEA) for the products.

Somanta is a development stage enterprise since the Company has not generated revenue from the sale of its products, and its efforts have been principally devoted to identification, licensing and clinical development of its products as well as raising capital through April 30, 2007. Accordingly, the financial statements have been prepared in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 7, Accounting and Reporting by Development Stage Enterprises.

Basis of Presentation

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) considered necessary for a fair presentation have been included.

F-7



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##### 

Going Concern

The Company reported a net loss and net loss applicable to common shareholders of $7,495,637 for the year ended April 30, 2007. The net loss from date of inception, April 19, 2001 to April 30, 2007, totaled $14,273,828 (net loss applicable to common shareholders of $15,796,145). The Companys operating activities have used cash since its inception. These losses raise substantial doubt about the Companys ability to continue as a going concern.

On April 18, 2007, the Company, Somanta Incorporated, a wholly-owned subsidiary of the Company and Somanta Limited, a wholly-owned subsidiary of Somanta Incorporated, and Access Pharmaceuticals, Inc. (Access) and Somanta Acquisition Corporation (Merger Sub), a wholly-owned subsidiary of Access and a Delaware corporation, entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Somanta, with Somanta continuing as the surviving corporation and becoming a wholly-owned subsidiary of Access (the Merger). The Board of Directors of Somanta has approved the Merger and the Merger Agreement.

In connection with the Merger, all of Somantas common stock that is outstanding at the effective time of the Merger (the Effective Time) will be converted into 500,000 shares of Access common stock. No fractional shares of Access common stock will be issued as a result of the Merger. In addition, all of Somantas preferred stock, included accrued and unpaid dividends, that is outstanding at the Effective Time of the Merger will be converted into 1,000,000 shares of Access common stock. No shares of Access preferred stock will be issued as a result of the Merger.

On April 26,
2007, the Company entered into a Note Purchase Agreement, a Security Agreement,
a Patent Collateral Assignment and Security Agreement and a Trademark Collateral
Security and Pledge Agreement (collectively, the Loan Documents)
with Access Pharmaceuticals, Inc. as more fully described in Note 15. Under the terms of the Loan Documents, Access initially loaned the
Company $33,462. Access, in its sole discretion, may from time to time advance
additional loan amounts to the Company. All amounts loaned to the Company by
Access are secured by substantially all of the assets of the Company pursuant to
the terms of the Loan Documents. The Note bears interest at 10% and is repayable
at the earlier of: (i) August 31, 2007, or (ii) the date of the termination of
the Agreement and Plan of Merger dated as of August 18, 2007 between the Company
and Access.

If the merger fails to close, the Company expects that it will no longer be able to operate its business and will not have the resources to repay the loan.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Reclassifications

For comparative purposes, prior periods consolidated financial statements have been reclassified to conform with report classifications of the current period.

|2. | Significant Accounting Policies
|-- | -------------------------------

Cash and Cash Equivalents

The Company considers all highly liquid financial instruments with a maturity of three months or less when purchased to be cash equivalents. At April 30, 2007, there were no cash equivalents.

Office Equipment

Office equipment is recorded at cost, net of accumulated depreciation. Depreciation on equipment is calculated using the straight-line method over the estimated useful lives of the assets, five years. The Company recorded depreciation expense for the years ended April 30, 2007 and 2006 of $5,462 and $1,496, respectively.

Intangible AssetsPatents and Licenses

F-8



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##### 

All patent and license costs are charged to expense when incurred.

Revenue Recognition

The Company recognizes revenue from licensing its proprietary technology in accordance with SEC staff Accounting Bulletin No. 104 (SAB 104). SAB 104 requires revenue to be recognized when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determined, and collection is reasonably assured. Licensing fees, including upfront payments upon execution of a new agreement, are recognized ratably over the license term of such agreement.

Research and Development

All research and development costs consist of expenditures for royalty payments, licensing fees, contracted research by third parties and the fees and expense of consultants to manage the research and development efforts.

Stock Based Compensation

On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123R). SFAS 123R eliminates the alternative of applying the intrinsic value measurement provisions of APB 25 to stock compensation awards issued to employees. Rather, the new standard requires enterprises to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). On April 14, 2005, the Securities and Exchange Commission announced the adoption of a rule that defers the required effective date of SFAS 123R. The SEC rule provides that SFAS 123R is now effective for registrants as of the beginning of the first
fiscal year beginning after June 15, 2005.

Effective May 1,
2006, the Company adopted SFAS 123R and accordingly has adopted the
modified prospective application method. Under this method, SFAS 123R is applied
to new awards and to awards modified, repurchased, or cancelled after the
effective date. Additionally, compensation cost for the portion of awards that
are outstanding as of the date of adoption for which the requisite service has
not been rendered (such as unvested options) is recognized over a period of time
as the remaining requisite services are rendered. The amounts recorded as
expense in the years ended April 30, 2007 and 2006 was $739,000 and $300,615,
respectively.  As of April 30, 2007, there were 3,483,163 options
outstanding.

Prior
to May 1, 2006, the Company accounted for its employee stock option
plan in accordance with the provisions of SFAS No. 123,
Accounting for Stock-Based Compensation, and SFAS
No. 148, Accounting for Stock-Based Compensation  Transition
and Disclosure.

Translation of Foreign Currency in Financial Statements

From inception through the fiscal year ended April 30, 2005, the functional currency of the Company was the United Kingdom pound and its reporting currency was United States dollar.

Assets and liabilities of foreign operations where the functional currency is other than the U.S. dollar are translated at fiscal year-end rates of exchange, and the related revenue and expense amounts are translated at the weighted average rates of exchange during the fiscal year. Translation adjustments arising from differences in exchange rates from these transactions are reported as accumulated other comprehensive lossforeign currency translation adjustment in the statement of stockholders deficit. The currency exchange rate as of April 30, 2005 was $1.9122.

On August 22, 2005, the Company, then known as Somanta Limited, took part in a share exchange with Bridge Oncology Products, Inc., a Delaware company, and became a subsidiary of Bridge Oncology Products, Inc. (Note 10). As a result of this transaction, Somanta Limited became a wholly owned subsidiary of a U.S. entity and accordingly changed its functional currency to the U.S. dollar as of the fiscal year beginning May 1, 2005.

F-9



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##### 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

Deferred taxes are provided for on a liability method for temporary differences between the financial reporting and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

Income taxes are calculated in accordance with the tax laws of the United States for the years ended April 30, 2007 and April 30, 2006.  Since the Company had net losses for the years ended April 30, 2007 and 2006, provisions for income taxes in the financial statements include only state minimum taxes for the year ended April 30, 2007.

Segment Reporting

The Company has adopted SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. Since the Company operates in one business segment dedicated to development of therapeutic candidates for the treatment of cancers, segment disclosure has not been presented.

Fair Value of Financial Instruments

Statement of Financial Accounting Standard No. 107, Disclosures about Fair Value of Financial Instruments, requires that the company disclose estimated fair values of financial instruments. The carrying amounts reported in the balance sheets for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Basic and diluted net loss per share

Net loss per share is calculated in accordance with the Statement of Financial Accounting Standards No. 128 (SFAS No. 128), Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all potential dilutive convertible shares and stock options or warrants were converted or exercised. The calculation of diluted net loss per share excludes potential common stock equivalents if the effect is anti-dilutive. The Companys weighted common shares outstanding for basic and dilutive were the same since the effect of common stock equivalents was anti-dilutive.

The Company has the following dilutive convertible shares, stock options and warrants as of April 30, 2007 and 2006 which were excluded from the calculation since the effect is anti-dilutive.

|                              |  | 2007 |            | 2006 | 
|----------------------------- |  | ---- | ---------- | ---- | 
|                              |  |      |            |      | 
|Convertible   preferred stock |  |      | 9,859,125  |      | 
|Stock   options               |  |      | 3,483,163  |      | 
|Warrants                      |  |      | 7,102,838  |      | 
|                              |  |      |            |      | 
|Total                         |  |      | 20,445,126 |      | 
|                              |  |      |            |      | 

The Companys undeclared dividend on its Preferred Stock amounting to $115,604 was included in the computation of net loss per share in accordance with SFAS No. 129 for the year ended April 30, 2006.

The Companys undeclared dividends on its Preferred Stock amounting to $474,104 for the year ended April 30, 2007 was included in the computation of net loss per share in accordance with SFAS No. 129.

F-10



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##### 

Aggregate undeclared dividends on Preferred Stock amounting to $589,708 are included in the computation of net loss per share for the period from inception (April 19, 2001) to April 30, 2007.

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS 155 Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and in February 2006, the FASB issued SFAS 155, Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140. This Statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. This Statement:

| | a. | Permits fair   value remeasurement for any hybrid financial instrument that contains an   embedded derivative that otherwise would require bifurcation;                                                                                            
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                    
| | b. | Clarifies   which interest-only strips and principal-only strips are not subject to the   requirements of Statement 133;                                                                                                                           
| |    |                                                                                                                                                                                                                                                    
| | c. | Establishes   a requirement to evaluate interests in securitized financial assets to   identify interests that are freestanding derivatives or that are hybrid   financial instruments that contain an embedded derivative requiring   bifurcation;
| |    |                                                                                                                                                                                                                                                    
| | d. | Clarifies   that concentrations of credit risk in the form of subordination are not   embedded derivatives; and                                                                                                                                    
| |    |                                                                                                                                                                                                                                                    
| | e. | Amends   Statement 140 to eliminate the prohibition on a qualifying special-purpose   entity from holding a derivative financial instrument that pertains to a   beneficial interest other than another derivative financial instrument.           

This Statement is effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006. The fair value election provided for in paragraph 4(c) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of an entitys fiscal year, provided the entity has not yet issued financial statements, including financial statements for any interim period for that fiscal year. Provisions of this Statement may be applied to instruments that an entity holds at the date of adoption on an instrument-by-instrument basis. The Company is currently evaluating the impact of SFAS 155.

In March 2006, the FASB issued SFAS No. 156 (FAS 156), Accounting for Servicing of Financial Assets-An Amendment of FASB Statement No. 140. Among other requirements, FAS 156 requires a company to recognize a servicing asset or servicing liability when it undertakes an obligation to service a financial asset by entering into a servicing contract under certain situations. Under FAS 156 an election can also be made for subsequent fair value measurement of servicing assets and servicing liabilities by class, thus simplifying the accounting and providing for income statement recognition of potential offsetting changes in the fair value of servicing assets, servicing liabilities and related derivative instruments. The Statement will be effective beginning the first fiscal year that begins after September 15, 2006. The Company does not expect the adoption of
FAS 156 will have a material impact on the financial position or results of operations.

In June 2006, the FASB issued FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes that provides guidance on the accounting for uncertainty in income taxes recognized in financial statements. The interpretation will be adopted by us on May 1, 2007. We are currently evaluating the impact of adopting FIN 48; however, we do not expect the adoption of this provision to have a material effect on our financial position, results of operations or cash flows.

In July 2006, the FASB issued FASB Staff Position (FSP) No. FAS 13-2, Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged

F-11



---



##### 

Lease Transaction, that provides guidance on how a change or a potential change in the timing of cash flows relating to income taxes generated by a leveraged lease transaction affects the accounting by a lessor for the lease. This staff position will be adopted by us on May 1, 2007. The Company is currently evaluating the impact of adopting this FSP; however, the Company does not expect the adoption of this provision to have a material effect on the financial position, results of operations or cash flows.

In
September 2006, the FASB issued Statement No. 157, Fair Value
Measurements (SFAS 157). This Statement defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value
measurements. This Statement applies under other accounting pronouncements that
require or permit fair value measurements, the Board having previously concluded
in those accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, this Statement does not require any new fair value
measurements. However, for some entities, the application of this Statement will
change current practice. This Statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. The Company does not expect the adoption of
SFAS No. 157 to have a material impact on the consolidated financial
statements.

In
September 2006, the FASB issued Statement No. 158,
Employers Accounting for Defined Benefit Pension and Other
Postretirement Plansan amendment of FASB Statements No. 87, 88, 106,
and 132(R) (SFAS 158). This Statement improves financial reporting by
requiring an employer to recognize the over funded or under funded status of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited exceptions. This Statement is effective as of the end of the fiscal year ending after December 15, 2006. The Company does not have any defined benefit plans, or other post-retirement plans. Therefore, the Company does not expect SFAS No. 158 to have any impact on the consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities.The objective of this statement is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected by the Board to expand the use of fair value measurement, consistent with the Boards long-term measurement objectives for accounting for financial instruments. This statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting this statement; however, the Company does not expect the adoption of this provision to have a material effect on its financial position, results of operations or cash
flow.

|3. | ACCRUED EXPENSES
|-- | ----------------

Accrued expenses consist of the following at April 30, 2007:

|Payroll   & vacation |  | $ | 472,014 | 
|-------------------- |  | - | ------- | 
|Accounting   & legal |  |   | 326,325 | 
|Consultant           |  |   | 13,200  | 
|                     |  |   |         | 
|                     |  | $ | 811,539 | 
|                     |  |   |         | 

|4. | WARRANT LIABILITIES
|-- | -------------------

The Company issued 6,792,852 warrants in conjunction with convertible note (Note 10) and private placement (Note 11). These warrants have registration rights for the underlying shares. EITF 00-19 provides that contracts that include any provision that could require net-cash settlement cannot be accounted for as equity of the Company. The warrant agreements require net cash settlement, at the option of the holders, in the event the Company fails to issue and deliver common stock on exercise of the

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warrants within three business days of receipt of a written exercise notice by a holder. Pursuant to EITF 00-19, the fair value of the warrants revalued at April 30, 2007 was recorded as a warrant liability amounting $5,786,844. The change in fair value of warrant liabilities from April 30, 2006 to April 30, 2007 in the amount of $2,931,118 was recorded as other expense in the consolidated statements of operations for the year ended April 30, 2007. The change in fair value from the issuance date to April 30, 2006 in the amount of $137,543 was recorded as other income in the consolidated statements of operations for the year ended April 30, 2006.

In the year
ended April 30, 2007, the Company issued warrants to non-employees to purchase
up to 150,000 common shares over a period of six years at a price of $.01. The
Company recorded $163,920 to permanent equity as, pursuant to EITF 00-19, no
criteria were met requiring liability classification.

|5. | RELATED PARTY TRANSACTIONS
|-- | --------------------------

Fees Paid to Related Parties

Pursuant to a financial advisory agreement dated March 2005 between Bridge Oncology and SCO Financial Group LLC (SCO), which the Company has assumed, the Company compensates SCO with a monthly fee of $12,500 and an annual grant of warrants (Note 4) to purchase 150,000 shares of Company common stock at an exercise price of $.01 for the term of the agreement for financial advisory services. The Company recorded advisory service fees totaling $150,000 and $112,500 to SCO for the years ended April 30, 2007 and 2006, respectively. The Company recorded non-cash advisory service fees to SCO related to the warrant grants totaling $163,920 (Note 4) and $88,734 for the years ended April 30, 2007 and 2006, respectively.

The Company recorded board of director fees of $76,000 and $38,187 for the years ended April 30, 2007 and 2006, respectively.

Agreement with Related Party

Virium Pharmaceuticals, Inc.

The Company entered into an exclusive co-development and sublicense agreement in February 2005 with a related entity, Virium Pharmaceuticals, Inc. These two entities share a common director and their largest single shareholder, SCO Capital Partners LLC. On May 19, 2005, the Company paid $50,000 to this related party to in-license phenylbutyrate and expensed this amount.

|6. | LEASES
|-- | ------

The lease on the Companys London office space of approximately 500 sq. ft. for its United Kingdom operations is an operating lease which expired on May 16, 2007.  Lease expense for the years ended April 30, 2007 and 2006 were $22,370 and $26,724, respectively.

|7. | INCOME TAXES
|-- | ------------

The significant components of the Companys income tax provision (benefit) at April 30, 2007 and April 30, 2006 are as follows:

|                  |  |   | April 30,   2007 |  |   | April 30,2006 | 
|----------------- |  | - | ---------------- |  | - | ------------- | 
|                  |  |   |                  |  |   |               | 
|Current   Taxes:  |  |   |                  |  |   |               | 
|Federal           |  | $ |                 |  | $ |              | 
|State             |  |   | 3,717            |  |   | 2,339         | 
|Foreign           |  |   |                 |  |   |              | 
|                  |  |   |                  |  |   |               | 
|Total             |  | $ | 3,717            |  | $ | 2,339         | 
|                  |  |   |                  |  |   |               | 
|Deferred   Taxes: |  |   |                  |  |   |               | 
|Federal           |  |   |                 |  |   |              | 
|State             |  |   |                 |  |   |              | 
|Foreign           |  |   |                 |  |   |              | 
|                  |  |   |                  |  |   |               | 
|Total             |  |   |                 |  |   |              | 
|                  |  |   |                  |  |   |               | 

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The principal components of the Companys deferred tax assets at April 30, 2007 and April 30, 2006 are as follows:

|                                                        |  | April 30,   2007 |            | April 30,   2006 |  
|------------------------------------------------------- |  | ---------------- | ---------- | ---------------- | -
|                                                        |  |                  |            |                  |  
|US Net   Operating Loss Carryforwards at statutory rate |  | $                | 2,602,000  |                  | $
|UK Net   Operating Loss Carryforwards at statutory rate |  |                  | 703,000    |                  |  
|                                                        |  |                  |            |                  |  
|Total                                                   |  |                  | 3,305,000  |                  |  
|Less   Valuation Allowance                              |  |                  | (3,305,000 | )                |  
|                                                        |  |                  |            |                  |  
|Net Deferred   Tax assets                               |  | $                |           |                  | $
|                                                        |  |                  |            |                  |  

A reconciliation of the provision (benefit) for income taxes to the amount computed by applying the statutory income tax rate to the loss before income taxes is as follows:

|                                                  |  | April 30,   2007 |            | April 30,   2006 |  
|------------------------------------------------- |  | ---------------- | ---------- | ---------------- | -
|                                                  |  |                  |            |                  |  
|Income tax   (benefit) expense at statutory rate  |  | $                | (2,549,000 | )                |  
|Non   Deductible Expenses at statutory rate       |  |                  | 1,050,000  |                  |  
|Other                                             |  |                  | 4,000      |                  |  
|Change in   valuation allowance at statutory rate |  |                  | 1,495,000  |                  |  
|                                                  |  |                  |            |                  |  
|                                                  |  | $                |           |                  | $
|                                                  |  |                  |            |                  |  

The Company has established a valuation allowance against its deferred tax asset, due to the uncertainty of the realization of the asset. Management periodically evaluates the recoverability of the deferred tax asset. At such time as it is determined that it is more likely than not that deferred tax assets are realizable, the valuation allowance will be reduced.

At
April 30, 2007 and 2006, the Company had US net operating loss
carryforwards of approximately $7,652,000 and $3,256,000 respectively, which
may be available to offset future taxable income for tax purposes. These net
operating loss carryforwards expire through 2026. At April 30, 2007 and
2006, the Company also had UK net operating loss carryforwards of approximately
$2,696,000.

The Internal Revenue Code limits the availability of net operating losses that arose prior to certain cumulative changes in a corporations ownership resulting in a change of control of the Company. The Companys use of $167,000 of its prior net operating loss carryforwards will be significantly limited, because the Company underwent ownership changes during the fiscal year ended April 30, 2006. Further, the use of UK net operating loss carryforwards may be limited.

|8. | STOCKHOLDERS TRANSACTIONS
|-- | --------------------------

Common Stock

From inception through April 30, 2003, the Company financed its operations through the sale of 4,314,461 shares of common stock to individual investors at prices in United Kingdom Pounds translated into US Dollars ranging from approximately $0.03, to $1.10, for a total of $155,570. Of this total, $5,728 remained unpaid at the end April 30, 2003 and was recorded as subscription receivable. In addition, 733,684 shares were issued at $0.03 for the services of consultants, for a total of $17,007. Of this total, $9,975 was recorded to deferred equity-based expense, because some services were performed in the subsequent years. The services were accounted for at the fair value of the common stock issued, measured

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at the dates the commitments for service were reached with the contractors. The fair value of these shares was determined as equal to the value at which shares were being sold to unaffiliated investors at the times of the commitments for service.

For the year ending April 30, 2004, the Company completed additional sales of 350,164 shares of common stock at approximately $1.23 for a total of $436,987. At the end of April 30, 2004, the amount remaining unpaid for all prior equity sales was $84,283 and was recorded as subscription receivable. The Company issued 22,233 shares of common stock at approximately $1.23 for the services of a consultant, for a total of $27,985. Of this total, $25,216 was recorded as deferred equity-based expense. During the year ended April 30, 2004, 146,007 issued shares were purchased by the President and Chief Executive Officer of the Company from an individual who had not paid for the shares. The fair value of these shares was determined as equal to the value at which shares were being sold to all other unaffiliated investors at the time of this share purchase. The Company recorded the
difference between the purchase price and the fair value of the shares as compensation expense amounting to $181,371.

For the year ending April 30, 2005, the Company sold 374,074 shares to individual investors at approximately $1.33, for a total of $494,443. In this period, 21,901 shares of common stock were issued at approximately $1.23 per share for the services of a consultant, for a total of $26,955.

During the year ended April 30, 2006, the Company sold 12,669 shares to an individual investor at approximately $1.57, for a total of $19,834. In this period, 3,650 shares of common stock were issued at approximately $1.50 in satisfaction of the shares to be issued at April 30, 2005 for a balance of $5,465.

Stock-Based Compensation

The Board of Directors adopted and the stockholders approved the 2005 Equity Incentive Plan in June 2005. The plan was adopted to recognize the contributions made by the Companys employees, officers, consultants, and directors, to provide those individuals with additional incentive to devote themselves to its future success, and to improve the Companys ability to attract, retain and motivate individuals upon whom the Companys growth and financial success depends. Under the plan, stock options may be granted as approved by the Board of Directors or the Compensation Committee. There are 8,000,000 shares reserved for grants of options under the plan, of which 2,204,701 have been issued as substitutions with the exact same terms for the 2,204,701 previously issued options outstanding as of April 30, 2005. Stock options vest pursuant to individual stock
option


agreements. No options granted under the plan are exercisable after the expiration of ten years (or less in the discretion of the Board of Directors or the Compensation Committee) from the date of the grant. The plan will continue in effect until terminated or amended by the Board of Directors or until expiration of the plan on August 31, 2015.

On April 13, 2007, the Companys Board of Directors approved a merger agreement with Access Pharmaceuticals, Inc, as more fully described in Note 15. Under the terms of that agreement Access will not assume, or provide a substitute option, for any of the Companys stock options.  Rather, all of the outstanding options to purchase Company common stock issued pursuant to the Companys 2005 Equity Incentive Plan will be cancelled prior to the closing of the transaction in accordance with Section 11.3(d) of the Equity Incentive Plan. As a result, pursuant to the terms of Section 11.3(d) of the Equity Incentive Plan, the Companys Board of Directors has resolved to: (i) allow the immediate and accelerated vesting of all of the options granted, and (ii) allowed the exercise of the option in whole or in part until May 31, 2007. Based on FAS 123(R), no incremental expense was recorded for

these options with accelerated vesting as the fair value of the modified options
was less than the fair value of the original options calculated immediately
before the terms were modified. None of the options were exercised thru May 31,
2007. Additional expenses of $507,284 was due to the acceleration of the vesting.

FAS 123(R) requires the use of a valuation model to calculate the fair value of each stock-based award. Since May 1, 2003, the Company has used the Black-Scholes model to estimate the fair value of stock options granted. For the valuation of stock-based awards granted in the years ended April 30, 2007 and 2006, respectively, the Company used the following significant assumptions:

Compensation Amortization Period. All stock-based compensation is amortized over the requisite service period of the options, which is generally the same as the vesting period of the options. For all stock options, the Company amortizes the fair value on a straight-line basis over the service periods.

F-15



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##### 

Expected Term or Life. The expected term or life of stock options granted or stock purchase rights issued represents the expected weighted average period of time from the date of grant to the estimated date that the stock option would be fully exercised. To calculate the expected term, the Company used the total of one-half of the option term and one-half of the vesting periods.

Expected Volatility. Expected volatility is a measure of the amount by which the Companys stock price is expected to fluctuate. The Companys stock is currently traded on the over-the counter bulletin board under the trading symbol SMPM. The Company estimated the expected volatility of the stock options at grant date using the daily stock price of three comparable companies over a recent historical period equal to the Companys expected term.

Risk-Free Interest Rate.The risk-free interest rate used in determining the fair value of our stock-based awards is based on the implied yield on U.S. Treasury zero-coupon issues with remaining terms equivalent to the expected term of our stock-based awards.

Expected Dividends.The Company has never paid any cash dividends on common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero in valuation models.

Expected Forfeitures.As stock-based compensation expense recognized in the consolidated statements of operations for year ended April 30, 2007 is based on awards that are ultimately expected to vest, it should be reduced for estimated forfeitures. FAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures were estimated to be 0% for stock options granted for the year ended April 30, 2007 based upon historical forfeitures.

Summary of Significant Assumptions of the Valuation of Stock-Based Awards.The weighted-average estimated fair value of stock options granted during the year ended April 30, 2007 and 2006 was $0.43 and $0.42 per share, respectively. The fair value for these stock options was estimated at the date of grant with the following weighted-average assumptions for the years ended April 30, 2007 and April 30, 2006, respectively:

|                              |  | Year ended   April 30, |                  
|----------------------------- |  | ---------------------- | -----------------
|                              |  |                        |                  
|                              |  | 2007                   |                  
|                              |  |                        |                  
|Expected   volatility         |  |                        | 80.17   to 81.38%
|Weighted-average   volatility |  |                        | 80.41%           
|Expected   dividend yield     |  |                        | 0%               
|Expected   term in years      |  |                        | 6.0              
|Risk-free   interest rate     |  |                        | 4.8%   to 5.1%   

During the
years ended April 30, 2007 and 2006, the Company recognized compensation costs
related to stock options of $739,000 and $300,615, respectively.

The following
table summarizes activity for stock options issued to employees, consultants and
directors for the years ended April 30, 2007 and 2006:

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##### 

|                                |  | Shares |           | Weighted   Average   Exercise Price |   | Weighted   Average   Remaining   Contractual   Term (Years) |  | Aggregate   Intrinsic Value |    
|------------------------------- |  | ------ | --------- | ----------------------------------- | - | ----------------------------------------------------------- |  | --------------------------- | ---
|                                |  |        |           |                                     |   |                                                             |  |                             |    
|Outstanding   at April 30, 2005 |  |        | 2,204,701 |                                     | $ | 1.23                                                        |  |                             | 7.6
|Granted                         |  |        | 1,781,170 |                                     |   | 0.60                                                        |  |                             |    
|Exercised                       |  |        |          |                                     |   |                                                             |  |                             |    
|Forfeited                       |  |        | (160,622  | )                                   |   | 1.23                                                        |  |                             |    
|Expired                         |  |        |          |                                     |   |                                                             |  |                             |    
|                                |  |        |           |                                     |   |                                                             |  |                             |    
|Outstanding   at April 30, 2006 |  |        | 3,825,249 |                                     |   | 0.94                                                        |  |                             | 7.9
|Granted                         |  |        | 122,500   |                                     |   | 0.60                                                        |  |                             |    
|Exercised                       |  |        |          |                                     |   |                                                             |  |                             |    
|Forfeited                       |  |        | (339,417  | )                                   |   | 0.60                                                        |  |                             |    
|Expired                         |  |        | (125,169  | )                                   |   | 1.15                                                        |  |                             |    
|                                |  |        |           |                                     |   |                                                             |  |                             |    
|Outstanding   at April 30, 2007 |  |        | 3,483,163 |                                     | $ | 0.95                                                        |  |                             | 0.1
|                                |  |        |           |                                     |   |                                                             |  |                             |    
|Exercisable   at April 30, 2007 |  |        | 3,483,163 |                                     | $ | 0.95                                                        |  |                             | 0.1
|                                |  |        |           |                                     |   |                                                             |  |                             |    

The aggregate intrinsic value represents the difference between the stock price on the last day of the fiscal year, April 30, 2007, which was $1.25, and the exercise price multiplied by the number of options outstanding.

The following table summarizes information about non-vested Company stock options as of April 30, 2007 (unaudited):

|                               |  | Shares |            | Weighted Average   Grant Date Fair Value |  
|------------------------------ |  | ------ | ---------- | ---------------------------------------- | -
|                               |  |        |            |                                          |  
|Non-vested   at April 30, 2006 |  |        | 1,849,128  |                                          | $
|Granted                        |  |        | 122,500    |                                          | $
|Vested                         |  |        | (1,632,211 | )                                        | $
|Forfeited                      |  |        | (339,417   | )                                        | $
|                               |  |        |            |                                          |  
|Non-vested   at April 30, 2007 |  |        | -0-        |                                          |  

Stock Warrants

Through the
year ended April 30, 2005, the Company issued no warrants. During the year
ended April 30, 2006, the Company issued warrants to non-employees to
purchase up to 6,952,838 common shares over periods ranging from 5 to 7 years at
prices ranging from $0.01 to $2.25. Included in the warrants issued were
warrants to a non-employee to purchase up to 9,987 common shares over a five
year period at a price of $2.25. In the year ended April 30, 2007, the Company
issued warrants to non-employees to purchase up to 150,000 common shares over a
period of six years at a price of $.01 (Note 4). In accordance with EITF 96-18,
the Company determined that the fair value of the equity instrument issued was
more reliably measured because it was difficult to determine the value of the
services performed. In accordance with FASB Statement No. 123R, the Company
has expensed the fair value of all the warrants issued during the year. The fair
value was estimated using the Black-Scholes valuation method. The assumptions
utilized in the valuation model were a dividend yield of zero, volatility
factors ranging from 76.5 to 97.2%, the risk-free interest rates prevailing at
the warrant issuance dates, which ranged from 4.1 to 4.9%, and expected warrant
lives ranging from 2.5 to 3.5 years. The fair market value of the warrants used
in the Black-Scholes valuation model was equal to the most recent value at which
shares were being sold to unaffiliated investors.

The following table summarizes the activity for warrants issued during the years ended April 30, 2007 and 2006.

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|                             |  | Shares |           | Wtd. Avg.Exercise Price |  
|---------------------------- |  | ------ | --------- | ----------------------- | -
|                             |  |        |           |                         |  
|                             |  |        |           |                         |  
|Outstanding   April 30, 2005 |  |        |          |                         |  
|Granted                      |  |        | 6,952,838 |                         | $
|Exercised                    |  |        |          |                         |  
|Forfeited                    |  |        |          |                         |  
|Expired                      |  |        |          |                         |  
|                             |  |        |           |                         |  
|Outstanding   April 30, 2006 |  |        | 6,952,838 |                         | $
|                             |  |        |           |                         |  
|Granted                      |  |        | 150,000   |                         | $
|Exercised                    |  |        |          |                         |  
|Forfeited                    |  |        |          |                         |  
|Expired                      |  |        |          |                         |  
|                             |  |        |           |                         |  
|Outstanding   April 30, 2007 |  |        | 7,102,838 |                         | $
|                             |  |        |           |                         |  

The following table summarizes information about warrants outstanding as of April 30, 2007:

|Warrants Outstanding |  | Warrants Exercisable |          
|-------------------- |  | -------------------- | ---------
|                     |  |                      |          
|Exercise  Prices     |  | Number   Outstanding |          
|                     |  |                      |          
|$  0.01              |  |                      | 1,166,534
|$  0.60              |  |                      | 987,720  
|$  0.75              |  |                      | 4,938,597
|$  2.25              |  |                      | 9,987    

|9. | SHARE EXCHANGE AGREEMENT AND PLAN OF MERGER AGREEMENT
|-- | -----------------------------------------------------

On August 22, 2005, Somanta Limited, a company organized under the laws of England and Wales, became a wholly-owned subsidiary of Bridge Oncology Products, Inc. (BOPI), a privately held Delaware corporation pursuant to a share exchange with BOPI. BOPI was formed in February 2005, and its only operation was to in-license a product development candidate for development outside the United States and Canada.

Under the terms of a Share Exchange Agreement by and among BOPI, Somanta Limited, and the shareholders and option holders of Somanta Limited, BOPI (i) issued 5,832,834 shares of BOPI to the twenty-five holders of 79,898,686 ordinary shares of Somanta Limited and (ii) issued substitute options to purchase 2,032,166 shares of BOPI to the eleven holders of Somanta Limited options covering 27,836,800 ordinary shares of Somanta Limited. The exchange ratio in the share exchange was 1 share of BOPI for each 13.698 shares of Somanta Limited. As a result of this share exchange, the shareholders of Somanta Limited owned 50% of the fully diluted ownership of BOPI, and the holders of BOPI owned the remaining 50%.

Somanta Limited options were all priced at 5 pence pursuant to Somanta Limiteds Board resolution dated May 18, 2005. These option grant prices were converted into US dollars at the exchange rate on June 13, 2005, to $0.09 per share. After the exchange ratio from the share exchange was applied, these options now have an exercise price of $1.232828 per share for each BOPI option issued in the share exchange.

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The acquisition was accounted for as a recapitalization, as described in FASB 141, 17-3. This transaction is treated as a capital transaction in substance, rather than a business combination. That is, the transaction is equivalent to Somanta Limited issuing stock for the net monetary assets of BOPI, accompanied by a recapitalization. The assets of BOPI were recorded at the historical value. The intangible asset on BOPIs books was written off to the income statement on the date of the acquisition (August 22, 2005). Accordingly, the historical financial statements of Somanta Limited became the historical financial statements of BOPI after this transaction. In accounting for this transaction, since Somanta Limited is deemed to be the purchaser and surviving company, its net assets have been included in the consolidated balance sheets at their historical book values.

On August 24, 2005, the name of BOPI was changed to Somanta Incorporated (SI).

On September 7, 2005, SI entered into a letter of intent to effect a merger with Hibshman Optical Corp (Hibshman), a New Jersey corporation, and a public reporting company that did not have a market for its common stock. Hibshman was formed in 1991 under the name PRS Sub I, Inc., as a subsidiary of People Ridesharing Systems, Inc. (PRS), a public corporation that had filed for Bankruptcy in 1989. In March 1992, the name of PRS Sub I was changed to Service Lube, Inc., in anticipation of becoming an operating business. In April 1992 the name was changed to Fianza Commercial Corp. Again in April 1992 the name was changed to Hibshman. Hibshman never had an operating business, its stock never traded publicly, and its shareholders never received stock certificates.

On September 27, 2005, Hibshman, pursuant to an action taken by the written consent of its board and shareholders, adopted an Agreement and Plan of Merger to effect the reincorporation of Hibshman into Delaware prior to the merger with SI. Hibshman formed a new Delaware corporation which was a wholly owned subsidiary of Hibshman (Delaware NewCo). At the closing of the reincorporation, Hibshman merged into Delaware NewCo and each outstanding Hibshman share was exchanged for .01305340 of Delaware NewCo shares with each registered holder of a fractional share being issued 50 Delaware NewCo shares in lieu of such fractional share. Delaware NewCo was the surviving entity and the successor issuer under the Exchange Act and had 576,700 outstanding shares. Delaware NewCo was named Somanta Pharmaceuticals, Inc.

On
January 31, 2006, pursuant to an Agreement and Plan of Merger by and among
Delaware NewCo, SI, and Somanta Merger Sub (Merger Sub), a
wholly-owned subsidiary of Delaware NewCo, SI merged with Merger Sub and became
a wholly-owned subsidiary of Delaware NewCo. In connection with this merger
transaction, Delaware NewCo issued to the holders of SI capital stock an
aggregate of 13,697,834 shares of Delaware NewCo common stock and assumed the SI
2005 Equity Incentive Plan and all options outstanding thereunder which options
became options to purchase 3,831,864 shares of Delaware NewCo common stock. As a
result, (i) the shareholders and optionholders of SI owned approximately
97% of the total outstanding common stock of Delaware NewCo on a fully diluted
basis, (ii) Delaware NewCo assumed the SI 2005 Equity Incentive Plan and
reserved 8,000,000 common shares for issuance under the Plan, and (iii) Delaware NewCo changed its name to Somanta Pharmaceuticals, Inc.

The acquisition was accounted for as a recapitalization, as described in FASB 141, 17-3. This transaction is treated as a capital transaction in substance, rather than a business combination. That is, the transaction is equivalent to Somanta Incorporated issuing stock for the net monetary assets of Hibshman Optical Corp., accompanied by a recapitalization. Accordingly, the historical financial statements of Somanta Incorporated became the historical financial statements of Hibshman Optical Corp. after this transaction. In accounting for this transaction, since Somanta Incorporated is deemed to be the purchaser and surviving company, its net assets have been included in the consolidated balance sheets at their historical book values. Somanta Pharmaceuticals, Inc., elected to change the fiscal year end from December 31 to April 30 of Somanta Incorporated.

|10. | CONVERTIBLE NOTE
|--- | ----------------

On August 23, 2005, Bridge Oncology Products, Inc. (BOPI) issued a $1,000,000 secured convertible note to SCO Capital Partners LLC (SCO). The note was secured by BOPIs assets, carries an annual interest rate of 7.5%, and was due at the earlier of (i) BOPIs completion of a qualified equity financing of at least $10,000,000 or (ii) August 23, 2006. SCO had the option to be repaid in cash or to

F-19



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##### 

convert the debt into the shares of a qualified equity financing at the lowest price paid by institutional investors.

On November 7, 2005, SCO agreed to expand its secured convertible note to SI from $1,000,000 up to $1,250,000. Under the terms of the revised arrangement with SI, the security and interest rate remained unchanged. The terms were amended to require repayment at the earlier of (i) SIs completion of an equity financing of at least $5,000,000 or (ii) February 28, 2006. Consistent with the secured convertible note above, SCO had the option to be repaid in cash or to convert the debt into the shares of a qualified equity financing at the lowest price paid by institutional investors.

In addition, for each $50,000 borrowed on the additional $250,000 line of credit, the Company agreed to issue a six-year warrant to purchase 173,307 shares of common stock in the amount of 1% of the Companys fully diluted common shares outstanding at an exercise price of $0.01 per share. SI has drawn an additional $250,000 under this arrangement, for a total amount outstanding of $1,250,000 and has issued warrants to purchase a total of 866,534 shares of common stock to SCO. These warrants are immediately exercisable upon issuance and expire on November 8, 2012. The fair market value of these warrants, as discussed further below, was estimated to be $0.59 per share at the issuance date and re-measured at $0.59 as of April 30, 2006. The assumptions used in the Black-Scholes model were risk-free interest rate of 4.5% at the time of issuance and 4.95% at April 30, 2006, volatility
factors of 97.24% at the issuance and 76.63% at April 30, 2006, calculated as the weighted average of the stock price volatility of ranked comparable public companies, and contractual terms equal to the exercise periods of the respective warrants. The fair value of the common stock as used in this calculation was $.60 per share, as negotiated between the Company and the Series A Convertible Preferred Stock investors. None of these warrants have been exercised as of April 30, 2007.

These
warrants have registration rights for the underlying shares. The investor rights
agreement for the warrant requires the Company pay a penalty in cash as
liquidated damages if the underlying shares are not registered in a Registration
Statement and such Registration Statement is not declared effective on or prior
to the 90th day following the initial closing date. The Company will
be required to pay, in cash, liquidated damages for such failure, equal to 1% of
the holders subscription amount. Pursuant to Emerging Issues Task
Force (EITF) No. 00-19, Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Companys Own Stock, the fair
value of the warrants at the issuance was recorded as a warrant liability, as 1)
the shares are required to be registered and 2) net cash settlement could
occur. EITF 00-19 provides that contracts that include any provision that could require net-cash settlement cannot be accounted for as equity of the Company. The warrant agreements require net cash settlement, at the option of the holders, in the event the Company fails to issue and deliver common stock on exercise of the warrants within three business days of receipt of a written exercise notice by a holder and the holder purchases shares of common stock to deliver in satisfaction of a sale of the shares of warrants stock which the holder anticipated to receive upon exercise.

In accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, (FASB 133), the Company determined that the conversion feature of the notes did not meet the criteria for bifurcation of the conversion option, as the debt met the definition of conventional convertible debt, as defined under EITF 00-19, and therefore the conversion feature of the debt did not need to be bifurcated and accounted for as a derivative.

In accordance with EITF No. 0027, Application of Issue No. 985 to Certain Convertible Instruments,which provides guidance on the calculation of a beneficial conversion feature on a convertible instrument, the Company has determined that the convertible note payable had a non-cash beneficial conversion feature of $364,721, which was determined once the qualified equity financing was finalized. The beneficial conversion feature was calculated on the note commitment date but recognized when the contingency of conversion was resolved and was determined based on the difference between the calculated conversion value after the allocation of the full fair value of the warrants of $514,981 to the debt as debt discount and the fair value of the Companys common stock of $0.60 per share. The value of the Companys common stock of $0.60 per share was based on the value of
common stock obtained through negotiation for independent sales of common stock to unaffiliated investors. After the allocation of proceeds between the debt and warrants are made, conversion price of $0.425 was calculated based on the allocated amount to debts divided by 2,083,333, the total number of shares into which the note is convertible. The calculated

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amount of $0.175, the difference of the fair value of the common stock of $0.60 and the effective conversion price of $0.425, represents the beneficial value per share. This beneficial value was applied to the total shares into which the note is convertible, to calculate the beneficial conversion feature. The proceeds of $1,250,000 on the note were recorded net of the discount of $364,721 on account of the beneficial conversion feature and discount of $514,981 on account of the full fair value of the warrants. In conjunction with the private placement (Note 12), the debt and accrued interest was converted into 128.6318 shares of Series A Convertible Preferred Stock. The discounts on account of the beneficial conversion feature and fair value of the warrants have been recognized as additional interest expense on conversion.

|11. | PRIVATE PLACEMENT
|--- | -----------------

On January 31, 2006, Somanta Pharmaceuticals, Inc. completed a private placement of 592.6318 shares of its Series A Convertible Preferred Stock (Series A Preferred) at a price of $10,000 per share, including six-year warrants to purchase an additional 4,938,598 shares of its common stock. The Series A Preferred shares consisted of 464 shares purchased by investors which are convertible into 7,733,333 shares of common stock and 128.6318 shares that gave effect to the conversion amount of $1,286,318, representing the value of the converted note of $1,250,000 (Note 11) and the associated accrued interest of $36,318. The total 592.6318 preferred shares are convertible into 9,877,197 common shares. Gross proceeds to Somanta were $4,640,000, including $3,671,209 in cash, payments to various vendors amounting $968,791, which included cash payment of $624,105 to SCO
Securities, LLC, its placement agent.

The Series A Preferred is initially convertible into 9,877,197 shares of the Companys common stock at a conversion price of $0.60 per share. The conversion value is subject to adjustment. The exercise price for the warrants is $0.75 per share and they are immediately exercisable upon issuance. The fair market value of these warrants, as discussed further below, was estimated to be $0.41 per share at the issuance date.  The warrants expire on January 31, 2012. None of the warrants have been exercised as of April 30, 2007.

Holders of the Series A Preferred stock are entitled to receive dividends at 8% per annum. Dividends will accrue and will be cumulative from the date of issuance, whether or not earned or declared by the Board of Directors. Dividends can be paid at the Companys option either in cash or shares of the Companys common stock on April 30 and October 31 of each year. The holders of the Series A Preferred stock have full voting rights and powers, subject to the Beneficial Ownership Cap, equal to the voting rights and powers of the Common stock holders.

The Series A Preferred stockholders have a liquidation preference, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, senior to the holders of common stock in an amount equal to $10,000 per share of preferred stock plus any accumulated and unpaid dividends on the preferred stock. In the alternative, the holders of the Series A Preferred may elect to receive the amount per share that would be distributed among the holders of the preferred stock and common stock pro rata based on the number of shares of the common stock held by each holder assuming conversion of all preferred stock, if such amount is greater than the amount such holder would receive pursuant to the liquidation preference. A change of Control of the Corporation will not be deemed a liquidation.

The Series A Preferred Stock is not redeemable for cash. The holder of any share or shares of Series A Preferred can, at the holders option, at any time convert all or any lesser portion of such holders shares of Series A Preferred stock into such number of shares of common stock as is determined by dividing the aggregate liquidation preference of the shares of preferred stock to be converted plus accrued and unpaid dividends thereon by the conversion value then in effect for such Preferred Stock (Conversion Value). The Company can, on the occurrence of a conversion triggering event, elect to convert all of the outstanding preferred stock into common stock. A conversion triggering event is (i) a time when the registration statement covering the shares of common stock into which the Series A Preferred is convertible is effective and sales may be made pursuant thereto or
all of the shares of common stock into which the Series A Preferred is convertible may be sold without restriction pursuant to Rule 144(k) promulgated by

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the SEC and the daily market price of the common stock, after adjusting for stock splits, reverse splits, stock dividends and the like is $5 or more for a period of 30 of the immediately preceding 60 consecutive trading days and the volume of common stock traded on the applicable stock exchange on each such trading day is not less than 100,000 shares, or (ii) a time when the Company consummates a sale of common stock in a firm commitment underwritten public offering in which the offering price before deduction of expenses of the common stock is greater than 200% of the Conversion Value and the aggregate gross proceeds of the offering to the Company are greater than $25 million.

All the outstanding preferred stock will be automatically converted to common stock upon an occurrence of a qualified change of control provided that upon consummation of a qualified change of control the holders of the shares issuable on automatic conversion shall be entitled to receive the same per share consideration as the qualified change of control transaction consideration. The holders of the Series A Preferred may require the Company to redeem the shares upon the Companys failure or refusal to convert any shares of Preferred Stock in accordance with the terms of issue, or by providing a written notice to that effect.

The Series A Preferred has been classified as equity, as the Series A Preferred stock is not redeemable. In accordance with EITF No. 0027, Application of Issue No. 985 to Certain Convertible Instruments,the Company has determined that the Series A Preferred had a beneficial conversion feature of $1,522,317 as of the date of issuance. As such, the Company recorded a non-cash deemed dividend of $1,522,317 resulting from the difference between the conversion price determined after allocation of the full fair value of the warrants of $0.41 at the issuance date, revalued at $0.78 as of April 30, 2007, and the fair value of common stock of $0.60. The carrying value of the Series A Preferred of $5,926,318 was recorded net of the deemed dividend of $1,522,317 and a discount of $2,048,531 at the issuance date. The change in fair value of the warrants was recorded as other income
in the consolidated statement of operations for the year ended April 30, 2007.

The holders
of the Series A Preferred and warrants have registration rights which obligate
the Company to file a registration statement with the Securities and Exchange
Commission (SEC) covering the resale of the common stock issuable
upon conversion of the Series A Preferred and the common stock issuable upon
exercise of the warrants (as well as certain other securities of the Company)
within 30 days after the closing of the private placement. In the event the
registration statement is not filed within such thirty day period or if the
registration statement is not effective within 120 days after the date it is
filed, or a registration statement, once declared effective ceases to remain
effective during the period that the securities covered by the agreement are not
sold, the Company will be required to pay, in cash, liquidated damages for such
failure, equal to 1% of the holders of the Series A Preferred investment amount for each thirty day period in which the registration statement is not filed or effective, or maintained effective, as the case may be. This penalty obligation expired on January 31, 2007 since the SEC declared the Registration Statement effective on August 10, 2006.

In accordance with EITF Issue 05-4, The Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument Subject to Issue No. 00-19, the Company believes that the effect of the liquidated damages should be treated under the first view (View A), which states that a registration rights agreement should be treated as a combined unit together with the underlying financial instruments, warrants and derivative debenture and evaluated as a single instrument under EITF Issue 00-19 and FAS 133. The Company concluded that this view is the most appropriate for the transaction. The Registration Rights Agreement and the financial instruments to which it pertains (the warrants and the preferred stock) were considered a combined instrument and accounted for accordingly.  The SEC declared the Registration Statement effective on August 10, 2006. As a result, during the quarter ended
July 31, 2006, the Company accrued a liability of liquidated damages of $120,502. During the quarter ended October 31, 2006 an agreement was reached with SCO on the liquidated damages matter. The agreement concluded that since the securities owned by SCO Capital Partners, LLC were not registered because SCO voluntarily withdrew them from the Registration because of the resale restrictions required by the SEC, the Company is not obligated for any liquidated damages pertaining specifically to SCO Capital Partners, LLC. Accordingly, the Company reversed out $85,302 of liquidated damages in the prior quarter ended October 31, 2006.

The Company also issued six year warrants to its placement agent to purchase 987,720 common shares at $0.60 per share to SCO Securities LLC, as part of the success fees of 10% of the aggregate value

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of the transaction at sales price of common stock. These warrants are immediately exercisable upon issuance. The fair value of these warrants at the date of issuance was estimated to be $0.44 per share and revalued at $0.41 as of April 30, 2006 and has been recorded as issuance costs and offset against the proceeds of the Series A Preferred. On February 27, 2007, the Company issued a six year warrant to SCO Financial Group to purchase 150,000 common shares at $.01 per share.

The fair value of warrants issued in connection with the issue of convertible debt and convertible preferred stock, including the agent warrants, was estimated at the date of grant and revalued at April 30, 2007 using a Black Scholes option pricing model with the following assumptions: a risk free interest rate of approximately 4.5% at the issuance date and 4.6% on April 30, 2007, no dividend yield, volatility factors of 81.89% to 97.24% at the issuance date and 50.89% to 60.56% at April 30, 2007, contractual terms of 6 and 7 years and expected terms based upon the formula prescribed in SEC Staff Accounting Bulletin 107 of 3 years and 3.5 years. These assumptions use the interest rate prevailing at the time of issuance, volatility factors calculated as the weighted average of the stock price volatility of ranked comparable public companies, and contractual terms equal to the exercise periods of
the respective warrants. The fair value of the common stock as used in this calculation was $.60 per share at the issuance date, as negotiated between the Company and unaffiliated third party Series A investors, and $1.25 on April 30, 2007. The change in fair value of the warrants for the year ended April 30, 2007 of $2,931,118 was reported in other expense and disclosed in the financial statements.

The fair
value of the above warrants has been classified as a liability pursuant to EITF
00-19 as described in Note 4 for the years ended April 30, 2007.

The fair value of the warrants was reassessed at the end of the fiscal year 2007 with changes in fair value recorded in other income (expense) and disclosed in the financial statements.

The holders of the Series A Preferred Stock are entitled to receive, when, if and as declared by the Board, dividends at 8% per annum cumulative from the date of issuance of the shares of Preferred Stock. The board did not declare the dividends as of April 30 2007. Therefore, a dividend of $589,708 and $115,604 for the year ended April 30, 2007 and 2006, respectively,   on the Preferred Stock has not been recorded in the consolidated financial statements, but in accordance with SFAS No. 129, the dividend amount has been included in the calculation of net loss per share.

|12. | SECURED NOTE
|--- | ------------

On April 26, 2007, the Company entered into a Note Purchase Agreement, a Security Agreement, a Patent Collateral Assignment and Security Agreement and a Trademark Collateral Security and Pledge Agreement (collectively, the Loan Documents) with Access Pharmaceuticals, Inc. (Access). Under the terms of the Loan Documents, Access initially loaned the Company $33,462. Access, in its sole discretion, may from time to time advance additional loan amounts to the Company. All amounts loaned to the Company by Access are secured by substantially all of the assets of the Company pursuant to the terms of the Loan Documents. The Note bears interest at 10% and is repayable at the earlier of: (i) August 31, 2007, or (ii) the date of the termination of the Agreement and Plan of Merger dated as of August 18, 2007 between the Company and Access.

|13. | COMMITMENTSEMPLOYMENT AND CONSULTING AGREEMENTS
|--- | ------------------------------------------------

In January 2006, the Company entered into employment agreements with the Companys President and Chief Executive Officer (CEO), and with the Companys Executive Chairman, for one year terms. These agreements were automatically renewed for an additional on year term on January 31, 2007. Under these agreements, the President and Executive Chairman are to be paid annual base salaries of $275,000 and $248,000, respectively. Both officers are eligible to receive annual bonuses and additional stock option grants at the discretion of the Companys board of directors. In July 2006, the Companys CEO and Executive Chairman agreed to defer 50% of their base salaries until the completion of the Companys next fund raising at which time the deferred amounts would be repaid and the deferrals would cease. Effective October 1, 2006, the Companys CEO and Executive Chairman

agreed to defer 100% of their base salaries until the completion of the Companys next fund raising, or the completion of a merger or other

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consolidation with another company, at which time the deferred amounts would be repaid and the deferrals would cease. Effective June 30, 2006, our Executive Chairman was appointed by our Board to be our Chief Financial Officer, Secretary and Treasurer.

In January 2006, the Company entered into an employment agreement with the Companys Chief Financial Officer (CFO). Under the agreement, the CFO was to be paid an annual base salary of $215,000 and also entitled to receive an annual bonus and additional stock option grants at the discretion of the Companys board of directors. In June 2006, the Companys CFO resigned. The Company is not obligated to pay him any severance or other payments as the result of his departure; however, the board agreed to amend the terms of his stock option agreement to immediately vest him in twenty five percent (25%) of the shares covered by the option, or 101,668 shares, and enable him to exercise such option until June 30, 2007. Based on FAS 123R, no incremental expense was recorded for these options with accelerated vesting as the fair value of the modified options was less than the

fair value of the original options calculated immediately before the terms were modified.

In November
2005, the Company entered into two consulting agreements: (i) a Service
Provision Agreement with Pharma Consultancy Limited, a UK company controlled by
Luiz Porto, one of the Companys stockholders pursuant to which the Company
will pay Dr. Porto approximately $278,000 per year, for services rendered
by Dr. Porto to the Company as an independent consultant in connection with
the management of the Companys clinical activities, that will terminate on
December 31, 2006 unless extended by a mutual written agreement of the
parties and may be terminated, with or without cause, by giving the other party
thirty (30) days prior written notice; and (ii) a Service 
Provision Agreement with Gary Bower pursuant to which the Company will pay
Mr. Bower approximately $156,000 per year for services rendered by
Mr. Bower to the Company as an independent consultant in connection with the pre-clinical activities related to the manufacturing of the Companys product candidates, that will terminate on December 31, 2006 unless extended by a mutual written agreement of the parties and that may be terminated, with or without cause, by giving the other party thirty (30) days prior written notice.

The agreement with Mr. Bower was amended in April 2006 to include GTE Consultancy Limited, a company organized under the laws of United Kingdom and owned by Mr. Bower, as the service provider pursuant to the agreement. With the approval of the Companys board of directors, both Dr. Porto and Mr. Bower may also be granted cash bonuses and stock options in the future. In July 2006, Pharma Consultancy Limited and GTE Consultancy Limited amended their agreements to reduce, effective September 1, 2006, their consulting services to the Company by 33%, which in turn, will reduce the Companys payments by approximately $91,000 and $51,000, respectively, on an annualized basis. Both agreements expired by there terms on December 31, 2006 and were not renewed.

The Companys former CFO resigned in August 2005, in connection with the closing of the share exchange agreement with Bridge Oncology. In January 2006, he entered into a consulting arrangement with the Company under which he is paid $5,000 per month retroactive to June 2005. Effective June 1, 2006, the former CFO agreed to modify his consulting arrangement to provide his services for $100 per hour in lieu of a fixed retainer and was granted options to acquire 25,000 of the Companys common stock at $.60 per share vesting quarterly over twenty four months.  Those options expired as of May 31, 2007.

|14. | SIGNIFICANT CONTRACTS AND LICENSES
|--- | ----------------------------------

IN-LICENSING AGREEMENTS

De Montfort University

In November 2001, the Company entered into a Patent and Know-how Assignment and License Agreement with De Montfort University of Leicester, England, pursuant to which De Montfort University agreed to assign to the Company the key patent related to chloroethylaminoanthraquinone, a cytotoxic small molecule and to exclusively license to the Company certain know-how related to this molecule for use in field of the treatment of cancer. In March 2003, the Company amended and restated that agreement to extend the time period in which the assignment and license would be triggered. In October 2005, De Montfort University formally assigned the patent that covers the molecule to the Company. Pursuant to the agreement with De Montfort University, the Company paid De Montfort an initial assignment fee of

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$42,815 in March 2004 and issued 219,010 shares of common stock to De Montfort valued at $4,677 in December 2001. The Company is not obligated to make any royalty payments to De Montfort based on the sale of any product that is based on this small molecule, but it is obligated to pay De Montfort certain milestone payments based on the achievement of agreed upon clinical milestones. If the Company successfully achieves each of these milestones, it would be obligated to pay De Montfort a total aggregate amount of milestone payments of GBP 250,000, or approximately $500,000. The Company is obligated to use its commercial best efforts to achieve these agreed upon clinical milestones. The Company has the right to terminate its agreement with De Montfort on 90 days advance notice, and either party has the right to terminate the agreement for breach by the other party upon 90 days advance notice (60 days for payment failures), if such breach is not cured within the
notice period.

Immunodex, Inc.

On January 25, 2002, the Company entered into a Patent Know-How and License Option Agreement with Immunorex, Inc. (later renamed Immunodex, Inc.) giving it a worldwide, exclusive sublicense, with the right to further sublicense, to all human radioimmunotherapy applications of certain patents on BrE3 and Mc3 monoclonal antibodies for use in breast cancer and other types of cancer. Pursuant to this agreement, the Company paid Immunodex an initial license fee of $10,000 and sold 292,012 shares of common stock to Immunodex for $5,638. On August 16, 2005, the Company entered into a Patent and Know-how Exclusive Sublicense Agreement with Immunodex, Inc. which had essentially the same terms and conditions as the 2002 agreement and which superseded that agreement. It also superseded prior agreements dated March 1, 2002 and September 17, 2002 related to the same subject matter. Pursuant to this August 2005 agreement, the Company paid Immunodex an initial
license fee of $300,000. In addition, the Company is obligated to pay Immunodex $150,000 upon the delivery by Immunodex of each cell line that is necessary to manufacture each of the BrE3 and Mc3 monoclonal antibodies. The Company is further obligated to pay Immunodex annual license maintenance fees and all costs and expenses associated with the prosecution and maintenance of each of the patents licensed to the Company under the agreement. The Companys obligation to pay this fee is reduced at such time as it begins to sell a product based on either of the antibodies, and terminates in its entirety at such time as the Company is selling products based on both antibodies. As noted below, on November 3, 2006 we terminated our license with respect on one of the monoclonal antibodies (huBrE-3 mAb), and continue to develop on Angiolix.

Assuming that we begin to sell products based on Angiolix fifteen (15) years after the date of the August 2005 agreement, or August 2020, which is our anticipated development timetable, we would have to pay to Immunodex an additional $2,600,000 in maintenance fees during that time period. In addition, we are obligated to pay Immunodex a royalty based on the net sales, if any, of products based on Angiolix. Further, we are obligated to develop Angiolix on an agreed upon timetable. If we fail to achieve any of the agreed upon clinical development and regulatory milestones, Immunodex would then have the right to terminate the August 2005 agreement, and if such a termination occurs, we would be obligated to pay Immunodex a termination fee of up to $500,000. We are also entitled to terminate the agreement with respect to Angiolix upon ninety (90) days advance notice to Immunodex. If we do so without cause, we
would also be required to pay a termination fee of up to $500,000. Notwithstanding the foregoing, we do not have to pay a termination fee with respect to Angiolix if the agreement is terminated due to: (i) negative results of toxicity testing for the applicable drug candidate that the FDA indicates would preclude further testing of such drug candidate, (ii) a third party being granted orphan drug status by the FDA for a drug that would preclude us from receiving orphan drug status with respect to the applicable drug candidate, or (iii) our inability to achieve commercially viable yields with respect to the manufacture of the applicable drug candidate.

If we sublicense our rights with respect to Angiolix, we would be obligated to pay to Immunodex a sublicensing fee not to exceed $1,000,000 for each such sublicense granted based on payments received from each such sublicensee.

The term of the August 2005 agreement expires on the latter to occur of: (i) the expiration of the last to expire licensed patent, or (ii) fifteen (15) years after the first commercial sale of a product covered by the licensed patents. The August 2005 agreement superseded prior agreements with Immunodex dated January 25, 2002, March 1, 2002 and September 17, 2002, in each case related to the same subject matter.

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In February 2006, the Company made a deposit of $150,000 into an escrow account pursuant to the agreement. This amount was released on November 7, 2006.

Effective November 3, 2006, the Company entered into a Side Amendment to Patent and Know-how Exclusive Sublicense Agreement with Immunodex and the Cancer Research Institute of Contra Costa (CRICC) (the Side Amendment). Pursuant to the Side Amendment, the Company has agreed with Immunodex and CRICC to reduce the amount of the annual maintenance fee under the License Agreement from $250,000 to $200,000 and to defer the annual maintenance fee that was due in August 2006 until the earlier of (i) the closing of a fundraising resulting in gross proceeds to us of at least $5,000,000, or (ii) January 31, 2007 (the 2006 Annual Maintenance Fee). If the Company is unable to timely pay the 2006 Annual Maintenance Fee, the annual maintenance fee due under the License Agreement would revert to $250,000.

The Company has retained its rights with respect to huMc-3 mAb and its product candidate Angiolix; however, the Company has agreed to suspend the development of Angiolix until such time as the Company has paid the 2006 Annual Maintenance Fee. In addition, each of the product development milestones with respect to Angiolix set forth in the License Agreement has been reset to begin at such time as we make the 2006 Annual Maintenance Fee payment.

In addition, the Company agreed to reimburse Immunodex for certain out of pocket expenses in the aggregate amount of approximately $21,000, which amount was payable upon the execution of the Side Amendment.

On January 18, 2007 the Company entered into an Amendment to the Side Amendment which defers the amounts due on January 31, 2007, including the 2006 Annual Maintenance Fee, until July 31, 2007. In consideration for the deferral, the Company will pay $12,000 for each month of the deferral. In addition, the Company paid $2,050 of patent annuity payments.

On November 8, 2006, the Company made application to the National Institutes of Health for a non-exclusive license to certain patents held by NIH related to the humanization of Angiolix (huMc-3 mAb).  On December 5, 2006 NIH provided the Company with proposed terms for a non-exclusive license. On May 15, 2007, the NIH terminated Somantas non-exclusive license application since Somanta had not accepted the terms and had not executed the proposed license agreement.

The School of Pharmacy, University of London (SOP)

In March 2004, the Company entered into a Patent and Know-how Assignment and License Option Agreement with The School of Pharmacy, University of London. The Agreement granted to the Company an option to acquire the rights to the key patent application related to di-N-oxides of chloroethylaminoanthraquinone as a bioreductive prodrug and an exclusive worldwide license to the related know-how for development and commercialization in the field of the treatment of cancer. Pursuant to this agreement, the Company paid an initial option fee of $44,575 and issued 131,505 shares of common stock valued at $2,630 to The School of Pharmacy. In September 2005, The School of Pharmacy formally assigned to the Company the rights to the key patent application and the relevant know-how in the field of the treatment of cancer. The Agreement obligate the Company to pay The School of Pharmacy certain milestone payments based
on the achievement of agreed upon clinical milestones with respect to the prodrug. If the Company successfully achieve each of these milestones, it would be obligated to pay The School of Pharmacy a total aggregate amount of milestone payments of GBP 275,000, or approximately $550,000. The Company is obligated to use its commercial best efforts to achieve these agreed upon clinical milestones. If the Company fails to achieve any of these agreed upon clinical milestones, The School of Pharmacy would have the right to terminate the know-how license under the agreement. In addition, the Company is obligated to pay The School of Pharmacy a royalty on net sales, if any, of products based on the prodrug. The Company has the right to terminate the agreement with the The School of Pharmacy on 90 days advance notice, and either party has the right to terminate the agreement for breach by the other party upon 90 days advance notice (60 days for payment failures), if such breach is not cured within the
notice period. In February, 2006, SOP waived the condition in the agreement that the Company

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assign the patent back to SOP if the Company was unable to complete a substantial funding by December 31, 2005.

Virium Pharmaceuticals, Inc. (Virium)

In February 2005, Bridge Oncology Products, Inc. (BOPI), entered into a Phenylbutyrate Co-development and Sublicense Agreement with Virium Pharmaceuticals, Inc. covering the worldwide rights, excluding the United States and Canada, for the treatment of cancer, autoimmune diseases and other clinical indications. BOPI paid an upfront license fee of $50,000. As a result of the exchange agreement with BOPI, the Company has succeeded to the rights and obligations under this Agreement. The Companys single largest stockholder, SCO Capital Partners, LLC, is also the single largest stockholder of Virium Pharmaceuticals, Inc., and the companies share a common director.

Virium is also a party to a sublicense agreement with VectraMed, Inc. for the rights to develop and commercialize PB worldwide for the treatment of cancer, autoimmune diseases and other clinical indications. In turn, VectraMed has obtained its rights to the product under an Exclusive Patent License Agreement dated May 25, 1995 with the U.S. Public Health Service (PHS) representing the National Institutes of Health. VectraMed subsequently assigned all its rights to PB to Virium pursuant to a novation agreement dated May 10, 2005. Virium is in the process of obtaining PHS approval for this agreement.

The Company is responsible for the conduct of clinical trials and patent prosecution outside the United States and Canada and payment of royalties to Virium on net product sales until such time as the patents covering such products expire. These patents expire at various times between 2011 and 2016.

The Companys agreement with Virium does not fully comply with the sublicensing requirements set forth in Viriums agreement with the National Institutes of Health because it does not expressly incorporate by reference all of the relevant sections of Viriums license with NIH. The Company is currently seeking to amend its agreement with Virium to bring it into full compliance with such sublicensing requirements and to permit the Company to become a direct licensee of the NIH, should Virium default on its license with the NIH.

On
October 20, 2006, NIH conditionally consented to the sublicense to the
Company. However, the NIH conditions include an amendment to the Virium license
to reflect an updated Virium development plan and milestones, the payment of
$216,971 in past due patent expenses and the payment of a $5,000 sublicense
royalty. Based on the information provided by NIH, it appears that about
$200,000 relates to foreign patent expenses for calendar 2005 which would be the
Companys responsibility under its license agreement with Virium. Of that
amount, approximately $12,000 relates to foreign patent maintenance fees and
$197,000 largely relates to foreign patent legal expenses.  Somanta accrued an additional approximately $38,700 as patent annuity and legal
expense for the year ended April 30, 2007. Virium advised Somanta that they satisfied two of the three conditions to obtaining final NIH approval for Somantas sublicense. Virium is in the process of negotiating an installment payment plan with respect to the past due patent expenses.

On December 6, 2006, the Company signed a letter of intent (LOI) pertaining to a license and collaboration agreement with Virium covering all formulations or drug combinations where Phenylbutyrate is an active ingredient.  Pursuant to the LOI, in addition to current worldwide rights, excluding North America, involving the current formulation of Phenylbutyrate, Somanta would obtain a participation in any revenue or royalties derived from sales in North America.  In return, we would grant Virium a reciprocal participation in Europe.  In the rest of the world, Somanta and Virium would share revenues and royalties equally. The LOIs terms provide that both companies will, among other things, share data and jointly undertake the necessary pre-clinical and clinical studies, seek regulatory approvals and file for patent protection in all territories. It also provides for the formation of a
joint development committee to oversee all aspects of the development and commercialization of Phenylbutyrate. Completion of the transaction contemplated by the LOI remains subject to the negotiation and execution of a definitive agreement.

COLLABORATIONS

Cancer Research Institute of Contra Costa (CRICC)

F-27



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##### 

In August 2005, the Company entered into an Agreement Regarding Academic Clinical Study with the Cancer Research Institute of Contra Costa to provide financial support for an on-going Phase I-II clinical trial of patients with recurrent, metastatic breast cancer using the humanized monoclonal antibody BrE-3, labeled with Yttrium-90. In this trial, the antibody is being administered to patients in combination with the chemotherapeutic drug, Xeloda®. This agreement superseded a similar agreement signed in October 2003, which related to the same subject matter. Pursuant to this agreement, the Company is obligated to reimburse the Cancer Research Institute of Contra Costa over the twenty-four moths after the date of the agreement for the costs associated with the treatment of at least 10 patients with recurrent, metastatic breast cancer that are enrolled in the current Phase I/II clinical
trial of Phoenix, which is being conducted at New York University/Bellevue Hospital. The Company does not expect these reimbursement payments to exceed $300,000 in the aggregate.

Effective November 3, 2006, the Company entered into a Side Amendment to Patent and Know-how Exclusive Sublicense Agreement with Immunodex and the Cancer Research Institute of Contra Costa (CRICC) (the Side Amendment). Pursuant to the Side Amendment, the Company elected to terminate the License Agreement with respect to huBrE-3 mAb product candidate. As a result, the Company has terminated all development activities with respect to huBrE-3 mAb and returned the related cell lines to Immunodex. In connection therewith, the Company has terminated its financial support of the clinical trial currently being conducted at New York University with respect to huBrE-3 mAB (the huBrE-3 mAb Clinical Trial). The Company has agreed to pay a total of $31,400 to CRICC for the two patients that were dosed in the huBrE-3 mAb Clinical Trial, which amount shall become due and
payable at the time the Company becomes obligated to make the 2006 Annual Maintenance Fee payment.

University of Bradford (UoB)

On March 1, 2006, the Company entered into an agreement with the University of Bradford, Leeds, United Kingdom for the Company to fund a two-year research and development project staffed by UoB scientists to evaluate di-N-oxides of chloroethylaminoanthraquinones as a bioreductive prodrug and to evaluate and provide data on chloroethylaminoanthraquinones to support the requirements to initial clinical trials. The Company paid $84,835 and accrued $180,000 for project costs based on this agreement as of April 30, 2007. In May 2007, UoB threaten suit for non-payment of the amounts owed.

Imperial College of Science, Technology and Medicine (Imperial College)

On July 27, 2006, the Company entered into an agreement with Imperial College and a post-graduate student for the Company to fund a three-year pre-clinical research project staffed by Imperial College scientists to evaluate Angiolix (huMc-3 mAb) for anti-vascular cancer therapy. The Company has accrued $10,000 for the project costs in the year ended April 30, 2007.

OUT-LICENSING AGREEMENT

Advanced Cardiovascular Devices LLC (ACD)

On August 31, 2004, the Company entered into a research collaboration and license agreement with ACD. Under the agreement Somanta granted to ACD an exclusive license to use Somantas intellectual property, including the licensed patent and know-how related to chloroethlylaminoanthraquinone (see De Montfort University), a cytotoxic small molecule, in the field of vascular disorders using stents and devices in that field. The term of this agreement expires when the underlying patent expires in 2015. ACD agreed to pay Somanta a licensing fee at such time as ACD had received funding, plus milestones, and royalties on future product sales. In August, 2005, ACD paid the Company a non-refundable licensing fee of $10,000. In addition, ACD is obligated to develop a product based on the small molecule pursuant to an agreed-upon timetable. If ACD fails to achieve any of the agreed upon milestones, the
Company would have the right to terminate the agreement; provided, however, that
ACD could prevent the Company from so terminating the agreement with respect to
the applicable failure by paying the Company a fee not to exceed $500,000 to
reinstate its rights under the agreement. In addition, ACD is also obligated to
pay the Company a royalty based on net sales, if any, of products based on the
small molecule. Either party may terminate this agreement on 30 days advance
notice for breach by the other party if the breach is not cured within such 30
day period. In addition, ACD may terminate the agreement upon written notice to
the Company and without any further obligation if the
licensed technology does not perform to the reasonable satisfaction of ACD or
cannot be commercialized because of safety or efficacy reasons or because ACD is
unable to raise the funds necessary to develop a product based on the licensed
technology.

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##### 

|15. | Merger   Agreement
|--- | ------------------

On April 18, 2007, the Company, Somanta Incorporated, a wholly-owned subsidiary of the Company and Somanta Limited,  a wholly-owned subsidiary of Somanta Incorporated, and Access Pharmaceuticals, Inc. (Access) and Somanta Acquisition Corporation (Merger Sub), a wholly-owned subsidiary of Access and a Delaware corporation, entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Somanta, with Somanta continuing as the surviving corporation and becoming a wholly-owned subsidiary of Access (the Merger). In addition, Access has received voting agreements with certain executive officers, directors and affiliates of Somanta representing approximately 81% of Somantas outstanding common and approximately 60% of its outstanding preferred shares under which the parties, subject to
certain limited exceptions, have granted an irrevocable proxy to Access to vote their shares in favor of the merger.

In connection with the Merger, all of Somantas common stock that is outstanding at the effective time of the Merger (the Effective Time) will be converted into 500,000 shares of Access common stock. No fractional shares of Access common stock will be issued as a result of the Merger. In addition, all of Somantas preferred stock, including accrued and unpaid dividends, that is outstanding at the Effective Time of the Merger will be converted into 1,000,000 shares of Access common stock. No shares of Access preferred stock will be issued as a result of the Merger.

As of April 18, 2007, there were (i) 15,459,137 shares of Somantas common stock outstanding, including 1,166,534 shares issuable upon the exercise of warrants that are expected to be exercised prior to the Effective Time, and (ii) 591.6 shares of Somantas preferred stock outstanding. Also as of April 18, 2007, there were outstanding warrants to purchase 5,936,304 shares of Somantas common stock that are not expected to be exercised prior to the Effective Time and are expected to be converted into warrants to purchase approximately 192,000 shares of Access common stock (subject to adjustment as provided in the Merger Agreement).

The completion of the Merger is subject to various conditions to closing, including, without limitation, obtaining the approval of the Somanta stockholders. The Merger is intended to qualify as reorganization for federal income tax purposes.

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|ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH   ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | --------------------------------------------------------------------------------------

None

|ITEM 8A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (the Principal Executive Officer) and our acting Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Principal Executive Officer and CFO concluded that as of April 30, 2007 our disclosure controls and procedures were effective in timely alerting them to the material information relating to us (or to our consolidated subsidiaries) required to be included in our periodic filings with the SEC such that the information relating to us required to be disclosed in SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Principal Executive Officer and acting CFO, as appropriate to allow timely decisions
regarding required disclosure.

Internal Controls Over Financial Reporting

There were no significant changes made in our internal controls over financial reporting during the year ended April 30, 2007 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

|ITEM 8B. | OTHER INFORMATION
|-------- | -----------------

None.

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PART III

|ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS   AND CONTROL PERSONS; COMPLIANCE WITH 16(A) OF THE EXCHANGE ACT
|------- | ---------------------------------------------------------------------------------------------------------

DESCRIPTION OF OUR CURRENT BOARD

The following are the directors of the Company:

| | Name of Director      |  | Age |  | Director Since
| | --------------------- |  | --- |  | --------------
| |                       |  |     |  |               
| | Terrance J. Bruggeman |  | 60  |  | January 2005  
| | Jeffrey B. Davis      |  | 44  |  | August 2005   
| | Agamemnon A. Epenetos |  | 57  |  | April 2001    
| | John R. Gibson        |  | 57  |  | May 2005      
| | Kathleen H. Van Sleen |  | 47  |  | August 2005   

Terrance J. Bruggeman

Mr. Bruggeman was the Executive Chairman and a director of Somanta Limited from January 2005 through August 2005. Mr. Bruggeman was the Executive Chairman and a director of Somanta Incorporated from August 2005 through January 2006. In January 2006, Mr. Bruggeman became our Executive Chairman and a director. From 2002 to 2005, Mr. Bruggeman was Chairman, President and Chief Executive Officer of Aspetuck Capital Partners, Inc., a strategic consulting and interim management firm focused on development stage business. He was President and Chief Executive Officer of SureBeam Corporation, supplier of electron beam food safety systems from 2003 to 2004 (SureBeam filed for Chapter 7 liquidation in January, 2004) Mr. Bruggeman is an Advisor Director of Amen Clinics, Inc and an Adviser Director at the College of Business, California State University, San Marcos. Mr. Bruggeman is
a member of the Board of Directors of the Burnham Institute for Medical Research, BIOCOM and The Lincoln Park Zoological Society. Mr. Bruggeman has his BA from the University of Notre Dame and attended the MBA program at the University of Chicago. Mr. Bruggeman is not independent pursuant to the definition in Rule 4200(a)(15) of the NASD listing standards because Mr. Bruggeman is currently employed by the Company as our Executive Chairman and Chief Financial Officer.

Jeffrey B. Davis

Mr. Davis became a director of Somanta Incorporated in August 2005. Mr. Davis became a director of ours in January 2006 and serves as Chair of our compensation committee and as a member of our audit committee. Since 1997, Mr. Davis has been President of SCO Financial Group LLC and SCO Securities LLC. SCO is a life sciences merchant banking group. Mr. Davis is a member of the Board of Directors of Virium Pharmaceuticals, Inc., MacroChem Corporation, Uluru Inc. and Access Pharmaceuticals, Inc. Mr. Davis has a BS from Boston University and an MBA from the Wharton School of the University of Pennsylvania. Mr. Davis is a director of Virium Pharmaceuticals, Inc. which has sublicensed rights to co-develop PB to us, and he is a principal of SCO Securities LLC, which provides certain financial advisory services to us. Mr. Davis is not independent pursuant to the
definition in Rule 4200(a)(15) of the NASD listing standards because Mr. Davis is affiliated with our principal stockholder, SCO Capital Partners, LLC.

Agamemnon A. Epenetos

Professor Epenetos is our founder and has been our Chief Executive Officer and a director since April 2001 and President since September 2005. From 1990 to 2001 he was Chairman (1990-1996) and Chief Scientific Officer (1997-2001) of Antisoma plc, a biotechnology company focused on the development of oncology drugs.

Professor Epenetos is a member of the Board of Directors and Chairman of Alexis Biotech Ltd, Trojantec Ltd., and Lifeline Biotech Ltd.  He is a medical oncologist at St. Bartholomews Hospital and a consultant in clinical oncology at The Harley Street Cancer Clinic. He is a visiting Professor at Imperial College and the School of Pharmacy, University of London. Professor Epenetos holds a medical degree (MB, ChB) from Glasgow University

45



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and a PhD from University College London.  Dr. Epenetos is currently a practicing medical oncologist in the National Health Service in the United Kingdom. His practice is limited to one half day per week and this does not now, and we have no reason to believe that it will in the future, interfere with his responsibilities as our Chief Executive Officer. Dr Epenetos is not independent pursuant to the definition in Rule 4200(a)(15) of the NASD listing standards because Dr. Epenetos is currently employed by the Company as our President and Chief Executive Officer.

John R. Gibson

Dr. Gibson
was a director of Somanta Limited from May 2005 through August 2005. In August
2005, Dr. Gibson became a director of Somanta Incorporated. In January 2006, Dr.
Gibson became a director of ours and serves as a member of our compensation and
corporate governance and nominating committees. Dr. Gibson has been Senior
Vice President, Global Development for Allergan, Inc., a leading pharmaceutical
company, since 1993. Dr. Gibson is a member of the Board of Directors of
the British American Business Council, Orange County. Dr. Gibson holds his
medical degree (MB, ChB) from Glasgow University. Dr. Gibson is
independent pursuant to the definition in Rule 4200(a)(15) of the
NASD listing standards.

Kathleen H. Van Sleen

Ms. Van
Sleen was a director of Somanta Incorporated from August 2005 through January
2006. Ms. Van Sleen became a director of ours in January 2006 and is Chairman of
our audit committee and a member of our corporate governance and nominating and
compensation committees. Since 2005, Ms. Van Sleen has been part owner
and a senior member of management of REventures Operating Co., Inc., a real
estate development and management company, and was previously Vice President
Finance for NuVida Ventures, LLC, a real estate investment firm. From 1999 to
2005, Ms. Van Sleen served as interim Chief Financial Officer for a number
of emerging growth companies. From 1996 to 1999, she was Senior Vice
President-Finance and Administration, Chief Financial Officer of Diversa
Corporation, an entity discovering, developing and optimizing novel enzymes and
other bioactive compounds for use in industrial agricultural and pharmaceutical
application. Ms. Van Sleen holds a BS from George Mason University, an
MBA from Marymount University and an MA from Alliant International University.
Ms. Van Sleen is independent pursuant to the definition in Rule
4200(a)(15) of the NASD listing standards.

Former Director

Michael R. D. Ashton

Mr. Ashton was a director of ours from September 2004 to December 2006 and served as the Chairman of the corporate governance and nominating committee and is a member of the audit and compensation committees. From 1998 through March 2006, Mr. Ashton was the Chief Executive Officer of SkyePharma PLC, an international drug delivery company, based in England. He is a member of the Board of Directors of Astralis Ltd., Transition Therapeutics, Inc., and Vital Living Inc. Mr. Ashton has a Bachelor of Pharmacy from Sydney University and a MBA from Rutgers University. Mr. Ashton was independent pursuant to the definition in Rule 4200(a)(15) of the NASD listing standards

Board of Directors and Committees of the Board of Directors

All of our directors hold office until the next annual meeting of our stockholders or until they resign or are removed from office in accordance with our bylaws.

From time to time the board of directors appoints and empowers committees to carry out specific functions on behalf of the board of directors.  The following describes the current committees of the board and their members:

Audit Committee

Our Board of Directors established an Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of our audit committee are Kathleen H. Van Sleen, Chair, and Jeffrey B. Davis.  Ms. Van Sleen is our audit committee financial expert.  Ms. Van Sleen is independent pursuant to the definition of Rule 4200(a)(15) of the National Association of Securities Dealers Listed Company Manual.

46



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The principal
functions of the audit committee are to appoint, compensate and oversee the
independent publicly registered auditors; to review and approve annual and
quarterly financial statements and all legally required public disclosure
documents containing financial information about us; to review and approve the
adequacy of internal accounting controls and the quality of financial reporting
procedures and systems; to examine the presentation and impact of key financial
and other significant risks that may be material to our financial reporting; and
to review and approve the nature and scope of the annual audit and review the
results of the external auditors examination.  The audit committee
reports its findings with respect to such matters to the board of
directors.

Corporate Governance and Nominating Committee

The members
of our corporate governance and nominating committee are John R. Gibson and
Kathleen H. Van Sleen.

The mandate
of our corporate governance and nominating committee is to develop and monitor
our system of corporate governance in the context of the rules and regulations
promulgated by the Securities and Exchange Commission, including reviewing the
mandate of the board of directors and its committees; periodically reviewing and
evaluating the performance of all directors, committees and the board of
directors as a whole; selecting new candidates for board memberships, making
recommendations to the board and ensuring that appropriate orientation and
education programs are available for new board members; establishing procedures
to ensure that the board of directors may meet independent of management and
reviewing annually the membership and chairs of all committees.

Compensation Committee

The members
of our compensation committee are Jeffrey B. Davis, Chair, John R. Gibson and
Kathleen H. Van Sleen.

The mandate
of the compensation committee is to establish and monitor our policies for
attracting, retaining, developing and motivating senior employees.  The
compensation policies are designed to support our strategic objectives, ensure
that incentive programs are designed to motivate senior managers to achieve or
exceed corporate objectives and to enhance stockholder value and to ensure that
there is reasonable consistency in the application of the compensation
policies.  The compensation committees responsibilities include
reviewing annually the performance of the Chief Executive Officer (or more
frequently if deemed necessary by the compensation committee), setting the Chief
Executive Officers compensation and, in consultation with the Chief
Executive Officer, establishing his personal objectives, reviewing the
performance and approving the compensation of executive officers on the
recommendation of the Chief Executive Officer, establishing incentive
compensation programs and monitoring their effectiveness and developing and
documenting the compensation policy and philosophy for approval by our board of
directors.

Code of Ethics

Our Board has
adopted a Code of Business Conduct and Ethics related to and governing the
conduct of all of our officers, directors and employees, and a Code of Ethics
for Chief Executive Officer and Senior Financial Officers, governing additional
conduct of our Chief Executive Officer and senior financial officers. Both the
Code of Business Conduct and Ethics and Code of Ethics for Chief Executive
Officer and Senior Financial Officers are avaliable on our website at
www.somanta.com in the Corporate Governance section under
the heading Invertor Relations.

MANAGEMENT

The following are the executive officers of the Company:

| | Name                  |  | Age |  | Position                                                                        
| | --------------------- |  | --- |  | --------------------------------------------------------------------------------
| |                       |  |     |  |                                                                                 
| | Terrance J. Bruggeman |  | 60  |  | Executive Chairman and acting Chief   Financial Officer, Treasurer and Secretary
| | Agamemnon A. Epenetos |  | 58  |  | Chief Executive Officer and President                                           

Terrance J. Bruggeman, Executive Chairman and acting Chief Financial Officer, Treasurer and Secretary

See, DESCRIPTION OF OUR CURRENT BOARD for additional biographical information on Mr. Bruggeman.

Agamemnon A. Epenetos, Chief Executive Officer and President

47



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See,
DESCRIPTION OF OUR CURRENT BOARD for additional biographical
information on Dr. Epenetos.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our directors, executive officers and holders of more than ten percent (10%) of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities.  Directors, executive officers and greater than ten percent (10%) stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  Based solely on our review of the copies of such forms that we received, we believe that all reporting requirements under Section 16(a) for the fiscal year ended April 30, 2007 were met in a timely manner by our directors, executive officers and greater than ten percent (10%) beneficial owners.

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|ITEM 10. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Since September 2005, the compensation payable to our executive officers has been established by the compensation committee, no member of which is or has been an executive officer of ours.  The following table sets forth a summary of the compensation paid during the last  fiscal year to our executive officers serving as during the fiscal year ended April 30, 2007 for services rendered to us during such period and whose salaries plus bonus exceeded $100,000 (the Named Executive Officers):

SUMMARY COMPENSATION TABLE

|Name   and Principal Position                                                 |  | Year |      | Salary($) |   | Bonus($) |     | StockAwards($) |   | OptionAwards($) |  | Non-EquityIncentive PlanCompensation($) |  | NonqualifiedDeferredCompensationEarnings($) |   | All OtherCompensation($) |  | Total($) | 
|----------------------------------------------------------------------------- |  | ---- | ---- | --------- | - | -------- | --- | -------------- | - | --------------- |  | --------------------------------------- |  | ------------------------------------------- | - | ------------------------ |  | -------- | 
|                                                                              |  |      |      |           |   |          |     |                |   |                 |  |                                         |  |                                             |   |                          |  |          | 
|Dr.   Agamemnon A. Epenetos Chief Executive Officer, President and Director   |  |      | 2007 |           | $ | 275,000  | (3) |                |  |                 |  |                                        |  |                                             |  |                          |  |         | 
|Terrance   J. Bruggeman Executive Chairman and Director                       |  |      | 2007 |           | $ | 248,000  | (4) |                |  |                 |  |                                        |  |                                             |  |                          |  |         | 
|David   W. Kramer Former Chief Financial Officer, Secretary and Treasurer (1) |  |      | 2007 |           | $ | 41,346   |     |                |  |                 |  |                                        |  |                                             |  |                          |  |         | 

|   
|---
|(1)
|(2)
|(3)
|(4)

Employment Agreements

In January
2006, the Company entered into employment agreements with the Companys
President and Chief Executive Officer (CEO), and with the
Companys Executive Chairman, for one year terms. These agreements were
automatically renewed for an additional one year term on January 31, 2007. Under
these agreements, the President and Executive Chairman are to be paid annual
base salaries of $275,000 and $248,000, respectively. Both officers are eligible
to receive annual bonuses and additional stock option grants at the discretion
of the Companys board of directors. In July 2006, the Companys CEO
and Executive Chairman agreed to defer 50% of their base salaries until the
completion of the Companys next fund raising at which time the deferred
amounts would be repaid and the deferrals would cease. Effective October 1,
2006, the Companys CEO and Executive Chairman agreed to defer 100% of
their base salaries until the completion of the Companys next fund
raising, or the completion of a merger or other consolidation with another
company, at which time the deferred amounts would be repaid and the deferrals
would cease. Effective June 30, 2006, our Executive Chairman was appointed
by our Board to be our Chief Financial Officer, Secretary and Treasurer.

In addition, if either Dr. Epenetos or Mr. Bruggeman is terminated for any reason other than for cause as defined in their respective agreements or if either of Dr. Epenetos or Mr. Bruggeman resigns for good reason as defined in their respective agreements, then we must pay the applicable officer an amount equal to twelve (12) months base salary, plus an amount that reflects the annual bonus such officer would have earned in the year

50



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such officer is so terminated or so resigns, and each of their respective unvested stock options shall automatically accelerate and become immediately exercisable.

In January 2006, the Company entered into an employment agreement with the Companys Chief Financial Officer (CFO). Under the agreement, the CFO was to be paid an annual base salary of $215,000 and also entitled to receive an annual bonus and additional stock option grants at the discretion of the Companys board of directors. In June 2006, the Companys CFO resigned. The Company is not obligated to pay him any severance or other payments as the result of his departure; however, the board agreed to amend the terms of his stock option agreement to immediately vest him in twenty five percent (25%) of the shares covered by the option, or 101,668 shares, and enable him to exercise such option until June 30, 2007. Based on FAS 123R, no incremental expense was recorded for these options with accelerated vesting as the fair value of the modified options was less than the
fair value of the original options calculated immediately before the terms were modified.

The Companys former CFO resigned in August 2005, in connection with the closing of the share exchange agreement with Bridge Oncology. In January 2006, he entered into a consulting arrangement with the Company under which he is paid $5,000 per month retroactive to June 2005. Effective June 1, 2006, the former CFO agreed to modify his consulting arrangement to provide his services for $100 per hour in lieu of a fixed retainer and was granted options to acquire 25,000 of the Companys common stock at $.60 per share vesting quarterly over twenty four months.

Option Grants and Exercised in Last Fiscal Year

No options to purchase shares of common stock granted or exercised during the fiscal year ended April 30, 2007 to the Named Executive Officers.

Outstanding Equity Awards at Fiscal Year-End

|Name                  |  | No. of Securities   Underlying   Unexercised Options   (# Exercisable) |                   | No. of Securities   Underlying   Unexercised Options   (# Unexercisable) |  | Equity Incentive Plan   Awards: No. of   Securities Underlying   Unexercised Unearned   Options |  | Option   Exercise   Price |   | Option   Expiration   Date |  
|--------------------- |  | ---------------------------------------------------------------------- | ----------------- | ------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------- |  | ------------------------- | - | -------------------------- | -
|                      |  |                                                                        |                   |                                                                          |  |                                                                                                 |  |                           |   |                            |  
|Agamemnon A. Epenetos |  |                                                                        | 625,000 (625,000) |                                                                          |  | 625,000(0)                                                                                      |  |                           |  |                            | $
|Terrance J. Bruggeman |  |                                                                        | 438,018(438,018)  |                                                                          |  | 438,018(0)                                                                                      |  |                           |  |                            | $
|                      |  |                                                                        | 475,000(475,000)  |                                                                          |  | 475,000(0)                                                                                      |  |                           |  |                            | $
|                      |  |                                                                        | 100,320(100,320)  |                                                                          |  | 100,320(0)                                                                                      |  |                           |  |                            | $
|David W. Kramer       |  |                                                                        | 101,668(101,668)  |                                                                          |  | 101,668(0)                                                                                      |  |                           |  |                            | $

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DIRECTOR COMPENSATION

The following table sets forth information regarding the compensation received by each of our directors during 2007:

|Name               |  | Fee Earned   or Paid in   Cash ($)(2) |        | Stock Awards   ($) |   | Option   Awards ($) |  | Non-Equity   Incentive Plan   Compensation   ($) |        | Nonqualified   Deferred   Compensation   Earnings   ($) |   | All Other   Compensation   ($) |  | Total   ($) |  
|------------------ |  | ------------------------------------- | ------ | ------------------ | - | ------------------- |  | ------------------------------------------------ | ------ | ------------------------------------------------------- | - | ------------------------------ |  | ----------- | -
|                   |  |                                       |        |                    |   |                     |  |                                                  |        |                                                         |   |                                |  |             |  
|Michael Ashton(1)  |  | $                                     | 8,000  | (2)                | $ |                    |  | $                                                | 9,433  |                                                         | $ |                               |  | $           | 
|Jeffrey Davis      |  | $                                     | 22,000 | (2)                | $ |                    |  | $                                                | 9,433  |                                                         | $ |                               |  | $           | 
|John Gibson        |  | $                                     | 24,000 | (2)                | $ |                    |  | $                                                | 7,546  |                                                         | $ |                               |  | $           | 
|Kathleen Van Sleen |  | $                                     | 22,000 | (2)                | $ |                    |  | $                                                | 10,376 |                                                         | $ |                               |  | $           | 

|   
|---
|(1)
|(2)

Our directors who are not full-time employees are entitled to receive a fee of $2,000 per meeting, including committee meetings that they attend, plus reasonable out of pocket expenses.  In addition, beginning in September 2005, the non-employee directors receive an initial stock option to purchase 25,000 shares of our common stock and an annual award of an option to purchase an additional 20,000 shares of common stock.  Further, the Chair of our audit committee is granted an additional option to purchase 7,500 shares of our common stock each year, and the Chair of the compensation committee and the Chair of the corporate governance and nominating committee are each granted an additional option to purchase 5,000 shares our common stock each year. All director option grants vest quarterly over two years.

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In November 2005, we granted options to purchase:  (i) 27,500 shares of our common stock to Jeffrey B. Davis, and (ii) 30,000 shares of our common stock to Kathleen Van Sleen in accordance with the foregoing policy.  Each such option vests over a period of two years and has an exercise price of $0.60.

In September 2006, consistent with the policy previously adopted for the grant of annual stock awards to our directors who are not full time employees, we granted an aggregate of 122,500 options on our common stock at $.60 per hare vesting quarterly over two years. We granted options to purchase: (i) 25,000 shares of our common stock to Jeffrey B. Davis; (ii) 20,000 shares of our common stock to John R. Gibson; and (iii) 27,500 shares of our common stock to Kathleen H. Van Sleen.

Prior to September 2005, director option grants were individually negotiated.  In 2004, we awarded Dr. Gibson an option to purchase 365,014 shares of our common stock at an exercise price of $1.232828 per share for services rendered to us in identifying management candidates which resulted in a Chief Technology Officer and Chief Financial Officer joining Somanta Incorporated in August 2004, and Mr. Ashton was granted an option to purchase 73,003 shares of our common stock at an exercise price of $1.232828 per share for his services as a director through April 30, 2006.  All of these options are fully vested. In addition in September 2005, we granted Mr. Ashton an option to purchase an additional 36,501 shares of our common stock at $1.232828 per share which will vest in September 2006. Dr. Gibson was granted options to purchase our common stock to compensate Dr. Gibson for identifying management
candidates which resulted in a Chief Technology Officer and Chief Financial Officer joining Somanta Incorporated in August 2004.

Service Agreements

In November 2005, the Company entered into two consulting agreements: (i) a Service Provision Agreement with Pharma Consultancy Limited, a UK company controlled by Luiz Porto, one of the Companys stockholders pursuant to which the Company will pay Dr. Porto approximately $278,000 per year, for services rendered by Dr. Porto to the Company as an independent consultant in connection with the management of the Companys clinical activities, that will terminate on December 31, 2006 unless extended by a mutual written agreement of the parties and may be terminated, with or without cause, by giving the other party thirty (30) days prior written notice; and (ii) a Service Provision Agreement with Gary Bower pursuant to which the Company will pay Mr. Bower approximately $156,000 per year for services rendered by Mr. Bower to the Company as an independent
consultant in connection with the pre-clinical activities related to the manufacturing of the Companys product candidates, that will terminate on December 31, 2006 unless extended by a mutual written agreement of the parties and that may be terminated, with or without cause, by giving the other party thirty (30) days prior written notice.

The agreement with Mr. Bower was amended in April 2006 to include GTE Consultancy Limited, a company organized under the laws of United Kingdom and owned by Mr. Bower, as the service provider pursuant to the agreement. With the approval of the Companys board of directors, both Dr. Porto and Mr. Bower may also be granted cash bonuses and stock options in the future. In July 2006, Pharma Consultancy Limited and GTE Consultancy Limited amended their agreements to reduce, effective September 1, 2006, and their consulting services to the Company by 33%, which in turn, will reduce the Companys payments by approximately $91,000 and $51,000, respectively, on an annualized basis. Both agreements expired by their terms on December 31, 2006 and were not renewed.

53



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|ITEM 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL   OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ------------------------------------------------------------------------------------------------

As of June
28, 2007, we had 14,292,603 shares of common stock issued and outstanding. The
following table sets forth as of June 28, 2007, the number of shares of common
stock owned of record and beneficially by our current executive officers,
directors, persons who hold 5% or more of the outstanding common stock of the
Company and by current officers and directors as a group.  On April 13,
2007, the Companys Board of Directors approved a merger agreement with
Access Pharmaceuticals, Inc, more fully described in Note 15. Under the terms of
that agreement Access will not assume, or provide a substitute option, for any
of the Companys stock options.  Rather, all of the outstanding
options to purchase Company common stock issued pursuant to the Companys
2005 Equity Incentive Plan will be cancelled prior to the closing of the
transaction in accordance with Section 11.3(d) of the Equity Incentive Plan. As
a result, pursuant to the terms of Section 11.3(d) of the Equity Incentive Plan,
the Companys Board of Directors has resolved to: (i) allow the immediate
and accelerated vesting of all of the options granted, and (ii) allowed the
exercise of the option in whole or in part until May 31, 2007. Since the value
of the Access stock to be exchanged for the Somanta stock is less than the
exercise price of the options, the options expired and were not exercised.
Therefore, any options have been excluded from this table.

Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a beneficial owner of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security.  A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within sixty (60) days, such as warrants or options to purchase shares of our common stock.

|Class                             |  | Name and Address Beneficial Owner                                                                                                     |  | Amount and   Nature of   Beneficial   Ownership |  | Percentage of Class   Beneficially   Owned
|--------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- |  | ------------------------------------------
|                                  |  |                                                                                                                                       |  |                                                 |  |                                           
|Executive Officers and Directors: |  |                                                                                                                                       |  |                                                
|Common                            |  | Agamemnon A. Epenetos  80   Harley Street, London, England                                                                            |  | (1)                                            |  | *                                         
|Common                            |  | Terrance J. Bruggeman  19200   Von Karman Ave, Suite 400, Irvine, CA                                                                  |  |                                                |  | *                                         
|Common                            |  | Jeffrey B. Davis                                                                                                                      |  | 1,609,044(2)                                    |  | 10.94%                                    
|Preferred                         |  | 33 Tall Oak Drive, Summit, NJ                                                                                                         |  | 25                                              |  | 4.23%                                     
|Common                            |  | John R. Gibson 19200 Von Karman Ave, Suite 400, Irvine, CA                                                                            |  | 98,554(3)                                       |  | .69%                                      
|Common                            |  | Kathleen H. Van Sleen 19200 Von Karman Ave, Suite 400, Irvine, CA                                                                     |  |                                                |  | *                                         
|Common                            |  | All Officers & Directors as a Group (5 persons)                                                                                       |  | 1,707,606                                       |  | 11.62%                                    
|5% Stockholders:                  |  |                                                                                                                                       |  |                                                
|Common                            |  | Walbrook Trustees (Jersey Ltd. REK33)  PO Box 248, Lord Coutanche House, 66-68 Esplanade St.  Helier, Jersey JE4 5PS, Channel Islands |  | 3,869,152(4)                                    |  | 27.07%                                    
|Common                            |  | SCO Capital Partners LLC                                                                                                              |  | 15,691,785(5)                                   |  | 65.47%                                    
|Preferred                         |  | 1285 Avenue of the Americans, 35th Floor, New York, NY                                                                                |  | 328.6318                                        |  | 55.55%                                    
|Common                            |  | Alpha Capital AG                                                                                                                      |  | 1,000,000(6)                                    |  | 6.40%                                     
|Preferred                         |  | Pradafant 7 Furestentums 9490, Vaduz, Liechtenstein                                                                                   |  | 40                                              |  | 6.76%                                     
|Common                            |  | Whalehaven Capital Fund Limited                                                                                                       |  | 1,875,000(7)                                    |  | 12.46%                                    
|Preferred                         |  | 14 Par-La-Ville Road, 3rd Floor, Hamilton HM08 Bermuda                                                                                |  | 74                                              |  | 12.51%                                    
|Common                            |  | XMark Opportunity Fund Ltd.                                                                                                           |  | 2,500,000(8)                                    |  | 16.53%                                    
|Preferred                         |  | 301 Tresser Blvd., Suite 1320, Stamford, CT                                                                                           |  | 100(9)                                          |  | 16.90%                                    

54



---



|Common    |  | XMark Opportunity Fund, L.P.                |  | 2,500,000(8) |  | 16.53%
|--------- |  | ------------------------------------------- |  | ------------ |  | ------
|Preferred |  | 301 Tresser Blvd., Suite 1320, Stamford, CT |  | 100(9)       |  | 16.90%
|Common    |  | XMark JV Investment Partners, LLC           |  | 2,500,000(8) |  | 16.53%
|Preferred |  | 301 Tresser Blvd., Suite 1320, Stamford, CT |  | 100(9)       |  | 16.90%

| 
|-
|*

55



---



|   
|---
|(1)
|   
|(2)
|   
|(3)
|   
|(4)
|   
|(5)
|   
|(6)
|   
|(7)
|   
|(8)

56



---



|    | Convertible Preferred Stock is limited, to the extent necessary, to   ensure that following such conversion, the number of shares of our common   stock then beneficially owned by any of the XMark entities and any other   persons or entities whose beneficial ownership of common stock would be   aggregated with any of the XMark entities for purposes of the Exchange Act   does not exceed 9.99% of the total number of shares of our common stock then   outstanding.  In addition, all of the warrants held by the XMark   entities also provide that the number of shares of our common stock that may   be acquired on less than 61 days notice by any of the XMark entities upon   exercise of such warrants is limited, to the extent necessary, to ensure that   following such exercise, the number of shares of our common stock then   beneficially owned by any of the XMark entities and any other persons or   entities whose beneficial ownership of common stock would be
aggregated with   any of the XMark entities for purposes of the Exchange Act does not exceed   9.99% of the total number of shares of our common stock then outstanding.    Accordingly, in light of the beneficial ownership cap, the XMark entities are   entitled to acquire 1,675,775 shares of our common stock on less than 61 days   notice.  Mitchell D. Kaye is the Chief   Investment Officer of each of the XMark entities and as such has the power to   direct the vote and disposition of these shares. Mr. Kaye disclaims   beneficial ownership of these shares.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(9) | Consists of (i) 41.25 shares of Series A Convertible Preferred Stock   acquired by XMark Ltd.; (ii) 33.75 shares of Series A Convertible Preferred   Stock acquired by XMark L.P.; and (iii) 25 shares of Series A Convertible   Preferred Stock acquired by XMark JV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

57



---



|ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED   TRANSACTIONS
|-------- | ------------------------------------------------

Agamemnon Epenetos, our President and Chief Executive Officer, loaned money to us in 2003 and 2004 in the aggregate amount of $86,049 without interest. This loan was repaid in the amount of $81,000 in February 2006 as payment in full for such loan in accordance with the terms of the Share Exchange Agreement. In addition, Dr. Epenetos entered into an annual office lease on May 16, 2006 in London, England. We pay the rent and other occupancy costs on this space which are used principally for our activities.  Our lease expense for the year ended April 30, 2007 was approximately $26,000.  In connection with the Share Exchange Agreement, Dr. Epenetos agreed to indemnify us, for a period of six years from the closing of the Share Exchange for any breach or inaccuracy of the representations related to the capitalization of Somanta Limited.

Jeffrey B. Davis, one of our directors, is the managing member of Lake End and the President of SCO Financial Group LLC. Lake End is the beneficial owner of more than 5% of our outstanding common stock and SCO Financial Group is an affiliate of SCO Capital Partners which is the beneficial owner of more than 5% of our outstanding common stock. Mr. Davis is also a director of Virium Pharmaceuticals, Inc., with whom we have entered into an exclusive co-development and sublicense agreement relating to Sodium Phenylbutyrate for use outside the U.S. and Canada and pursuant to which we paid Virium $50,000 for an exclusive, world-wide sub-license to Sodium Phenylbutyrate, excluding the U.S. and Canada, for the treatment of cancer, autoimmune diseases, and other clinical indications. Virium Pharmaceuticals, Inc., has entered into an exclusive Patent Licensing Agreement with the U.S. Public Health Service
(PHS) for the use of Sodium Phenylbutyrate in the treatment of cancer, anemia and AIDS. Additionally, SCO Capital Partners LLC, our largest single stockholder, is also the largest stockholder of Virium Pharmaceuticals, Inc.

Balbir Brar, DVM, PhD, our former consultant and a former member of the Board of Somanta Limited from August 2004 to August 2005, is a principal owner of Advanced Cardiovascular Devices, LLC, which is the worldwide, exclusive licensee of Alchemix for use in the field of vascular diseases. Pursuant to the license agreement, Advanced Cardiovascular Devices paid us a $10,000 license fee, which is being accounted for as revenue. Terrance J. Bruggeman, our Executive Chairman, serves as a Chairman of the Advisory Board of Advanced Cardiovascular Devices, LLC. At the time we entered into the license agreement with Advanced Cardiovascular Devices in 2004, Dr. Brar, an officer and director of Advanced Cardiovascular Devices was also Somanta Limiteds Chief Technology Officer.

Pursuant to a financial advisory agreement dated March 2005 between Bridge Oncology and SCO Financial Group LLC, which we have assumed, we compensate SCO Financial Group with a monthly retainer of $12,500 and an annual grant of warrants to purchase 150,000 shares of our common stock at an exercise price of $.001 for the term of the agreement for financial advisory services. The term of the agreement extends 24 months beyond the last financing transaction for which we compensate SCO pursuant to the agreement. SCO Financial Group is an affiliate of SCO Capital Partners LLC, one of our principal stockholders. We paid, or accrued, SCO Financial Group monthly fees during the fiscal year ended April 30, 2007 and April 30, 2006 , totaling $150,000 and $150,000 , respectively. In the year ended April 30, 2007, the Company issued warrants to SCO to purchase up to 150,000 common shares over a period of seven
years at a price of $.01.

On January 31, 2006, we assumed a warrant issued by Somanta Limited, in favor of SCO Capital Partners LLC, dated November 8, 2005, in connection with Somanta Incorporateds issuance of a secured convertible promissory note to SCO in the principal amount of $1,250,000 dated August 23, 2005, and it thereby became a warrant to purchase 866,534 shares of our common stock at an exercise price of $.01. As of January 31, 2006, the note had accrued interest of $36,318.

SCO
Securities LLC functioned as our placement agent in connection with the sale of
592.6318 shares of our Series A Convertible Preferred Stock and warrants to
purchase 9,877,197 shares of common stock at an exercise price of $0.75 per
share, resulting in gross proceeds to us of approximately $5,900,000, including
the conversion of the above-mentioned promissory note in the principal amount of
$1,250,000 dated August 23, 2005, plus accrued interest thereon held by
SCO Capital Partners, LLC. In connection with the private placement, SCO
Capital Partners LLC converted the entire amount of principal and interest
outstanding on such secured convertible promissory note as follows: a total of
$1,286,318 outstanding principal and accrued interest was converted into
128.6318 shares of our Series A Preferred Stock. In addition, SCO Capital
Partners purchased 200 shares of our Series A Preferred Stock for $2,000,000
cash in the private placement. SCO Capital Partners was also issued warrants to
purchase 2,738,598 shares of our common stock in connection with the note
conversion and the private placement investment. The warrants are immediately
exercisable at an exercise price of $0.75 per share. SCO Securities LLC received

58



---



$414,842 as a fee and $59,263 for reimbursable expenses for its services in connection with this transaction and a warrant to purchase 987,720 shares of our common stock at an exercise price of $0.60 per share. SCO Securities LLC is an affiliate of SCO Capital Partners LLC, one of our principal stockholders.

Pasquale and Carmine Catizone, the former officers, directors and principal stockholders of Hibshman Optical Corp. were issued 31,387,452 shares of our common stock on April 1, 2005 in exchange for the principal and interest outstanding on certain promissory notes originally issued by Hibshman Optical Corp. on December 7, 1998.

Duncan Merritt, the former Chief Financial Officer of Somanta Limited, entered into a monthly Consulting Agreement with us in January 2006, pursuant to which he is paid $5,000 per month retroactive to June 1, 2005. As of June 1, 2006, we have paid Mr. Merritt $60,000. Effective June 1, 2006, Mr. Merritt agreed to modify his arrangement to provide his services for $100 per hour in lieu of a fixed retainer and was granted options to acquire 25,000 shares of our stock.

59



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|Item 13. | Exhibits           
|-------- | -------------------
|         |                    
|(a)      | Index to   Exhibits
|         |                    
|Exhibit  |                    
|         |                    
|2.1      |                    
|         |                    
|2.2      |                    
|         |                    
|2.3      |                    
|         |                    
|2.4      |                    
|         |                    
|3.1      |                    
|         |                    
|3.2      |                    
|         |                    
|3.3      |                    
|         |                    
|4.1      |                    
|         |                    
|4.2      |                    
|         |                    
|4.3      |                    
|         |                    
|10.1     |                    
|         |                    
|10.2     |                    
|         |                    
|10.3     |                    
|         |                    
|10.4     |                    
|         |                    
|10.5     |                    
|         |                    
|10.6     |                    
|         |                    
|10.7     |                    
|         |                    
|10.8     |                    
|         |                    
|10.9     |                    
|         |                    
|10.10    |                    
|         |                    
|10.11    |                    
|         |                    
|10.12    |                    
|         |                    
|10.13    |                    
|         |                    
|10.14    |                    
|         |                    
|10.15    |                    

60



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##### 

|Exhibit |  | Description                                                                                                                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                    
|10.16   |  | Common Stock   Purchase Warrant dated November 8, 2005 (1)                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                    
|10.17   |  | Preferred   Stock and Warrant Purchase Agreement dated January 31, 2006 (4)                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                    
|10.18   |  | Investor   Rights Agreement dated January 31, 2006 (1)                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                    
|10.19   |  | Collaborative   Research Agreement dated March 1, 2006 by and between Somanta Incorporated   and University of Bradford  (2)                                                                                                      
|        |  |                                                                                                                                                                                                                                    
|10.20   |  | Service   Provision Agreement dated November 3, 2005 by and between Somanta   Incorporated and Pharma Consultancy Limited UK (4)                                                                                                   
|        |  |                                                                                                                                                                                                                                    
|10.21   |  | Service   Provision Agreement dated November 6, 2005 by and between Somanta   Incorporated and Gary Bower (4)                                                                                                                      
|        |  |                                                                                                                                                                                                                                    
|10.22   |  | Agreement   Regarding Academic Clinical Study dated August 18, 2005 by and between   Somanta Limited and The Cancer Research Institute of Contra Costa  (4)                                                                       
|        |  |                                                                                                                                                                                                                                    
|10.23   |  | Service   Agreement dated January 10, 2005 by and between Somantis Limited and Terrance   J. Bruggeman (4)                                                                                                                         
|        |  |                                                                                                                                                                                                                                    
|10.24   |  | Amendment to   Service Provision Agreement dated April 19, 2006 by and between Somanta   Incorporated and Gary Bower (5)                                                                                                           
|        |  |                                                                                                                                                                                                                                    
|10.25   |  | Service   Agreement dated October 11, 2004 by and between Somantis Limited and Balbir   Brar (6)                                                                                                                                   
|        |  |                                                                                                                                                                                                                                    
|10.26   |  | Consulting   Agreement dated February 11, 2006 by and between the Company and Duncan   Merritt (6)                                                                                                                                 
|        |  |                                                                                                                                                                                                                                    
|10.27   |  | License to   occupy Consulting Room(s) at 80 Harley Street dated May 15, 2006 by and   between HCA International Limited t/a the Harley Street Clinic and Professor   Agamemnon Epenetos (6)                                       
|        |  |                                                                                                                                                                                                                                    
|10.28   |  | Letter   Agreement dated March 1, 2005 by and between Bridge Oncology Products, Inc.   and SCO Financial Group LLC (6)                                                                                                             
|        |  |                                                                                                                                                                                                                                    
|10.29   |  | Consulting   Agreement dated July 19, 2005 by and between Somanta Limited and Dr. Balbir Brar   (6)                                                                                                                                
|        |  |                                                                                                                                                                                                                                    
|10.30   |  | Amendment to   Service Provision Agreement dated July 18, 2006 by and between Somanta   Incorporated and Pharma Consultancy Limited UK (3)                                                                                         
|        |  |                                                                                                                                                                                                                                    
|10.31   |  | Second   Amendment to Service Provision Agreement dated July 18, 2006 by and between   Somanta Incorporated and GTE Consultancy Limited (3)                                                                                        
|        |  |                                                                                                                                                                                                                                    
|10.32   |  | Collaborative Research Agreement dated
July 27, 2006 by and among the Company, Imperial College of Science, Technology
and Medicine and Laura Bonney (7)                                                                           
|        |  |                                                                                                                                                                                                                                    
|10.33   |  | Side Amendment to Patent and Know-how
Exclusive Sublicense Agreement dated November 3, 2006 by and among the Company,
Immunodex, Inc., and the Cancer Research Institute of Contra Costa
(8)                                       
|        |  |                                                                                                                                                                                                                                    
|10.34   |  | Second Side Amendment to Patent and
Know-how Exclusive Sublicense Agreement dated January 12, 2007 by and between
the Company and Immunodex, Inc. (9)                                                                              
|        |  |                                                                                                                                                                                                                                    
|10.35   |  | Promissory Note dated April 26, 2007 *                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                    
|10.36   |  | Note Purchase Agreement dated April 26, 2007 by and between the Company and Access Pharmaceuticals, Inc. *                                                                                                                         
|        |  |                                                                                                                                                                                                                                    
|10.37   |  | Security Agreement dated April 26, 2007 by and between the Company and Access Pharmaceuticals, Inc. *                                                                                                                              
|        |  |                                                                                                                                                                                                                                    
|14.1    |  | Code of   Business Conduct and Ethics (incorporated by reference to the Companys   website at www.somanta.com in the Corporate Governance section under the   heading Investor Relations)                                     
|        |  |                                                                                                                                                                                                                                    
|14.2    |  | Code of   Ethics for Chief Executive Officer and Senior Financial Officers   (incorporated by reference to the Companys website at www.somanta.com in the   Corporate Governance section under the heading Investor Relations)
|        |  |                                                                                                                                                                                                                                    
|21.1    |  | Subsidiaries   (1)                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                    
|23.1    |  | Consent of   Stonefield Josephson, Inc. *                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                    

|31.1 |  | Certification of our Chief   Executive Officer, pursuant to Securities Exchange Act rule 13a-14(a) and   15d-14(a) as adopted pursuant to Section 302 of the Sarbanes Oxley Act of   2002. *
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                             
|31.2 |  | Certification of our Chief   Financial Officer, pursuant to Securities Exchange Act rule 13a-14(a) and   15d-14(a) as adopted pursuant to Section 302 of the Sarbanes Oxley Act of   2002. *
|     |  |                                                                                                                                                                                             
|32.1 |  | Statement of our Chief   Executive Officer under Section 906 of the Sarbanes Oxley Act of 2002. (18   U.S.C. Section 1350). *                                                               
|     |  |                                                                                                                                                                                             
|32.2 |  | Statement of our Chief   Financial Officer under Section 906 of the Sarbanes Oxley Act of 2002. (18   U.S.C. Section 1350). *                                                               

|    
|----
|*   
|#   
|   
|(1) 
|(2) 
|(3) 
|(4) 
|(5) 
|(6) 
|(7) 
|(8) 
|(9) 
|(10)

61



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|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Aggregate fees billed by Stonefield Josephson, Inc. (Stonefield) for audit services for the fiscal years ended April 30, 2007 and April 30, 2006 respectively, and for other professional services billed in the most recent two fiscal years, were as follows:

|Type of Service        |  | Fees billed by Stonefield   for   the year ended April 30, 2007 |        | Fees billed by Stonefield   for   the year ended April 30, 2006 |  
|---------------------- |  | --------------------------------------------------------------- | ------ | --------------------------------------------------------------- | -
|                       |  |                                                                 |        |                                                                 |  
|Audit Fees (1)         |  | $                                                               | 88,816 |                                                                 | $
|Audit-Related Fees (2) |  |                                                                 | 0      |                                                                 |  
|Tax Fees (3)           |  |                                                                 | 0      |                                                                 |  
|All Other Fees(4)      |  |                                                                 | 2,851  |                                                                 |  
|                       |  |                                                                 |        |                                                                 |  
|Total                  |  | $                                                               | 91,667 |                                                                 | $

|   
|---
|*  
|   
|(1)
|   
|(2)
|   
|(3)
|   
|(4)

Pre-Approval Policies

Our Audit Committee has adopted a policy and procedures for the pre-approval of audit and permissible non-audit services rendered by our independent registered public accounting firm, Stonefield. The policy generally pre-approves specific services in the defined categories of audit services, audit-related services, and tax services up to pre-determined amounts. Pre-approval may also be given as part of our Audit Committees approval of the scope of the engagement of the independent auditor or on an individual explicit case-by-case basis before the independent registered public accounting firm is engaged to provide each service. All fees described above were pre-approved by our Audit Committee.   None of these hours expended on services provided by Stonefield were attributed to persons other than Stonefields full-time permanent employees.

62



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SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                    | Somanta Pharmaceuticals, Inc.
|------------------- | -----------------------------
|                    |                              
|                    |                              
|Date: June 29, 2007 | By:                          
|                    |                              
|                    |                              
|                    |                              

In accordance with the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|Signature                 |  | Title                                                                                           |  | Date         
|------------------------- |  | ----------------------------------------------------------------------------------------------- |  | -------------
|                          |  |                                                                                                 |  |              
|                          |  |                                                                                                 |  |              
|/s/ Terrance J. Bruggeman |  |                                                                                                 |  |              
|                          |  | Executive Chairman and Director and acting   Chief   Financial Officer, Treasurer and Secretary |  |              
|Terrance J. Bruggeman     |  | (Principal Financial and Accounting   Officer)                                                  |  | June 29, 2007
|                          |  |                                                                                                 |  |              
|                          |  |                                                                                                 |  |              
|/s/ Agamemnon A. Epenetos |  |                                                                                                 |  |              
|                          |  | President, Chief Executive Officer and   Director                                               |  |              
|Agamemnon A. Epenetos     |  | (Principal Executive Officer)                                                                   |  | June 29, 2007
|                          |  |                                                                                                 |  |              
|                          |  |                                                                                                 |  |              
|/s/ Jeffrey B. Davis      |  |                                                                                                 |  |              
|                          |  |                                                                                                 |  |              
|Jeffrey B. Davis          |  | Director                                                                                        |  | June 29, 2007
|                          |  |                                                                                                 |  |              
|                          |  |                                                                                                 |  |              
|/s/ John R. Gibson        |  |                                                                                                 |  |              
|                          |  |                                                                                                 |  |              
|John R. Gibson            |  | Director                                                                                        |  | June 29, 2007
|                          |  |                                                                                                 |  |              
|                          |  |                                                                                                 |  |              
|/s/ Kathleen H. Van Sleen |  |                                                                                                 |  |              
|                          |  |                                                                                                 |  |              
|Kathleen H. Van Sleen     |  | Director                                                                                        |  | June 29, 2007

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