UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
                QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d)
                  OF
      THE SECURITIES EXCHANGE ACT OF 1934
                  
                  For
      the quarter ended October
      31, 2008 ̈
                TRANSITION
      REPORT UNDER SECTION 13 OR 15 (d)
                  OF
      THE SECURITIES EXCHANGE ACT OF 1934
                  
                  For
      the transition period from
_______to_______








Commission
File No. 333-57946





INHIBITON THERAPEUTICS,
INC.


(Exact
Name of Registrant as Specified in its Charter)








Nevada
              88-0448626(State
      or other jurisdiction of
              (IRS
      Employerincorporation
      or organization)
              Identification
      No.)





7315
East Peakview Avenue


Englewood, Colorado
80111


(Address
of principal executive offices) (Zip code)





(303)
796-8940


(Registrant's
telephone number including area code)





(Former
name, address and fiscal year)








Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes xNo  ̈





Indicate
by a check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.


Large
      accelerated filer  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              Smaller
      reporting companyx





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





Number of
shares of common stock outstanding at December 15, 2008:
20,359,326








INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)





Index
to Financial Statements


(Unaudited)








PageCondensed
      Balance Sheets at October 31, 2008 (unaudited) and January 31,
      2008
                          F-2Condensed
      Statement of Operations for the three and nine months endedOctober
      31, 2008, three and nine months ended October 31, 2007, and fromMay
      11, 2004 (Inception) through October 31, 2008 (unaudited)
                          F-3Condensed
      Statement of Changes in Shareholders' Deficit for the period
      fromMay
      11, 2004 (Inception) through October 31, 2008 (unaudited)
                          F-4Condensed
      Statement of Cash Flows for nine months ended October 31,
      2008,nine
      months ended October 31, 2007, and from May 11, 2004
      (Inception)through
      October 31, 2008 (unaudited)
                          F-5Notes
      to Condensed Financial Statements
                          F-6Item
      2. Plan of Operation
                          13Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                          14Item
      4T. Controls and Procedures
                          14Part
      II – Other Information
                          15Signatures
                          17








F-1


INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)


Condensed
Balance Sheets





October 31,
                                    
                                    
                                    January 31,2008
                                    
                                    
                                    2008(Unaudited)
                                    
                                    
                                    (Audited)AssetsCash
                                    
                                    
                                    $241
                                    
                                    
                                    
                                    $21,023Total
assets
                                    
                                    
                                    $241
                                    
                                    
                                    
                                    $21,023Liabilities and Shareholders’
      DeficitCurrent
      liabilities:Accounts and notes
      payable:Accounts payable, related party
      (Note 2)
                                    
                                    
                                    $230,300
                                    
                                    
                                    
                                    $305,200Accounts payable,
      other
                                    
                                    
                                    290,432
                                    
                                    
                                    
                                    258,835Derivative liability, convertible
      notes payable (Note 3)
                                    
                                    
                                    27,500
                                    
                                    
                                    
                                    —Notes payable, related party (Note
      2)
                                    
                                    
                                    299,004
                                    
                                    
                                    
                                    380,542Notes payable, other (Note
      3)
                                    
                                    
                                    35,200
                                    
                                    
                                    
                                    35,200Convertible notes payable, net of
      discount of 21,252 (Note 3)
                                    
                                    
                                    33,748Accrued interest
      payable:Interest payable, convertible
      notes (Note 3)
                                    
                                    
                                    2,102
                                    
                                    
                                    
                                    —Interest payable, related party
      notes (Note 2)
                                    
                                    
                                    51,412
                                    
                                    
                                    
                                    44,358Interest payable, notes payable
      other (Note 3)
                                    
                                    
                                    9,052
                                    
                                    
                                    
                                    6,938Total current
      liabilities
                                    
                                    
                                    978,750
                                    
                                    
                                    
                                    1,031,073Commitments and
      contingencies
                                    
                                    
                                    —Shareholders’
      deficit:Preferred stock, $.001 par value;
      10,000,000 shares authorized,-0- shares issued and
      outstanding
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —Common stock, $.001 par value;
      200,000,000 shares authorized,20,359,326 (October 31) and
      16,895,219 (January 31) sharesissued and
      outstanding
                                    
                                    
                                    20,359
                                    
                                    
                                    
                                    16,895Additional paid-in
      capital
                                    
                                    
                                    2,156,739
                                    
                                    
                                    
                                    1,861,437Common stock issued for prepaid
      services (Note 6)
                                    
                                    
                                    (29,167
                                    )
                                    
                                    
                                    (160,417
                                    )Deficit accumulated during the
      development stage
                                    
                                    
                                    (3,126,440
                                    )
                                    
                                    
                                    (2,727,965
                                    )Total shareholders'
      deficit
                                    
                                    
                                    (978,509
                                    )
                                    
                                    
                                    (1,010,050
                                    )Total liabilities and
      shareholders' deficit
                                    
                                    
                                    $241
                                    
                                    
                                    
                                    $21,023


F-2




INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)


Condensed
Statements of Operations


(Unaudited)





May 11,
2004Three
months
                                      
                                      
                                      Three
months
                                      
                                      
                                      Nine months
                                      
                                      
                                      Nine months
                                      
                                      
                                      (Inception)ended
                                      
                                      
                                      ended
                                      
                                      
                                      ended
                                      
                                      
                                      ended
                                      
                                      
                                      ThroughOctober 31,
                                      
                                      
                                      October 31,
                                      
                                      
                                      October 31,
                                      
                                      
                                      October 31,
                                      
                                      
                                      October 31,2008
                                      
                                      
                                      2007
                                      
                                      
                                      2008
                                      
                                      
                                      2007
                                      
                                      
                                      2008Operating costs and
      expenses:Research and
      development
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      150,000
                                      
                                      
                                      $
                                      900,000Selling, general and
      administrative expensesRelated party (Note
      2)
                                      
                                      
                                      33,000
                                      
                                      
                                      
                                      32,250
                                      
                                      
                                      
                                      99,000
                                      
                                      
                                      
                                      96,750
                                      
                                      
                                      
                                      882,425Other (Note
    4)
                                      
                                      
                                      136,876
                                      
                                      
                                      
                                      25,654
                                      
                                      
                                      
                                      266,480
                                      
                                      
                                      
                                      167,629
                                      
                                      
                                      
                                      847,383Total operating costs and
      expenses
                                      
                                      
                                      (169,876
                                      )
                                      
                                      
                                      (57,904
                                      )
                                      
                                      
                                      (365,480
                                      )
                                      
                                      
                                      (414,379
                                      )
                                      
                                      
                                      (2,629,808
                                      )Other income
      (expense)Interest (expense) income,
      amortizationof convertible note discount (Note
      3)
                                      
                                      
                                      (10,082
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (18,748
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      61,435Interest expense (Notes 2 &
      3)
                                      
                                      
                                      (7,973
                                      )
                                      
                                      
                                      (8,905
                                      )
                                      
                                      
                                      (26,747
                                      )
                                      
                                      
                                      (355,723
                                      )
                                      
                                      
                                      (570,567
                                      )Fair value adjustment of
      derivative liabilities (Note 3)
                                      
                                      
                                      15,400
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      12,500
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      12,500Loss before income
      taxes
                                      
                                      
                                      (172,531
                                      )
                                      
                                      
                                      (66,809
                                      )
                                      
                                      
                                      (398,475
                                      )
                                      
                                      
                                      (770,102
                                      )
                                      
                                      
                                      (3,126,440
                                      )Income tax provision (Note
      5)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Net loss
                                      
                                      $
                                      (172,531
                                      )
                                      
                                      $
                                      (66,809
                                      )
                                      
                                      $
                                      (398,475
                                      )
                                      
                                      $
                                      (770,102
                                      )
                                      
                                      $
                                      (3,126,440
                                      )Basic and diluted loss per common
      share
                                      
                                      $
                                      (0.01
                                      )
                                      
                                      $
                                      (0.00
                                      )
                                      
                                      $
                                      (0.02
                                      )
                                      
                                      $
                                      (0.05
                                      )Weighted average common shares
      outstanding
                                      
                                      
                                      20,075,993
                                      
                                      
                                      
                                      15,901,886
                                      
                                      
                                      
                                      18,144,267
                                      
                                      
                                      
                                      15,163,700


F-3




INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)


Condensed
Statement of Changes in Shareholders’ Deficit


(Unaudited)





Common
stock
                                                                                  
                                                                                  
                                                                                  DeficitAdditional
                                                                                  
                                                                                  
                                                                                  issued for
                                                                                  
                                                                                  
                                                                                  accumulatedCommon
Stock
                                                                                  
                                                                                  
                                                                                  paid-in
                                                                                  
                                                                                  
                                                                                  prepaid
                                                                                  
                                                                                  
                                                                                  during theShares
                                                                                  
                                                                                  
                                                                                  Par value
                                                                                  
                                                                                  
                                                                                  capital
                                                                                  
                                                                                  
                                                                                  services
                                                                                  
                                                                                  
                                                                                  development
      stage
                                                                                  
                                                                                  
                                                                                  TotalBalance at May 11,
      2004Inception
    date
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  $
                                                                                  —
                                                                                  
                                                                                  
                                                                                  $
                                                                                  —
                                                                                  
                                                                                  
                                                                                  $
                                                                                  —
                                                                                  
                                                                                  
                                                                                  $
                                                                                  —
                                                                                  
                                                                                  
                                                                                  $
                                                                                  $—October 2004 and January
      2005,sale of common
      stock
                                                                                  
                                                                                  
                                                                                  9,555,100
                                                                                  
                                                                                  
                                                                                  
                                                                                  9,555
                                                                                  
                                                                                  
                                                                                  
                                                                                  269,945
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  279,500October 2004, issuance of common
      stockfor debt issue
      costs
                                                                                  
                                                                                  
                                                                                  963,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  963
                                                                                  
                                                                                  
                                                                                  
                                                                                  (63
                                                                                  )
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  900December 2004, issuance of common
      stockfor
services
                                                                                  
                                                                                  
                                                                                  107,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  107
                                                                                  
                                                                                  
                                                                                  
                                                                                  893
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,000January 2005, conversion of notes
      payable tocommon
stock
                                                                                  
                                                                                  
                                                                                  74,900
                                                                                  
                                                                                  
                                                                                  
                                                                                  75
                                                                                  
                                                                                  
                                                                                  
                                                                                  625
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  700Net loss
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  (534,619
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (534,619
                                                                                  )Balance at January 31,
      2005
                                                                                  
                                                                                  
                                                                                  10,700,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  10,700
                                                                                  
                                                                                  
                                                                                  
                                                                                  271,400
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  (534,619
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (252,519
                                                                                  )February 2005 and March
      2005,sale of common
      stock
                                                                                  
                                                                                  
                                                                                  428,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  428
                                                                                  
                                                                                  
                                                                                  
                                                                                  99,572
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  100,000May  2005 Reverse
      acquisition of OrganicSoils.com,
    Inc.
                                                                                  
                                                                                  
                                                                                  2,323,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  2,323
                                                                                  
                                                                                  
                                                                                  
                                                                                  (47,179
                                                                                  )
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  (44,856
                                                                                  )Net loss
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  (664,190
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (664,190
                                                                                  )Balance at January 31,
      2006
                                                                                  
                                                                                  
                                                                                  13,451,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  13,451
                                                                                  
                                                                                  
                                                                                  
                                                                                  323,793
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  (1,198,809
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (861,565
                                                                                  )July 2006 and August 2006, sale of
      commonstock, less $7,500 of offering
      costs
                                                                                  
                                                                                  
                                                                                  250,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  250
                                                                                  
                                                                                  
                                                                                  
                                                                                  67,250
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  67,500Net loss
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  (527,029
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (527,029
                                                                                  )—Balance at January 31,
      2007
                                                                                  
                                                                                  
                                                                                  13,701,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  13,701
                                                                                  
                                                                                  
                                                                                  
                                                                                  391,043
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  (1,725,838
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (1,321,094
                                                                                  )March 2007, conversion of
      convertiblepromissory notes to common
      stock
                                                                                  
                                                                                  
                                                                                  594,356
                                                                                  
                                                                                  
                                                                                  
                                                                                  594
                                                                                  
                                                                                  
                                                                                  
                                                                                  213,374
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  213,968Issuance of warrants upon
      conversionof convertible promissory
      notes
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  172,363
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  172,363March 2007, sale of common
      stock
                                                                                  
                                                                                  
                                                                                  500,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  500
                                                                                  
                                                                                  
                                                                                  
                                                                                  124,500
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  125,000April 2007, sale of common
      stock,less $3,000 of offering
      costs
                                                                                  
                                                                                  
                                                                                  100,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  100
                                                                                  
                                                                                  
                                                                                  
                                                                                  26,900
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  27,000July 2007, conversion of
      convertiblepromissory notes to common
      stock
                                                                                  
                                                                                  
                                                                                  489,863
                                                                                  
                                                                                  
                                                                                  
                                                                                  490
                                                                                  
                                                                                  
                                                                                  
                                                                                  183,209
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  183,699Issuance of warrants upon
      conversionof convertible promissory
      notes
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  151,368
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  151,368July 2007, sale of common
      stock
                                                                                  
                                                                                  
                                                                                  200,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  200
                                                                                  
                                                                                  
                                                                                  
                                                                                  49,800
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  50,000August 2007, sale of common
      stock
                                                                                  
                                                                                  
                                                                                  250,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  250
                                                                                  
                                                                                  
                                                                                  
                                                                                  74,720
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  74,970October 2007, sale of common
      stock
                                                                                  
                                                                                  
                                                                                  200,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  200
                                                                                  
                                                                                  
                                                                                  
                                                                                  59,770
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  59,970November 2007, sale of common
      stock
                                                                                  
                                                                                  
                                                                                  210,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  210
                                                                                  
                                                                                  
                                                                                  
                                                                                  59,790
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  60,000December 2007, stock issued
      forconsulting
      services
                                                                                  
                                                                                  
                                                                                  500,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  500
                                                                                  
                                                                                  
                                                                                  
                                                                                  174,500
                                                                                  
                                                                                  
                                                                                  
                                                                                  (160,417
                                                                                  )
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  14,583December 2007, issuance of stock
      options
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  140,250
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  140,250January 2008, sale of common
      stock
                                                                                  
                                                                                  
                                                                                  150,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  150
                                                                                  
                                                                                  
                                                                                  
                                                                                  39,850
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  40,000Net loss
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  (1,002,127
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (1,002,127
                                                                                  )Balance at January 31,
      2008
                                                                                  
                                                                                  
                                                                                  16,895,219
                                                                                  
                                                                                  
                                                                                  
                                                                                  16,895
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,861,437
                                                                                  
                                                                                  
                                                                                  
                                                                                  (160,417
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (2,727,965
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (1,010,050
                                                                                  )February 2008, sale of common
      stock(Note
    6)
                                                                                  
                                                                                  
                                                                                  242,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  242
                                                                                  
                                                                                  
                                                                                  
                                                                                  67,758
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  68,000July 2008, expense stock issued
      forprepaid services in Dec 2007 (Note
      6)
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  131,250
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  131,250July 2008, conversion of
      promissory noteto common stock (Note
      6)
                                                                                  
                                                                                  
                                                                                  247,107
                                                                                  
                                                                                  
                                                                                  
                                                                                  247
                                                                                  
                                                                                  
                                                                                  
                                                                                  14,579
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  14,826July 2008, issuance of warrants
      toconvertible noteholders (Note
      3)
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  2,440
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  2,440August 2008, stock issued
      forconsulting services (Note
      6)
                                                                                  
                                                                                  
                                                                                  500,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  500
                                                                                  
                                                                                  
                                                                                  
                                                                                  24,500
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  25,000August, september and October
      2008, sale ofcommon stock (Note
      6)
                                                                                  
                                                                                  
                                                                                  1,450,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,450
                                                                                  
                                                                                  
                                                                                  
                                                                                  85,550
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  87,000August 2008, stock issued for
      liabilities (Note 6)
                                                                                  
                                                                                  
                                                                                  1,000,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  99,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  100,000October 2008, stock issued for
      services (Note 6)
                                                                                  
                                                                                  
                                                                                  25,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  25
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,475
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,500Net loss
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  —
                                                                                  
                                                                                  
                                                                                  
                                                                                  (398,475
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (398,475
                                                                                  )Balance at October 31,
      2008
                                                                                  
                                                                                  
                                                                                  20,359,326
                                                                                  
                                                                                  
                                                                                  $
                                                                                  20,359
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2,156,739
                                                                                  
                                                                                  
                                                                                  $
                                                                                  (29,167
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (3,126,440
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (978,509
                                                                                  )


F-4


INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)


Condensed
Statements of Cash Flows


(Unaudited)




May 11,
2004Nine months
                                                            
                                                            
                                                            Nine months
                                                            
                                                            
                                                            (Inception)ended
                                                            
                                                            
                                                            ended
                                                            
                                                            
                                                            ThroughOctober 31,
                                                            
                                                            
                                                            October 31,
                                                            
                                                            
                                                            October 31,2008
                                                            
                                                            
                                                            2007
                                                            
                                                            
                                                            2008Cash flows from operating
      activities:Net loss
                                                            
                                                            $
                                                            (398,475
                                                            )
                                                            
                                                            $
                                                            (702,969
                                                            )
                                                            
                                                            $
                                                            (3,126,440
                                                            )Adjustments to reconcile net loss
      to net cashused by operating
      activities:Stock based compensation (Note
      6)
                                                            
                                                            
                                                            26,500
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            342,750Common stock issued for prepaid
      services (Note 6)
                                                            
                                                            
                                                            131,250
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            (29,167
                                                            )Loss on debt
      extinguishment
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            126,612
                                                            
                                                            
                                                            
                                                            126,612Expense incurred upon issuance or
      modificationof stock and warrants (Note
      3)
                                                            
                                                            
                                                            2,440
                                                            
                                                            
                                                            
                                                            323,731
                                                            
                                                            
                                                            
                                                            326,171Increase in derivative liability
      (Note 3)
                                                            
                                                            
                                                            27,500
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            27,500Amortization of discount on
      debentures payable (Note 3)
                                                            
                                                            
                                                            (21,252
                                                            )
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            (21,252
                                                            )Changes in operating assets and
      liabilities:Accounts
      payable
                                                            
                                                            
                                                            31,597
                                                            
                                                            
                                                            
                                                            51,867
                                                            
                                                            
                                                            
                                                            290,432Related party payables (Note
      2)
                                                            
                                                            
                                                            25,100
                                                            
                                                            
                                                            
                                                            54,500
                                                            
                                                            
                                                            
                                                            330,300Accrued
      expenses
                                                            
                                                            
                                                            13,097
                                                            
                                                            
                                                            
                                                            7,810
                                                            
                                                            
                                                            
                                                            110,448Net cash used
      inoperating
      activities
                                                            
                                                            
                                                            (162,243
                                                            )
                                                            
                                                            
                                                            (138,449
                                                            )
                                                            
                                                            
                                                            (1,622,646
                                                            )Cash flows from investing
      activities:Investment in Inhibitex
      Therapeutics, Inc.
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            (44,856
                                                            )Net cash used
      ininvesting
      activities
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            (44,856
                                                            )Cash flows from financing
      activities:(Payments on) proceeds from
      related party notespayable, net (Note
      2)
                                                            
                                                            
                                                            (68,539
                                                            )
                                                            
                                                            
                                                            (58,785
                                                            )
                                                            
                                                            
                                                            300,603Proceeds from notes payable, other
      (Note 3)
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            48,200Proceeds from convertible
      promissory note (Note 3)
                                                            
                                                            
                                                            55,000
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            280,000Proceeds from issuance of common
      stock,net of offering costs (Note
      6)
                                                            
                                                            
                                                            155,000
                                                            
                                                            
                                                            
                                                            202,000
                                                            
                                                            
                                                            
                                                            1,038,940Net cash provided
      byfinancing
      activities
                                                            
                                                            
                                                            141,461
                                                            
                                                            
                                                            
                                                            143,215
                                                            
                                                            
                                                            
                                                            1,667,743Net change in cash
      andcash
      equivalents
                                                            
                                                            
                                                            (20,782
                                                            )
                                                            
                                                            
                                                            4,766
                                                            
                                                            
                                                            
                                                            241Cash and cash
      equivalents:Beginning of
      period
                                                            
                                                            
                                                            21,023
                                                            
                                                            
                                                            
                                                            141
                                                            
                                                            
                                                            
                                                            —End of
    period
                                                            
                                                            $
                                                            241
                                                            
                                                            
                                                            $
                                                            4,907
                                                            
                                                            
                                                            $
                                                            241Supplemental disclosure of cash
      flow information:Cash paid during the period
      for:Income
taxes
                                                            
                                                            $
                                                            —
                                                            
                                                            
                                                            $
                                                            —
                                                            
                                                            
                                                            $
                                                            —Interest
                                                            
                                                            $
                                                            10,961
                                                            
                                                            
                                                            $
                                                            14,877
                                                            
                                                            
                                                            $
                                                            53,332Noncash financing
      transactions:Notes and interest payable
      converted to stock
                                                            
                                                            $
                                                            14,826
                                                            
                                                            
                                                            $
                                                            271,055
                                                            
                                                            
                                                            $
                                                            286,581Stock issued in exchange for debt
      issue costs
                                                            
                                                            $
                                                            —
                                                            
                                                            
                                                            $
                                                            —
                                                            
                                                            
                                                            $
                                                            900Stock issued in exchange for
      related party debt
                                                            
                                                            $
                                                            100,000
                                                            
                                                            
                                                            $
                                                            —
                                                            
                                                            
                                                            $
                                                            100,000


F-5
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Condensed Financial Statements
 (Unaudited)


Note
1:  Basis of
presentation





The
interim unaudited financial statements presented herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”). Certain information and footnote disclosures normally included in
unaudited financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. The interim unaudited financial statements should be read in
conjunction with the Company’s annual financial statements for the year ended
January 31, 2008, notes and accounting policies thereto included in the
Company’s Annual Report on Form 10-KSB as filed with the SEC.





In the
opinion of management, all adjustments (consisting only of normal recurring
adjustments) which are necessary to provide a fair presentation of operating
results for the interim periods presented have been made.  The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.





Interim
financial data presented herein are unaudited.





Reorganization





Effective
May 19, 2005, Organic Soils.com, Inc. (“Organic Soils.com”) entered into an
Agreement and Plan of Reorganization with Inhibetex Therapeutics,
Inc.  The Agreement provided for the reorganization of Inhibetex with
Organic Soils.com, with the surviving entity adopting the name Inhibiton
Therapeutics, Inc. (the “Company”).  In connection with the Agreement,
Organic Soils.com acquired all of the issued and outstanding common shares of
Inhibetex, on a fully-diluted basis, in exchange for 11,128,000 shares of
Organic Soils.com common stock.  At the closing of the Agreement, the
shareholders of Inhibetex held  82.7% of the outstanding common stock
of Organic Soils.com, resulting in a change in control.





This
acquisition was treated as a recapitalization of Inhibetex, with Organic
Soils.com as the legal surviving entity.  Since Organic Soils.com had,
prior to the recapitalization, minimal assets and no operations, the
recapitalization has been accounted for as the sale of 2,323,000 shares of
Organic Soils.com common stock for net assets of Inhibetex.  Costs of
the transaction were charged to the period in which they were
incurred.





Derivative
Instruments





In
connection with the issuances of equity instruments or debt, the Company may
issue options or warrants to purchase common stock. In certain circumstances,
these options or warrants may be classified as liabilities, rather than as
equity. In addition, the equity instrument or debt may contain embedded
derivative instruments, such as conversion options or listing requirements,
which in certain circumstances may be required to be bifurcated from the
associated host instrument and accounted for separately as a derivative
liability instrument. The Company accounts for derivative instruments under the
provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities".


F-6
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Condensed Financial Statements
 (Unaudited)
  Note
2:  Related
Party





At
October 31, 2008, the Company owed its officers a total of $229,300 for
management services.  The Board of Directors has estimated the value
of management services at the monthly rate of $8,000 and $2,000 for the
president and treasurer, respectively.  The estimates were determined
by comparing the level of effort to the cost of similar labor in the local
market.





In August
2008, our president, Henry Fong, converted $100,000 in accrued management fees
due him to 1,000,000 shares of our $0.001 par value common stock under the 2005
Stock Incentive Plan.  The shares were valued at $0.10 per share, the
market price of our common stock on the date of issuance.





The
Company rents office space, including the use of office machines, phone systems
and long distance fees, from an affiliate at the rate of $1,000 per month, based
on the amount of space occupied by the Company.  Rent expense totaled
$9,000 for the nine months ended October 31 2008.





Accounts
payable to related parties consisted of the following at October 31
2008:





Management
      fees payable to officers
                  
                  
                  $229,300Rent
      payable to company affiliated with officers
                  
                  
                  1,000Total
      accounts payable, related party
                  
                  
                  $230,300








From time
to time the Company has issued various promissory notes payable to a trust
created by the president of the Company for the benefit of his children, in
exchange for cash used for working capital purposes.   The notes
bear an interest rate of 8% and are due on demand.  During the nine
months ended October 31, 2008, the Company paid $34,664 in principal leaving
$239,949 in principal and $43,762 in accrued interest outstanding on all notes
payable to the trust at October 31, 2008.





During
the nine months ended October 31, 2008, the Company made payments of $33,875 on
promissory notes payable to a company owned by the president.  The
notes bear an interest rate of 8% per annum and are due on demand.  At
October 31, 2008, $26,200 in principal and $3,761 in accrued interest remained
outstanding on all notes payable to this affiliate.





At
October 31, 2008, the Company owed $671 in principal and $55 in accrued interest
on  promissory notes payable to the president.  The notes
bear an interest rate of 8% per annum and are due on demand.





In
periods prior to the nine months ended October 31, 2008, the Company executed
promissory notes with companies affiliated with the Company’s
officers.  These notes carry an interest rate of 8% per annum and are
due on demand.  As of October 31, 2008, $26,684 in principal remained
outstanding with accrued interest payable of $3,266.





During
the quarter ended July 31, 2007, the Company executed a promissory note with a
partnership affiliated with the Company’s president in the amount of
$5,500.  This note carries an interest rate of 8% and is due on
demand.  As of April 30, 2008, the entire balance of this note remains
outstanding with accrued interest payable of $568.




F-7
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Condensed Financial Statements
 (Unaudited)





During
the year ended January 31, 2007, the Company executed a promissory note with a
significant stockholder in exchange for $13,000.  The note carried an
interest rate of 8% and was due on demand.  On July 1, 2008, this
stockholder converted this note along with $1,826 in accrued interest into
247,107 shares of the Company’s $0.001 common stock at $0.06 per share, the
closing price of the common stock on that date.





Notes and
interest payable to related parties consisted of the following at October 31,
2008:





Notes
      payable to officers; interest at 8% and due on demand
                  
                  
                  $671Notes
      payable to affiliates of Company officers; interest at 8% and due on
      demand
                  
                  
                  298,333Notes
      payable, related party
                  
                  
                  299,004Interest
      payable related party
                  
                  
                  51,412Total
      principal and interest payable, related party
                  
                  
                  $350,416








Note
3: Notes
Payable





During
the year ended January 31, 2006, the Company received proceeds of $30,000, in
exchange for a promissory note from an unaffiliated third party.  The
entire balance of this note remained outstanding at April 30,
2008.  The promissory note was issued at an interest rate of 8% per
annum and is due on demand.  Accrued interest payable on the note
totaled $8,719 at October 31, 2008.  In January 2008, the holder of
this note filed a lawsuit against the Company claiming the interest rate under
this note was 44% and therefore the Company would owe approximately $47,950 in
interest payable at October 31, 2008.  The Company is disputing the
claimed increased interest rate and intends to vigorously defend this
lawsuit.  Should the Company not prevail in this action, the maximum
exposure pursuant to the suit would be the disputed difference of approximately
$39,230  in accrued interest on the note at October 31, 2008, plus any
further interest expense at the increased interest rate for future periods until
the matter is settled.





During
the year ended January 31, 2008, the Company received proceeds of $5,200 in
exchange for a promissory note from an unaffiliated third party.  The
entire balance of this note remained outstanding at October 31,
2008.  The promissory note was issued at an interest rate of 8% per
annum and is due on demand.  Accrued interest payable on the note
totaled $333 at October 31, 2008.





Convertible
Promissory Notes




In July
2008, the Company entered into agreements to borrow an aggregate principal
amount of $55,000 and to issue to the lenders convertible promissory notes (the
“Notes”).  Each note carries an interest rate of 8% per annum with the
principal and accrued interest due in July 2009.  At the option of the
lenders, the principal and accrued interest is convertible, in whole or in part,
into $0.001 par value common stock of the Company at 75% of the average closing
price of the common stock for the twenty trading days immediately prior to
conversion, provided however, that the conversion price cannot be lower than
$0.05 per share.




F-8
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Condensed Financial Statements
 (Unaudited)




The
Company evaluated the Notes’ conversion terms to determine if they gave rise to
an embedded derivative that would need to be accounted for separately under SFAS
No. 133 and Emerging Issues Task Force (EITF) 00-19 "Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock." The Company determined that the conversion feature of the Notes
represents an embedded derivative since the Notes are convertible into a
variable number of shares if converted.





Accordingly,
the fair value of these derivative instruments have been recorded as a liability
on the consolidated balance sheet with the corresponding amount recorded as a
discount to the Notes.  Such discount will be accreted from the date
of issuance to the maturity date.  The change in the fair value of the
liability for derivative contracts will be credited to other interest income
(expense) in the consolidated statements of operations.  The
beneficial conversion feature (an embedded derivative) included in the Notes
resulted in an initial debt discount of $40,000.





The
changes in the fair value of the derivative liability will be calculated
quarterly based on the then current market prices for the common stock and the
liability will be adjusted for the amortization of the debt discount as
calculated for each period.  As of October 31, 2008, based on the
value of the derivative liability at that date, the liability decreased on the
valuation by $12,500.  The Company recorded a debit to expense of
$18,748 to amortize the original $40,000 discount over the one year term of the
notes.  Accordingly,  the Company had a derivative liability
of $27,500 and a convertible notes payable balance of $33,748 included in the
balance sheet at October 31, 2008.  Interest payable on the notes was
$2,102 as of October 31, 2008.





In
connection with the issuance of the Notes, the Company also issued the lenders
warrants to purchase up to 27,500 shares of $0.001 par value common stock for a
period of three years at an exercise price of $0.25 per share.  The
Company calculated the fair value of the warrants utilizing the Black-Scholes
valuation method at issuance date and determined the fair value to be
$2,440.





The fair
value of the warrants issued in connection with the Notes was calculated
utilizing the following assumptions:





Issuance Date
                FairValue
                Term
                Exercise
      Price
                Market
      Price on
                  Grant Date
                Volatility
      Percentage
                Interest
      RateMay
      2, 2008
                $1,515
                3
      years
                $0.25
                $0.12
                182%
                2.5%May
      21, 2008
                $925
                3
      years
                $0.25
                $0.09
                182%
                2.5%


F-9
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Condensed Financial Statements
 (Unaudited)
  Note
4:  Other
Expense





Other
expense for the three and nine month periods ended October 31, 2008 and 2007,
and for the period from May 11, 2004 (Inception) through October 31, 2008
consisted of the following:





Three
      months ended October 31, 2008
                      
                      
                      Three
      months ended October 31, 2007
                      
                      
                      Nine
      months ended October 31, 2008
                      
                      
                      Nine
      months ended October 31, 2007
                      
                      
                      May
      11, 2004 (Inception) through October 31, 2008General
      and administrative
                      
                      
                      $1,087
                      
                      
                      
                      $871
                      
                      
                      
                      $5,098
                      
                      
                      
                      $3,381
                      
                      
                      
                      $33,371Technology
      access fees
                      
                      
                      40,000
                      
                      
                      
                      -
                      
                      
                      
                      40,000
                      
                      
                      
                      -
                      
                      
                      
                      40,000Legal
      and accounting
                      
                      
                      3,189
                      
                      
                      
                      1,683
                      
                      
                      
                      11,232
                      
                      
                      
                      8,236
                      
                      
                      
                      89,208Loss
      on debt extinguishment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      126,612
                      
                      
                      
                      126,612Professional
      services
                      
                      
                      92,600
                      
                      
                      
                      23,100
                      
                      
                      
                      210,150
                      
                      
                      
                      29,400
                      
                      
                      
                      402,359Stock
      based compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      155,833$136,876
                      
                      
                      
                      $25,654
                      
                      
                      
                      $266,480
                      
                      
                      
                      $167,629
                      
                      
                      
                      $847,383








Note
5:  Income
Tax





The
Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, “Accounting for Income Taxes”.  The
Company has incurred significant net operating losses since inception resulting
in a deferred tax asset, which was fully allowed for; therefore, the net benefit
and expense resulted in $-0- income taxes.








Note
6:  Capital
Stock





In
February 2008, we issued 242,000 shares of our common stock to four unaffiliated
accredited investors pursuant to a private placement.  The shares were
sold for $68,000 or $0.28 per unit which consisted of one share of common stock
and one common stock purchase warrant.  Each warrant is exercisable at
$0.50 per share for a period of three years from the issuance date.





In July
2008, we issued 247,107 shares of our common stock to a current stockholder upon
the conversion of a promissory note in the amount of $13,000 plus $1,826 in
accrued interest for a total of $14,826, or $0.06 per share.





During
the three month period ended October 31, 2008, we issued 1,450,000 shares of our
common stock to seven unaffiliated accredited investors pursuant to a private
placement.  The shares were sold for $87,000 or $0.06 per
share.





In August
2008, we executed a consulting agreement through which the consultant received
500,000 restricted shares of our $0.001 par value common stock in return for
providing certain business consulting services for a period of one
year.  The shares are valued at $25,000 or $0.05 per share, the market
price of our common stock on the issue date.




F-10
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Condensed Financial Statements
 (Unaudited)





Warrants





A summary of the activity of the
Company’s outstanding warrantsat January 31, 2008
and  October 31, 2008is as follows:





Warrants
                    
                    Weighted-average
      exercise price
                    
                    Weighted-average
      grant date fair valueOutstanding
      and exercisable at January 31, 2008
                    
                    2,944,219
                    
                    $          0.50
                    
                    $       0.11Granted
                    
                    269,500
                    
                    0.47
                    
                    0.01Exercised
                    
                    -
                    
                    -
                    
                    -Outstanding
      and exercisable at October 31, 2008
                    
                    3,213,719
                    
                    $          0.50
                    
                    $       0.10





The following table sets forth the
exercise price range, number of shares, weighted average exercise price and
remaining contractual lives of the warrants by groups as ofOctober31, 2008.





Exercise
      price range
                  
                  Number
      of options outstanding
                  
                  Weighted-average
      exercise price
                  
                  Weighted-average
      remaining life$0.25
                  
                  27,500
                  
                  $       0.25
                  
                  2.6
      years$0.50
                  
                  3,186,219
                  
                  $       0.50
                  
                  1.8
      years3,213,719
                  
                  $       0.50
                  
                  1.9
      years





Stock Options





In
December 2007, the Company issued 500,000 shares under its 2005 Stock Incentive
Plan to an unaffiliated consultant in payment for a one-year consulting services
agreement.  These shares were valued at the closing market price for
the Company’s common stock on the issue date of $0.35 per share, or
$175,000.  This amount was recorded as ”common stock issued for
prepaid services” and will be expensed over the one year life of the consulting
agreement as stock based compensation.  During the nine month period
ended October 31, 2008, we expensed $131,250 leaving a balance of $29,167 to be
expensed through December 2008.





In August
2008, our president, Henry Fong, converted $100,000 in accrued management fees
due him to 1,000,000 shares of our $0.001 par value common stock under the 2005
Stock Incentive Plan.  The shares were valued at $0.10 per share, the
market price of our common stock on the date of issuance.





In
October 2008 we issued 25,000 shares to a consultant under the 2005 Stock
Incentive Plan.  The shares were valued at $0.06 per share, the market
price of our common stock on the date of issuance.


F-11
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Condensed Financial Statements
 (Unaudited)


A summary
of outstanding stock option balances under the 2005 Stock Incentive Plan at
January 31, 2008 and October 31, 2008 is as follows:





Options
                  
                  Weighted-average
      exercise price
                  
                  Weighted-average
      remaining contractual life (years)
                  
                  Aggregate
      intrinsic valueOutstanding
      at January 31, 2008
                  425,000
                  
                  $0.35
                  
                  4.92
                  
                  $0Options
      granted
                  -
                  
                  -
                  
                  -
                  
                  -Outstanding
      at October 31, 2008
                  425,000
                  
                  $0.35
                  
                  4.17
                  
                  $0








Note
7:  Agreements




License
Agreement





In August
2008, we executed a License Agreement between the Company, the University of
South Florida Research Foundation, Inc. and the University of Florida Research
Foundation, Inc. through which we acquired the exclusive right and license to
make, have made, use, import, sublicense and offer for sale any products or
processes derived from the ICA-1 process we have been funding since September
2004.  Under the agreement, we currently owe a $40,000 Technology
Access Fee, which has not yet been paid, retroactive to April
2008.  Among other things, the terms of the agreement call for us to
raise a total of at least $500,000 in external funding in support of the
technology advancement by June 30, 2009, and requires certain cash payments and
royalties to the licensors beginning as early as three years from the agreement
date upon the initiation of certain applications and studies as well as when and
if any products are licensed and produced.  In addition, we must pay
quarterly license fees to the licensors beginning in April 2009 of $2,500, which
increases annually to as much as $25,000 should we produce an FDA approved
product.  The licensors will also receive a 4% ownership interest in
the Company subject to certain anti-dilution provisions.


F-12


Item 2. Plan of
Operation.





Effective
as of May 19, 2005, pursuant to an Agreement and Plan of Reorganization dated as
of March 24, 2005 (the “Share Exchange Agreement”) by and between Organic
Soils.com, Inc., a Nevada corporation (the “Company”) and Inhibetex
Therapeutics, Inc., a Colorado corporation (“Inhibetex”), the Company and
Inhibetex entered into a share exchange whereby all of the issued and
outstanding capital stock of Inhibetex, on a fully-diluted basis, were exchanged
for like securities of the Company, and whereby Inhibetex became a wholly owned
subsidiary of the Registrant (the “Share
Exchange”).  Contemporaneously, we changed our name to “Inhibiton
Therapeutics, Inc.”





Upon
completion of the Share Exchange, we ceased all operations relating to our
historical business and adopted the business plan of Inhibetex, which is now our
wholly owned subsidiary.  Inhibetex was incorporated on May 11, 2004
under the laws of the state of Colorado for the purpose of engaging in the
discovery and development of novel cancer therapies.  Our focus is the
research and development of new cancer therapeutic agents and cancer fighting
drugs called targeted therapies.  We are conducting our research
through a Cooperative Research and Development Agreement (“CRADA”) signed on
September 30, 2004, with the Department of Veteran’s Affairs.  The
research is conducted at the VA Medical Center in Tampa Florida under the
direction of Dr. Mildred Acevedo-Duncan, who is affiliated with the University
of South Florida and the Veteran’s Administration.





In
general terms, the VA provides facilities, government furnished equipment and
scientific skills and we provided funding of $75,000 quarterly for a period of
three years ended September 2007.  Funding of the CRADA commenced in
September 2004 and we have expensed a total of $900,000 in research and
development costs as of July 31, 2008, $227,000 of which remained unpaid and is
included in accounts payable as of that date.





In August
2008, we executed a License Agreement between the Company, the University of
South Florida Research Foundation, Inc. and the University of Florida Research
Foundation, Inc. through which we acquired the exclusive right and license to
make, have made, use, import, sublicense and offer for sale any products or
processes derived from the ICA-1 process we have been funding since September
2004.  Under the agreement, we currently owe a $40,000 Technology
Access Fee, which has not yet been paid, retroactive to April
2008.  Among other things, the terms of the agreement call for us to
raise a total of at least $500,000 in external funding in support of the
technology advancement by June 30, 2009, and requires certain cash payments and
royalties to the licensors beginning as early as three years from the agreement
date upon the initiation of certain applications and studies as well as when and
if any products are licensed and produced.  In addition, we must pay
quarterly license fees to the licensors beginning in April 2009 of $2,500, which
increases annually to as much as $25,000 should we produce an FDA approved
product.  The licensors will also receive a 4% ownership interest in
the Company subject to certain anti-dilution provisions.





While our
unaudited financial statements are presented on the basis that we are a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business over a reasonable length of time,
our independent auditor has raised a substantial doubt about our ability to
continue as a going concern.





Our
liquidity and capital resource needs are such that to address the going concern
situation addressed in our unaudited financial statements at October 31, 2008,
we will require at least $800,000 of additional capital to fund the balance due
under the CRADA, to meet certain benchmarks under a License Agreement executed
in August 2008, as well as for general corporate working capital to fund our
minimal day-to-day operations and costs associated with being a publicly-traded
company.  This amount does not include any amounts which may be
necessary to pay existing debt or accrued expenses.  We presently
believe the source of funds will primarily consist of debt financing, which may
include further loans from our officers or directors as detailed more fully in
the accompanying unaudited financial statements, or the sale of our equity
securities in private placements or other equity offerings or
instruments.  During nine months ended October 31, 2008, we received
net proceeds of $155,000 in additional funds through equity sales as well as
$55,000 from the issuance of convertible promissory notes.




13




We can
make no assurance that we will be successful in raising the funds necessary for
our working capital requirements as suitable financing may not be available and
we may not have the ability to sell our equity securities under acceptable terms
or in amounts sufficient to fund our needs. Our inability to access various
capital markets or acceptable financing could have a material effect on our
results of operations, research and deployment of our business strategies and
severely threaten our ability to operate as a going concern.





During
the remainder of our fiscal year and for the foreseeable future, we will be
concentrating on raising the necessary working capital through acceptable debt
facilities and equity financing to insure our ability to continue our research
and implement other business strategies.  To the extent that
additional capital is raised through the sale of equity or equity related
securities, the issuance of such securities could result in significant dilution
of our current shareholders.





Off-Balance Sheet
Arrangements.  During the three and six month periods ended
July 31, 2008, the Company did not engage in any off-balance sheet arrangements
and defined in Item 303(a)(4) of the SEC’s Regulation S-B.





Item 3. Quantitative and
Qualitative Disclosures About Market Risk





Not
applicable





Item 4T. Controls and
Procedures





Evaluation of Disclosure
Controls and Procedures





A review
and evaluation was performed by the Company's management, including the
Company's Chief Executive Officer (the "CEO") who is also the Chief Financial
Officer (the “CFO”), of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this quarterly report. Based on that review and evaluation, the CEO concluded
that as of October 31, 2008 disclosure controls and procedures, were effective
at ensuring that the material information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported as required
in the application of SEC rules and forms.





Management’s Report on
Internal Controls over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is a
set of processes designed by, or under the supervision of, a company’s principal
executive and principal financial officers, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP and includes
those policies and procedures that:





•
            
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect our transactions and dispositions of our
      assets;


•
            
            Provide
      reasonable assurance our transactions are recorded as necessary to permit
      preparation of our financial statements in accordance with GAAP, and that
      receipts and expenditures are being made only in accordance with
      authorizations of our management and directors;
  and


•
                
                Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statement.




14


Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. It should be noted that any system of internal
control, however well designed and operated, can provide only reasonable, and
not absolute, assurance that the objectives of the system will be met. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.





Our CEO
has not evaluated the effectiveness of our internal control over financial
reporting as described in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the
end of the period covered by this report based upon criteria established in
“Internal Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) due to the fact that the we do
not have the personnel resources or technological infrastructure in place to
perform the evaluation.  Based upon our management’s discussions with
our auditors and other advisors, our CEO believes that, during the period
covered by this report, such internal controls and procedures were
effective.





This
Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of the
SEC that permit us to provide only management’s report in this annual
report.





Changes in Internal Control
over Financial Reporting





There
have been no changes in the Company’s internal controls over financial reporting
that have materially affected, or are reasonably likely to materially affect,
the Company’s internal controls over financial reporting.








PART
II – OTHER INFORMATION





Item 1. Legal
Proceedings





None.





Item 2. Unregistered Sales
of Equity Securities





During
the three month period ended October 31, 2008, we issued 1,450,000 shares of our
common stock to seven unaffiliated accredited investors pursuant to a private
placement.  The shares were sold for $87,000 or $0.06 per
share.





In August
2008, we executed a consulting agreement through which the consultant received
500,000 restricted shares of our $0.001 par value common stock in return for
providing certain business consulting services for a period of one
year.  The shares are valued at $25,000 or $0.05 per share, the market
price of our common stock on the issue date.





We
offered and sold the securities in reliance on an exemption from federal
registration under Section 4(2) of the Securities Act of 1933 and Rule 506
promulgated thereunder. We relied on this exemption and rule based on the fact
that there were a limited number of investors, all of whom were accredited
investors and (i) either alone or through a purchaser representative, had
knowledge and experience in financial and business matters such that each was
capable of evaluating the risks of the investment, and (ii) we had obtained
subscription agreements from such investors indicating that they were purchasing
for investment purposes only. The securities were not registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. The
disclosure contained herein does not constitute an offer to sell or a
solicitation of an offer to buy any securities of the Company, and is made only
as permitted by Rule 135c under the Securities Act.







15




Item 3. Defaults upon Senior
Securities





None.





Item 4. Submission of
Matters to a Vote of Security Holders





None.





Item 5. Other
Information





None.





Item 6.
Exhibits





Exhibits:31.1
                Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200232.1
                Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002


16


SIGNATURES





In
accordance with the requirements of the Exchange Act, the Registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.








INHIBITON
      THERAPEUTICS, INC.(Registrant)





Date:
      December 17, 2008
              By:
      /s/ Henry
      FongHenry
      FongPrincipal
      Executive Officer and
                Principal
      Financial Officer








17