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 July
      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 September 15, 2008:
18,884,326








INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)





Index
to Financial Statements


(Unaudited)








PageBalance
      Sheets at July 31, 2008 (unaudited) and January 31, 2008
            
            
            F-2Statement
      of Operations for the three and six months ended July 31,
      2008,three
      and six months ended July 31, 2007, and from May 11, 2004
      (Inception)through
      July 31, 2008 (unaudited)
            
            
            F-3Statement
      of Changes in Shareholders' Deficit for the period fromMay
      11, 2004 (Inception) through July 31, 2008 (unaudited)
            
            
            F-4Statement
      of Cash Flows for the three and six months ended July 31,
      2008,three
      and six months ended July 31, 2007, and from May 11, 2004
      (Inception)through
      July 31, 2008 (unaudited)
            
            
            F-5Notes
      to Financial Statements
            
            
            F-6Item
      2. Management’s Discussion and Analysis of Financial Condition
      andResults
      of Operations
            
            
            13Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
            
            
            14Item
      4T. Controls and Procedures
            
            
            14Part
      II – Other Information
            
            
            15Signatures
            
            
            16








F-1


INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)


Balance
Sheets


(Unaudited)





July 31,
            
            
            January 31,2008
            
            
            2008AssetsCash
            
            $
            318
            
            
            $
            21,023Total
assets
            
            $
            318
            
            
            $
            21,023Liabilities and Shareholders’
      DeficitCurrent
      liabilities:Accounts and notes
      payable:Accounts payable, related party
      (Note 2)
            
            $
            327,600
            
            
            $
            305,200Accounts payable,
      other
            
            
            250,333
            
            
            
            258,835Derivative liability, convertible
      notes payable
            
            
            42,900
            
            
            
            —Notes payable, related party (Note
      2)
            
            
            328,225
            
            
            
            380,542Notes payable, other (Note
      3)
            
            
            35,200
            
            
            
            35,200Convertible notes payable, net of
      discount of 31,334 (Note 3)
            
            
            23,666Accrued interest
      payable:Interest payable, convertible
      notes (Note 3)
            
            
            993
            
            
            
            —Interest payable, related party
      notes (Note 2)
            
            
            46,287
            
            
            
            44,358Interest payable, notes payable
      other (Note 3)
            
            
            8,342
            
            
            
            6,938Total current
      liabilities
            
            
            1,063,547
            
            
            
            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,17,384,326 (July 31) and
      16,895,219 (January 31) sharesissued and
      outstanding
            
            
            17,384
            
            
            
            16,895Additional paid-in
      capital
            
            
            1,946,214
            
            
            
            1,861,437Common stock issued for prepaid
      services (Note 6)
            
            
            (72,917
            )
            
            
            (160,417
            )Deficit accumulated during the
      development stage
            
            
            (2,953,910
            )
            
            
            (2,727,965
            )Total shareholders'
      deficit
            
            
            (1,063,228
            )
            
            
            (1,010,050
            )Total liabilities and
      shareholders' deficit
            
            $
            318
            
            
            $
            21,023




See accompanying notes to
financial statements


F-2




INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)


Condensed
Statements of Operations


(Unaudited)





Three
months
              
              
              Three
months
              
              
              Six months
              
              
              Six months
              
              
              May 11,
      2004(Inception)ended
              
              
              ended
              
              
              ended
              
              
              ended
              
              
              ThroughJuly 31,
              
              
              July 31,
              
              
              July 31,
              
              
              July 31,
              
              
              July 31,2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008Operating costs and
      expenses:Research and
      development
              
              $
              -
              
              
              $
              75,000
              
              
              $
              -
              
              
              $
              150,000
              
              
              $
              900,000Selling, general and
      administrative expensesRelated party (Note
      2)
              
              
              33,000
              
              
              
              32,250
              
              
              
              66,000
              
              
              
              64,500
              
              
              
              849,425Other (Note
    4)
              
              
              66,393
              
              
              
              76,038
              
              
              
              129,604
              
              
              
              141,651
              
              
              
              710,507Total operating costs and
      expenses
              
              
              (99,393
              )
              
              
              (183,288
              )
              
              
              (195,604
              )
              
              
              (356,151
              )
              
              
              (2,459,932
              )Other income
      (expense)Interest (expense) income,
      amortizationof convertible note discount (Note
      3)
              
              
              (8,666
              )
              
              
              -
              
              
              
              (8,666
              )
              
              
              -
              
              
              
              71,517Interest expense (Notes 2 &
      3)
              
              
              (10,990
              )
              
              
              (162,568
              )
              
              
              (18,775
              )
              
              
              (346,818
              )
              
              
              (562,595
              )Fair value adjustment of
      derivative liabilities (Note 3)
              
              
              (2,900
              )
              
              
              -
              
              
              
              (2,900
              )
              
              
              -
              
              
              
              (2,900
              )Loss before income
      taxes
              
              
              (121,949
              )
              
              
              (345,856
              )
              
              
              (225,945
              )
              
              
              (702,969
              )
              
              
              (2,953,910
              )Income tax provision (Note
      5)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net loss
              
              $
              (121,949
              )
              
              $
              (345,856
              )
              
              $
              (225,945
              )
              
              $
              (702,969
              )
              
              $
              (2,953,910
              )Basic and diluted loss per common
      share
              
              $
              (0.01
              )
              
              $
              (0.02
              )
              
              $
              (0.01
              )
              
              $
              (0.05
              )Weighted average common shares
      outstanding
              
              
              17,219,588
              
              
              
              14,962,023
              
              
              
              17,178,404
              
              
              
              14,712,963


See accompanying notes to
financial statements


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)
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              87,500
              
              
              
              —
              
              
              
              87,500July 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
              
              
              
              —
              
              
              
              —
              
              
              
              2,440Net loss
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (225,945
              )
              
              
              (225,945
              )Balance at July 31,
      2008
              
              
              17,384,326
              
              
              $
              17,384
              
              
              $
              1,946,214
              
              
              
              (72,917
              )
              
              $
              (2,953,910
              )
              
              $
              (1,063,228
              )


See accompanying notes to
financial statements


F-4


INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)


Condensed
Statements of Cash Flows


(Unaudited)




May 11,
2004Six months
              
              
              Six months
              
              
              (Inception)ended
              
              
              ended
              
              
              ThroughJuly 31,
              
              
              July 31,
              
              
              July 31,2008
              
              
              2007
              
              
              2008Cash flows from operating
      activities:Net loss
              
              $
              (225,945
              )
              
              $
              (702,969
              )
              
              $
              (2,953,910
              )Adjustments to reconcile net loss
      to net cashused by operating
      activities:Stock based
      compensation
              
              
              —
              
              
              
              —
              
              
              
              316,250Common stock issued for prepaid
      services (Note 6)
              
              
              87,500
              
              
              
              —
              
              
              
              (72,917
              )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
              
              
              2,900
              
              
              
              —
              
              
              
              2,900Amortization of discount on
      debentures payable (Note 3)
              
              
              8,666
              
              
              
              —
              
              
              
              8,666Changes in operating assets and
      liabilities:Accounts
      payable
              
              
              (8,501
              )
              
              
              51,867
              
              
              
              250,334Related party payables (Note
      2)
              
              
              22,400
              
              
              
              54,500
              
              
              
              327,600Accrued
      expenses
              
              
              6,152
              
              
              
              7,810
              
              
              
              103,503Net cash used
      inoperating
      activities
              
              
              (104,388
              )
              
              
              (138,449
              )
              
              
              (1,564,791
              )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)
              
              
              (39,317
              )
              
              
              (58,785
              )
              
              
              329,825Proceeds 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)
              
              
              68,000
              
              
              
              202,000
              
              
              
              951,940Net cash provided
      byfinancing
      activities
              
              
              83,683
              
              
              
              143,215
              
              
              
              1,609,965Net change in cash
      andcash
      equivalents
              
              
              (20,705
              )
              
              
              4,766
              
              
              
              318Cash and cash
      equivalents:Beginning of
      period
              
              
              21,023
              
              
              
              141
              
              
              
              —End of
    period
              
              $
              318
              
              
              $
              4,907
              
              
              $
              318Supplemental disclosure of cash
      flow information:Cash paid during the period
      for:Income
taxes
              
              $
              —
              
              
              $
              —
              
              
              $
              —Interest
              
              $
              8,125
              
              
              $
              14,877
              
              
              $
              50,496Noncash financing
      transactions:Notes and interest payable
      converted to stock
              
              $
              14,826
              
              
              $
              271,055
              
              
              $
              286,581Stock issued in exchange for debt
      issue costs
              
              $
              —
              
              
              $
              —
              
              
              $
              900


See accompanying notes to
financial statements


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 July
31, 2008, the Company owed its officers a total of $326,900 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.





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
$3,000 for the three months ended April 30, 2008.





Accounts
payable to related parties consisted of the following at April 30,
2008:





Management
      fees payable to officers
            
            $
            326,900Rent
      payable to company affiliated with officers
            
            
            700Total
      accounts payable, related party
            
            $
            327,600








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 quarter
ended July 31, 2008, the Company paid $5,443 in principal leaving $269,170 in
principal and $39,577 in accrued interest outstanding on all notes payable to
the trust at July 31, 2008.





During
the three months ended July 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
July 31, 2008, $26,200 in principal and $3,482 in accrued interest remained
outstanding on all notes payable to this affiliate.





At July
31, 2008, the Company owed $671 in principal and $42 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 three months ended April 30, 2008, the Company executed two
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 July 31, 2008, $26,684 in principal remained
outstanding with accrued interest payable of $2,728.





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 $457.




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 July 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
            
            
            327,554Notes
      payable, related party
            
            
            328,225Interest
      payable related party
            
            
            46,286Total
      principal and interest payable, related party
            
            $
            374,511








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 $8,114 at July 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 $44,627 in
interest payable at July 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
$36,500  in accrued interest on the note at July 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 July 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 $228 at July 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.





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.




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




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 July 31, 2008, based on the value
of the derivative liability at that date, the liability increased on the
valuation by $2,900.  The Company recorded a debit to expense of
$9,863 to amortize the original $40,000 discount over the one year term of the
notes.  Accordingly,  the Company had a derivative liability
of $42,900 and a convertible notes payable balance of $23,666 included in the
balance sheet at July 31, 2008.  Interest payable on the notes was
$993 as of July 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 six month periods ended July 31, 2008 and 2007, and
for the period from May 11, 2004 (Inception) through July 31, 2008 consisted of
the following:





Three
      months ended July 31, 2008
            
            
            Three
      months ended July 31, 2007
            
            
            Six
      months ended July 31, 2008
            
            
            Six
      months ended July 31, 2007
            
            
            May
      11, 2004 (Inception) through October 31, 2007General
      and administrative
            
            $
            814
            
            
            $
            473
            
            
            $
            4,011
            
            
            $
            2,510
            
            
            $
            32,284Legal
      and accounting
            
            
            7,379
            
            
            
            8,632
            
            
            
            8,043
            
            
            
            6,229
            
            
            
            86,019Loss
      on debt extinguishment
            
            
            -
            
            
            
            61,233
            
            
            
            
            
            
            
            126,612
            
            
            
            126,612Professional
      services
            
            
            58,200
            
            
            
            5,700
            
            
            
            117,550
            
            
            
            6,300
            
            
            
            309,759Stock
      based compensation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            155,833$
            66,393
            
            
            $
            76,038
            
            
            $
            129,604
            
            
            $
            141,651
            
            
            $
            710,507








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.





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  July
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 July 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 ofJuly31, 2008.





Exercise
      price range
            
            Number
      of options outstanding
            
            Weighted-average
      exercise price
            
            Weighted-average
      remaining life$0.25
            
            27,500
            
            $       0.25
            
            2.8
      years$0.50
            
            3,186,219
            
            $       0.50
            
            2.0
      years3,213,719
            
            $       0.50
            
            2.1
      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 six month period
ended July 31, 2008, we expensed $87,500 leaving a balance of $72,917 to be
expensed through December 2008.





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 July 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
            
            $21,250Options
      granted
            -
            
            -
            
            -
            
            -Outstanding
      at July 31, 2008
            425,000
            
            $0.35
            
            4.42
            
            $21,250








Note
7:  Subsequent
Events





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 the Company is to acquire 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 the Company has been
funding since September 2004.  This agreement will be effective upon
payment by the Company of 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 the Company 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, the Company 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 the Company produce an FDA approved
product.  The licensors will also receive a 4% ownership interest in
the Company subject to certain anti-dilution provisions.





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.





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 are valued at $0.10 per share, the
market price of our common stock on the date of issuance.





F-12


Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.





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.





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 July 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 six months ended July 31, 2008, we received net
proceeds of $68,000 in additional funds through equity sales as well as $55,000
from the issuance of convertible promissory notes.





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.




13


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.





Our
results of operations for the period ended July 31, 2008 as compared to July 31,
2007 were affected by the fact we no longer are paying or accruing research and
development fees under the CRADA.  Without those fees our operating
costs remained stable at $99,393 and $195,604 for the three and six months ended
July 31, 2008 as compared to $108,288 and $206,151 for the three and six months
ended July 31, 2007.  Interest expense decreased significantly in the
six months ended July 31, 2008 as compared to the same period on 2007 given
there was $323,731 in interest expense recorded in the 2007 period related to
the fair value of warrants issued on the conversion of certain promissory
notes.  In the absence of that amount, interest expense in the 2007
period was $23,087 as compared to $18,775 in the 2008 period.





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





Management
of the Company is responsible for establishing and maintaining an adequate
system of internal control over financial reporting (as such term is defined in
Rules 13a-15(f)).  Under the supervision and with the participation of
Henry Fong, our Chief Executive Officer who is also our Principal Executive
Officer and Principal Accounting Officer, we conducted an evaluation and
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the
period covered by this report (the “Evaluation Date”).  Based on this
evaluation, our chief executive officer concluded that, as of the Evaluation
Date, our disclosure controls and procedures are effective such that the
information relating to us required to be disclosed with our with the Securities
and Exchange Commission (“SEC”) reports is (i) recorded, processed, summarized
and reported within the time period specified in SEC rules and forms, and (ii)
is accumulated and communicated to our management, including our chief executive
officer, as appropriate to allow timely decisions requiring timely
disclosure.





Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.  Because of its
inherit limitations, internal control over financial reporting may not prevent
or detect misstatements.  Therefore, even those systems determined to
be effective can provide only reasonable assurance of achieving their control
objectives.  In evaluating the effectiveness of our internal control
over financial reporting, our management used the criteria set forth in
“Internal Control-Integrated Framework”, issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”).  Based on this
evaluation, our management concluded, as of January 31, 2008, our internal
control over financial reporting was effective based on those
criteria.  There were no changes in internal controls during the
period covered by this report.





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





14





PART
II – OTHER INFORMATION





Item 1. Legal
Proceedings





None.





Item 2. Unregistered Sales
of Equity Securities





In July
2007, we issued 247,107 shares of our $0.001 par value common stock to a
significant stockholder upon the conversion of $14,826 in principal and interest
due on a promissory note, or $0.06 per share.





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.





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


15


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:
      September 22, 2008
            By:
      /s/ Henry
      FongHenry
      FongPrincipal
      Executive Officer and
              Principal
      Financial Officer









16