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 April
      30, 2009 ̈
              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 June 1, 2009: 239,937,246








INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)





Index
to Financial Statements


(Unaudited)







PageBalance
      Sheets at April 30, 2009 (unaudited) and January 31, 2009
                          F-2Statement
      of Operations for the three months endedApril
      30, 2009, three  months ended April 30, 2008, and
      fromMay
      11, 2004 (Inception) through April 30, 2009 (unaudited)
                          F-3Statement
      of Changes in Shareholders' Deficit for the period fromMay
      11, 2004 (Inception) through April 30, 2009 (unaudited)
                          F-4Statement
      of Cash Flows for three months ended April 30, 2009,three
      months ended April 30, 2008, and from May 11, 2004
    (Inception)through
      April 30, 2009 (unaudited)
                          F-5Notes
      to Financial Statements
                          F-6Item
      2. Management’s Discussion and Analysis of Financial
    Conditionand
      Results of Operations
                          19Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                          20Item
      4T. Controls and Procedures
                          20Part
      II – Other Information
                          22Signatures
                          23


F-1


INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)


Balance
Sheets





April 30,
                            
                            
                            January 31,2009
                            
                            
                            2009(Unaudited)
                            
                            
                            (Audited)AssetsCash
                            
                            
                            $35
                            
                            
                            
                            $655Total
assets
                            
                            
                            $35
                            
                            
                            
                            $655Liabilities and Shareholders’
      DeficitCurrent
      liabilities:Accounts and notes
      payable:Accounts payable, related party
      (Note 2)
                            
                            
                            $94,250
                            
                            
                            
                            $83,850Accounts payable,
      other
                            
                            
                            301,293
                            
                            
                            
                            300,811Derivative liability, convertible
      notes payable (Note 3)
                            
                            
                            41,067
                            
                            
                            
                            26,583Notes payable, related party (Note
      2)
                            
                            
                            215,351
                            
                            
                            
                            216,766Notes payable, other (Note
      3)
                            
                            
                            35,200
                            
                            
                            
                            35,200Convertible notes payable, net of
      discount of 878 (Note 3)
                            
                            
                            254,122
                            
                            
                            
                            246,798Accrued interest
      payable:Interest payable, convertible
      notes (Note 3)
                            
                            
                            13,499
                            
                            
                            
                            6,306Interest payable, related party
      notes (Note 2)
                            
                            
                            38,989
                            
                            
                            
                            39,163Interest payable, notes payable
      other (Note 3)
                            
                            
                            10,448
                            
                            
                            
                            9,761Total current
      liabilities
                            
                            
                            1,004,220
                            
                            
                            
                            965,238Commitments 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,22,825,993 (April 30) and
      22,075,993 (January 31) sharesissued and
      outstanding
                            
                            
                            22,826
                            
                            
                            
                            22,076Additional paid-in
      capital
                            
                            
                            2,716,204
                            
                            
                            
                            2,550,522Deficit accumulated during the
      development stage
                            
                            
                            (3,743,215
                            )
                            
                            
                            (3,537,181
                            )Total shareholders'
      deficit
                            
                            
                            (1,004,185
                            )
                            
                            
                            (964,583
                            )Total liabilities and
      shareholders' deficit
                            
                            
                            $35
                            
                            
                            
                            $655


See accompanying notes to
financial statements.




F-2





INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)


Statements
of Operations


(Unaudited)


May 11,
2004Three
months
                                    
                                    
                                    Three
months
                                    
                                    
                                    (Inception)ended
                                    
                                    
                                    ended
                                    
                                    
                                    ThroughApril 30,
                                    
                                    
                                    April 30,
                                    
                                    
                                    April 30,2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009Operating costs and
      expenses:Research and
      development
                                    
                                    
                                    $-
                                    
                                    
                                    
                                    $-
                                    
                                    
                                    
                                    $900,000Selling, general and
      administrative expensesRelated party (Note
      2)
                                    
                                    
                                    33,600
                                    
                                    
                                    
                                    33,000
                                    
                                    
                                    
                                    949,025Other (Note
    4)
                                    
                                    
                                    138,534
                                    
                                    
                                    
                                    63,211
                                    
                                    
                                    
                                    1,047,998Total operating costs and
      expenses
                                    
                                    
                                    (172,134
                                    )
                                    
                                    
                                    (96,211
                                    )
                                    
                                    
                                    (2,897,023
                                    )Other income
      (expense)Interest (expense) income,
      amortizationof convertible note discount (Note
      3)
                                    
                                    
                                    (7,324
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    41,061Interest expense (Notes 2 &
      3)
                                    
                                    
                                    (12,092
                                    )
                                    
                                    
                                    (7,785
                                    )
                                    
                                    
                                    (886,186
                                    )Fair value adjustment of
      derivative liabilities (Note 3)
                                    
                                    
                                    (14,484
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,067
                                    )Loss before income
      taxes
                                    
                                    
                                    (206,034
                                    )
                                    
                                    
                                    (103,996
                                    )
                                    
                                    
                                    (3,743,215
                                    )Income tax provision (Note
      5)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net loss
                                    
                                    
                                    $(206,034
                                    )
                                    
                                    
                                    $(103,996
                                    )
                                    
                                    
                                    $(3,743,215
                                    )Basic and diluted loss per common
      share
                                    
                                    
                                    $(0.01
                                    )
                                    
                                    
                                    $(0.01
                                    )Weighted average common shares
      outstanding
                                    
                                    
                                    22,759,326
                                    
                                    
                                    
                                    17,137,219





See accompanying notes to financial statements.


F-3


INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)


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
      stock for services
                                                            
                                                            
                                                            107,000
                                                            
                                                            
                                                            
                                                            107
                                                            
                                                            
                                                            
                                                            893
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            1,000January 2005, notes payable
      converted to common 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 Organic Soils.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 through November 2007, sale
      of common stock
                                                            
                                                            
                                                            860,000
                                                            
                                                            
                                                            
                                                            860
                                                            
                                                            
                                                            
                                                            244,080
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            244,940December 2007, stock issued for
      consulting 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
                                                            
                                                            
                                                            242,000
                                                            
                                                            
                                                            
                                                            242
                                                            
                                                            
                                                            
                                                            67,758
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            68,000May 2008, issuance of warrants to
      convertible noteholders
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            2,440
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            2,440July 2008, expense stock issued
      forprepaid services in Dec
      2007
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            160,417
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            160,417July 2008, promissory note
      converted to common stock
                                                            
                                                            
                                                            247,107
                                                            
                                                            
                                                            
                                                            247
                                                            
                                                            
                                                            
                                                            14,579
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            14,826August 2008, stock issued for
      consulting services
                                                            
                                                            
                                                            500,000
                                                            
                                                            
                                                            
                                                            500
                                                            
                                                            
                                                            
                                                            24,500
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            25,000August through October 2008, sale
      of common stock
                                                            
                                                            
                                                            1,450,000
                                                            
                                                            
                                                            
                                                            1,450
                                                            
                                                            
                                                            
                                                            85,550
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            87,000August 2008, stock issued for
      liabilities
                                                            
                                                            
                                                            1,000,000
                                                            
                                                            
                                                            
                                                            1,000
                                                            
                                                            
                                                            
                                                            99,000
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            100,000October 2008, stock issued for
      services
                                                            
                                                            
                                                            25,000
                                                            
                                                            
                                                            
                                                            25
                                                            
                                                            
                                                            
                                                            1,475
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            1,500December 2008, stock issued for
      debt
                                                            
                                                            
                                                            1,666,667
                                                            
                                                            
                                                            
                                                            1,667
                                                            
                                                            
                                                            
                                                            98,333
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            100,000January 2008, sale of Common
      Stock
                                                            
                                                            
                                                            50,000
                                                            
                                                            
                                                            
                                                            50
                                                            
                                                            
                                                            
                                                            2,950
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            3,000December 2008 and January 2009,
      beneficialconversion feature on convertible
      notes
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            200,000
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            200,000December 2008 and January 2009,
      issuance ofwarrants to convertible
      noteholders
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            92,500
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            92,500Net loss
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            (809,216
                                                            )
                                                            
                                                            
                                                            (809,216
                                                            )Balance at January 31,
      2009
                                                            
                                                            
                                                            22,075,993
                                                            
                                                            
                                                            
                                                            $22,076
                                                            
                                                            
                                                            
                                                            $2,550,522
                                                            
                                                            
                                                            
                                                            $—
                                                            
                                                            
                                                            
                                                            $(3,537,181
                                                            )
                                                            
                                                            
                                                            $(964,583
                                                            )February 2009, stock issued for
      liabilities (Notes 3 & 6)
                                                            
                                                            
                                                            300,000
                                                            
                                                            
                                                            
                                                            300
                                                            
                                                            
                                                            
                                                            22,200
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            22,500February through April 2009, sale
      of common stock (Note 6)
                                                            
                                                            
                                                            450,000
                                                            
                                                            
                                                            
                                                            450
                                                            
                                                            
                                                            
                                                            26,482
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            26,932March 2009, issuance of stock
      options (Note 6)
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            93,150
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            93,150April 2009, issuance of warrants
      (Note 6)
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            23,850
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            23,850Net loss
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            (206,034
                                                            )
                                                            
                                                            
                                                            (206,034
                                                            )Balance at April 30,
      2009
                                                            
                                                            
                                                            22,825,993
                                                            
                                                            
                                                            
                                                            $22,826
                                                            
                                                            
                                                            
                                                            $2,716,204
                                                            
                                                            
                                                            
                                                            $-
                                                            
                                                            
                                                            
                                                            $(3,743,215
                                                            )
                                                            
                                                            
                                                            $(1,004,185
                                                            )





See accompanying notes to financial statements.


F-4


INHIBITON
THERAPEUTICS, INC.


(A
Development Stage Company)


Statements
of Cash Flows


(Unaudited)




May 11,
2004Three
months
                                                          
                                                          
                                                          Three
months
                                                          
                                                          
                                                          (Inception)ended
                                                          
                                                          
                                                          ended
                                                          
                                                          
                                                          ThroughApril 30,
                                                          
                                                          
                                                          April 30,
                                                          
                                                          
                                                          April 30,2009
                                                          
                                                          
                                                          2008
                                                          
                                                          
                                                          2009Cash flows from operating
      activities:Net loss
                                                          
                                                          
                                                          $(206,034
                                                          )
                                                          
                                                          
                                                          $(103,996
                                                          )
                                                          
                                                          
                                                          $(3,743,215
                                                          )Adjustments to reconcile net loss
      to net cashused by operating
      activities:Stock based compensation (Note
      6)
                                                          
                                                          
                                                          117,000
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          459,750Common stock issued for prepaid
      services
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          43,750
                                                          
                                                          
                                                          
                                                          —Loss on debt
      extinguishment
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          126,612Expense incurred upon issuance or
      modificationof stock and
      warrants
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          418,671Increase in derivative liability
      (Note 3)
                                                          
                                                          
                                                          14,484
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          41,067Amortization of discount on
      debentures payable (Note 3)
                                                          
                                                          
                                                          7,324
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          (878
                                                          )Beneficial conversion features on
      convertiblenotes
    payable
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          200,000Changes in operating assets and
      liabilities:Accounts
      payable
                                                          
                                                          
                                                          483
                                                          
                                                          
                                                          
                                                          (10,990
                                                          )
                                                          
                                                          
                                                          301,294Related party payables (Note
      2)
                                                          
                                                          
                                                          32,900
                                                          
                                                          
                                                          
                                                          7,500
                                                          
                                                          
                                                          
                                                          216,750Accrued
      expenses
                                                          
                                                          
                                                          7,706
                                                          
                                                          
                                                          
                                                          1,802
                                                          
                                                          
                                                          
                                                          110,818Net cash used
      inoperating
      activities
                                                          
                                                          
                                                          (26,137
                                                          )
                                                          
                                                          
                                                          (61,934
                                                          )
                                                          
                                                          
                                                          (1,869,131
                                                          )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)
                                                          
                                                          
                                                          (1,414
                                                          )
                                                          
                                                          
                                                          (26,817
                                                          )
                                                          
                                                          
                                                          316,951Proceeds from notes payable, other
      (Note 3)
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          48,200Proceeds from convertible
      promissory note (Note 3)
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          480,000Proceeds from issuance of common
      stock,net of offering costs (Note
      6)
                                                          
                                                          
                                                          26,932
                                                          
                                                          
                                                          
                                                          68,000
                                                          
                                                          
                                                          
                                                          1,068,872Net cash provided
      byfinancing
      activities
                                                          
                                                          
                                                          25,518
                                                          
                                                          
                                                          
                                                          41,183
                                                          
                                                          
                                                          
                                                          1,914,023Net change in cash
      andcash
      equivalents
                                                          
                                                          
                                                          (620
                                                          )
                                                          
                                                          
                                                          (20,751
                                                          )
                                                          
                                                          
                                                          35Cash and cash
      equivalents:Beginning of
      period
                                                          
                                                          
                                                          655
                                                          
                                                          
                                                          
                                                          21,023
                                                          
                                                          
                                                          
                                                          —End of
    period
                                                          
                                                          
                                                          $35
                                                          
                                                          
                                                          
                                                          $272
                                                          
                                                          
                                                          
                                                          $35Supplemental disclosure of cash
      flow information:Cash paid during the period
      for:Income
taxes
                                                          
                                                          
                                                          $—
                                                          
                                                          
                                                          
                                                          $—
                                                          
                                                          
                                                          
                                                          $—Interest
                                                          
                                                          
                                                          $4,386
                                                          
                                                          
                                                          
                                                          $6,183
                                                          
                                                          
                                                          
                                                          $58,968Noncash financing
      transactions:Notes and interest payable
      converted to stock
                                                          
                                                          
                                                          $—
                                                          
                                                          
                                                          
                                                          $—
                                                          
                                                          
                                                          
                                                          $286,581Stock issued in exchange for debt
      issue costs
                                                          
                                                          
                                                          $—
                                                          
                                                          
                                                          
                                                          $—
                                                          
                                                          
                                                          
                                                          $900Stock issued in exchange for
      related party debt
                                                          
                                                          
                                                          $22,500
                                                          
                                                          
                                                          
                                                          $—
                                                          
                                                          
                                                          
                                                          $222,500




See accompanying notes to financial statements.


F-5
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to 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, 2009, notes and accounting policies thereto included in the
Company’s Annual Report on Form 10-K 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 Financial Statements
 (Unaudited)


Note
2:  Related
Party





At April
30, 2009, the Company owed its officers a total of $89,650 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 secretary/treasurer, respectively.  The estimates were determined
by comparing the level of effort to the cost of similar labor in the local
market.





In
February 2009, our secretary/treasurer, Thomas Olson, converted $22,500 in
accrued management fees due him to 300,000 shares of our $0.001 par value common
stock.  The shares were valued at $0.075 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 $1,200 per month, based
on the amount of space occupied by the Company and use of certain office
equipment and services.  Rent expense totaled $3,600 for the nine
months ended April 30, 2009.  As of April 30, 2009, $4,600 in rent was
accrued but unpaid.





Accounts
payable to related parties consisted of the following at April 30,
2009:





Management
      fees payable to officers
                  
                  
                  $89,650Rent
      payable to company affiliated with officers
                  
                  
                  4,600Total
      accounts payable, related party
                  
                  
                  $94,250





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 with a total principal
balance at January 31, 2009 of $157,210.   The notes bear an
interest rate of 8% and are due on demand.  As of April 30, 2009,
$157,310 in principal remained outstanding with  $33,383 in accrued
interest on all notes payable to the trust.





As of
January 31, 2009, the Company owed $26,200 in principal to a company owned by
the president for various promissory notes issued during prior
periods.   The notes bear an interest rate of 8% per annum and
are due on demand.  During the three months ended April 30, 2009, an
additional $8,100 in notes payable were issued while the Company made payments
of $15,210 on the promissory notes.  At April 30, 2009, $19,090 in
principal and $459 in accrued interest remained outstanding on all notes payable
to this affiliate.





At
January 31, 2009, the Company owed $671 in principal on  promissory
notes payable to the president.  The notes bear an interest rate of 8%
per annum and are due on demand.  During the three months ended April
30, 2009, an additional $1,600 in notes payable were issued while the Company
made payments totaling $904 on these notes.   As of April 30,
2009, $1,367 in principal and $2 in accrued interest remained payable on these
notes.





In
periods prior to the three months ended April 30, 2009, 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 April 30, 2009, $27,084 in principal remained
outstanding with accrued interest payable of $4,340.




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




As of
January 31, 2009, the Company owed $5,500 on a promissory note issued to a
partnership affiliated with the Company’s president.  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 $786.





During
the three month period ended April 30, 2009, the Company issued a promissory
note to a partnership affiliated with its president and secretary in the amount
of $5,000.  This note carries and interest rate of 8% per annum and is
due on demand.  As of April 30, 2009, $5,000 in principal and $19 in
accrued interest remained outstanding on this note.





Notes and
interest payable to related parties consisted of the following at April 30,
2009:





Notes
      payable to officers; interest at 8% and due on demand
                  
                  
                  $1,367Notes
      payable to affiliates of Company officers; interest at 8% and due on
      demand
                  
                  
                  213,984Notes
      payable, related party
                  
                  
                  215,351Interest
      payable related party
                  
                  
                  38,989Total
      principal and interest payable, related party
                  
                  
                  $254,340








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,
2009.  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 $9,909 at April 30, 2009.  .





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 April 30,
2009.  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 $539 at April 30, 2009.





Convertible
Promissory Notes





May 2008
Notes





In May
2008, the Company issued notes payable to two accredited investors for the
issuance of $55,000 of 10% unsecured convertible notes in private transactions
(the “May Notes”).  The May Notes are convertible at 75% of the
average closing bid price per share of the Company’s common stock for the twenty
days immediately preceding the date of conversion subject to a floor of $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.  Since the
May Notes are convertible into a variable number of shares upon conversion, the
conversion feature is not considered to be conventional and therefore must be
bifurcated from the debt host and accounted for as a derivative
liability.  Accordingly, the fair value of these derivative
instruments of $30,037 has been recorded as a liability in the consolidated
balance sheet with the corresponding amount recorded as a discount to the May
Notes.  The change in the fair value of the derivative liability will
be re-measured at each balance sheet reporting date with any difference recorded
as other income (expense) in the consolidated statement of
operations.




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




The fair
value of the derivative instruments was calculated at issue date utilizing the
following assumptions:





IssuanceDate
              Fair Value
              Term
              Conversion
      Price
              Market
      Price on
                Grant Date
              Volatility
      Percentage
              Interest
      RateMay
      2, 2008
              $16,333
              1
      year
              $0.09
              $0.12
              101%
              2.1%May
      21, 2008
              $13,704
              1
      year
              $0.068
              $0.09
              101%
              2.1%





At April
30, 3009, the Company revalued all derivative liabilities.  Therefore,
for the period from their issuance to April 30, 2009, the Company recorded an
expense and increased the previously recorded liabilities by $11,030 resulting
in a derivative liability balance of $41,067 at April 30, 2009.





The fair
value of the derivative instruments was calculated at April 30, 2009 utilizing
the following assumptions:





IssuanceDate
              Fair Value
              Term
              Conversion
      Price
              Market
      Price on
                April 30, 2009
              Volatility
      Percentage
              Interest
      RateMay
      2, 2008
              $14,500
              1
      Month
              $0.075
              $0.13
              122%
              .2%May
      21, 2008
              $12,083
              1
      Month
              $0.075
              $0.13
              122%
              .2%








December 2008 and January
2009 Notes





During
the year ended ended January 31, 2009, the Company issued notes payable to an
accredited investor for the issuance of $200,000 of 12% unsecured convertible
notes in three private transactions (the “December Notes”).  The
December Notes are due and payable on May 10, 2009 and are convertible into the
Company’s common stock at $0.05 per share. The Company has determined that the
conversion feature does not represent an embedded derivative as the conversion
price is known and is not variable making them conventional.  The
Company determined there was a beneficial conversion feature related to the
December Notes based on the difference between the conversion price of $0.05 and
the market price of the Company’s common stock at the date of each note issuance
and recorded as interest expense $200,000 with an offset to additional paid-in
capital.  The outstanding principal and interest of $208,597 on these
notes were converted on May 8, 2009 to 4,171,940 shares of $0.001 par value
common stock, which transaction will be reflected in our financial statements
for the second quarter ending July 31, 2009.





F-9
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 (Unaudited)


Note
4:  Other
Expense





Other
expense for the three month periods ended April 30, 2009 and 2008, and for the
period from May 11, 2004 (Inception) through April 30, 2009 consisted of the
following:





Three
      months ended April 30, 2009
                    
                    
                    Three
      months ended April 30, 2008
                    
                    
                    May
      11, 2004 (Inception) through April 30, 2009General
      and administrative
                    
                    
                    $2,017
                    
                    
                    
                    $3,197
                    
                    
                    
                    $39,439Technology
      access fees
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    40,000Legal
      and accounting
                    
                    
                    6,267
                    
                    
                    
                    664
                    
                    
                    
                    99,558Loss
      on debt extinguishment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    126,612Professional
      services
                    
                    
                    13,250
                    
                    
                    
                    59,350
                    
                    
                    
                    443,056Stock
      based compensation
                    
                    
                    117,000
                    
                    
                    
                    -
                    
                    
                    
                    299,333$138,534
                    
                    
                    
                    $63,211
                    
                    
                    
                    $1,047,998








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 2009, we issued 300,000 shares of our common stock to our
secretary/treasurer in exchange for $22,500 in management fees due to
him.  These shares were converted at $0.075 per share, the closing
price for our common stock on that date.





During
the three month period ended April 30, 2009, we issued 450,000 shares of our
common stock to unaffiliated accredited investors pursuant to a private
placement.  The shares were sold for $26,932 or $0.06 per
share.





In April
2000, we executed a consulting agreement through which the consultant received a
warrant to purchase up to 265,000  restricted shares of our $0.001 par
value common stock for $0.001 per share exercisable for one
year.   The warrants were valued at $23,850 based upon the
Black-Scholes option pricing model (approximately a $0.09 grant date fair value
per option).  The warrants were fully exercisable at the date of the
grant and therefore, the Company recorded $23,850 of stock based compensation
expense during the three month period ended April 30, 2009.





The fair
value of the warrants was calculated at issue date utilizing the following
assumptions:





IssuanceDate
              Fair Value
              Term
              Conversion
      Price
              Market
      Price on
                Grant Date
              Volatility
      Percentage
              Interest
      RateApril
      2009
              $23,850
              1
      Year
              $0.001
              $0.10
              122%
              .5%





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





Warrants





A summary of the activity of the
Company’s outstanding warrantsat January 31, 2009 and  April
30, 2009is as
follows:





Warrants
              
              Weighted-average
      exercise price
              
              Weighted-average
      grant date fair valueOutstanding
      and exercisable at January 31, 2009
              
              4,213,719
              
              $          0.39
              
              $       0.10Granted
              
              265,000
              
              0.001
              
              0.09Exercised
              
              -
              
              -
              
              -Outstanding
      and exercisable at April 30, 2009
              
              4,478,719
              
              $          0.37
              
              $       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 ofApril 30, 2009.





Exercise
      price range
              
              Number
      of options outstanding
              
              Weighted-average
      exercise price
              
              Weighted-average
      remaining life$0.50
              
              3,186,219
              
              $       0.50
              
              1.4
      years$0.25
              
              27,500
              
              0.25
              
              2.0
      years$0.06
              
              1,000,000
              
              0.06
              
              2.7
      years$0.001
              
              265,000
              
              0.001
              
              1.0
      years4,478,719
              
              $       0.37
              
              1.6
      years





Stock Options





On March
4, 2009, our board of directors authorized the Inhibiton Therapeutics, Inc. 2009
Stock Incentive Plan which was amended on May 6, 2009 and approved by our
stockholders effective on May 26, 2009.  The plan allows for the
issuance of up to 20,000,000 shares of our common stock through one or more
incentive grants including stock options, stock appreciation rights, stock
awards, restricted stock issuances and performance shares to officers,
directors, employees and consultants of the Company.  The plan is
administered by our board of directors.





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




During
the three months ended April 30, 2009, the Company granted officers, directors
and consultants 1,350,000 options to purchase shares of common stock at an
exercise price of $0.07 per share (the market value of the common stock on the
date of the grant).  The options were valued at $93,150 based upon the
Black-Scholes option pricing model (approximately a $0.07 grant date fair value
per option).  The options were fully-vested at the date of the grant
and therefore, the Company recorded $93,150 of stock based compensation expense
during the three month period ended April 30, 2009.





The fair
value of the stock options was calculated at issue date utilizing the following
assumptions:





Issuance Date
              Fair
      Value
              Term
              Exercise
      Price
              Market
      Price on
                Grant Date
              Volatility
      Percentage
              Interest
      RateMarch
      2009
              $93,150
              5
      years
              $0.07
              $0.07
              213%
              1.94%





All
options outstanding at April 30, 2009 are fully vested and
exercisable.  A summary of outstanding stock option balances under the
2005 Stock Incentive Plan and the 2009 Stock Incentive Plan at January 31, 2009
and at April 30, 2009 is as follows:





2005 Stock Incentive
Plan


Options
              
              Weighted-average
      exercise price
              
              Weighted-average
      remaining contractual life (years)
              
              Aggregate
      intrinsic valueOutstanding
      at January 31, 2009
              425,000
              
              $0.35
              
              3.92
              
              $0Options
      granted
              -
              
              -
              
              -
              
              -Outstanding
      at
                April
      30, 2009
              425,000
              
              $0.35
              
              3.67
              
              $0





2009 Stock Incentive
Plan


Options
              
              Weighted-average
      exercise price
              
              Weighted-average
      remaining contractual life (years)
              
              Aggregate
      intrinsic valueOutstanding
      at January 31, 2009
              0
              
              $0.00
              
              0
              
              $0Options
      granted
              1,350,000
              
              $0.07
              
              4.83
              
              81,000Outstanding
      at
                April
      30, 2009
              1,350,000
              
              $0.07
              
              4.83
              
              $81,000








F-12
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 (Unaudited)




Note
7:  Agreements





License
Agreement





In August
2008, the Company executed a License Agreement between the Company, the
University of South Florida Research Foundation, Inc. and the University of
Florida Research Foundation, Inc. (“License Agreement”) through which the
Company will 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.  Under the agreement, the Company currently owes a $40,000
Technology Access Fee, which has not yet been paid.  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 are also to receive a 4% ownership interest in
the Company subject to certain anti-dilution provisions.





As of
April 30, 2009, the Company has failed to pay the technology access or quarterly
license fees and has failed to substantially perform under the License
Agreement.  As a result, the licensors could declare a default under
the License Agreement to the Company at any time and if the Company fails to
perform its obligations under the agreement during any cure period, the Company
may lose its ability to secure the licensing rights for the ICA-1
process.








Note
8:  Subsequent
Events





Pursuant
to an Agreement Concerning the Exchange of Securities by and among the Company,
HPI Partners, LLC (“HPI”), a Colorado Limited Liability Company, and the
Security Holders of HPI Partners, LLC (the “HPI Members”) dated March 4, 2009,
(the “Share Exchange Agreement”), the parties entered into a share exchange
whereby all of the issued and outstanding membership interests of HPI were
exchanged for 171,123,297 shares of the Company’s $0.001 par value common stock
and 418,500 shares of the Company’s $0.001 par value Series A Preferred Stock,
through which HPI and its wholly-owned subsidiary AlumiFuel Power, Inc. became a
wholly owned subsidiaries of the Company (the “Share Exchange”).  The
418,500 shares of the Company’s Series A Preferred Stock automatically convert
to 34,397,261 shares of the Company’s $0.001 par value common stock upon
approval by the Company’s stockholders of an increase in the number of
authorized common shares sufficient to effect the conversion.  In
addition, the HPI Members received warrants to purchase up to 14,302,500 shares
of the Company’s $0.001 par value common stock, in exchange for a like number of
HPI warrants that are exercisable until March 4, 2012 at an exercise price of
$0.12 per share.  The Share Exchange was effective as of May 5, 2009,
upon closing of the transaction among the parties.





Under the
terms of the Share Exchange Agreement, HPI issued to the Company a promissory
note in the amount of $200,000 bearing an interest rate of 5% per annum that is
due and payable by HPI to the Company on or before March 4, 2014.  In
addition, the Company must commence a private placement of up to $300,000 of its
common stock to be offered to the HPI Members at a per share price equal to
$0.0122, the equivalent price for each share of the Company’s common stock
issued to the HPI Members in the Stock Exchange.




F-13
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 (Unaudited)




Further
terms of the Share Exchange Agreement require the Company to increase the total
number of shares of the Company issued in the Share Exchange by the same
percentage increase as the increase in the total number of outstanding shares of
the Company resulting from the Company’s issuance, between the May 5, 2009 and
90 days following that date, of all shares it shall issue in exchange for debt
due from the Company to third party debt holders during the 90 day
period.





In
connection with the Share Exchange Agreement, API is a wholly-owned operating
subsidiary of the Company as of May 5, 2009.  API is a an early
production stage alternative energy company that generates hydrogen gas and
steam for multiple niche applications requiring on-site, on-demand fuel
sources.  API’s hydrogen drives fuel cells for back-up, remote, and
portable power, fills inflatable devices such as weather balloons, and can
replace costly, hard-to-handle and high pressure K-Cylinders. Its steam/hydrogen
output is also being designed to drive turbine-based underwater propulsion
systems and auxiliary power systems.  API has significant
differentiators in performance, adaptability, safety and cost-effectiveness in
its target market applications, with no external power required and no toxic
chemicals or by-products.





API’s
technology is based on the exothermic reaction of aluminum powder and water,
combined with proprietary additives which act as catalysts, initiators and
reactants. Novel packaging of the aluminum powder and additives into cartridges
enables them to be inserted into a generator/reactor, where an infusion of water
results in the rapid generation of highly pure hydrogen and superheated
steam.  API has an outstanding IP portfolio, including new patent
filings embodying its unique and independent technology, and significant
proprietary know-how regarding the practical ability to engineer desired
reactions at required scales and rates.





API’s lab
and offices are located in the Philadelphia Science Center in downtown
Philadelphia, where it has access to world class testing instruments and
technical talent.  API has a seasoned management team and an
experienced and dedicated technical team; and has close working relationships
with major industry players as path-to-market partners, including major defense
contractors and commercial fabricators of the company’s reactors and cartridge
products on an outsourcing basis.





Additionally,
the Company issued warrants to purchase 10,276,027 shares of common stock of the
Company to third parties who assisted the Company in the transaction. These
warrants expire on March 4, 2012 and one third have an exercise price of $0.10
per share, one third have an exercise price of $0.15 per share and one third
have an exercise price of $0.18 per share.





The
171,123,297 shares of common stock that were issued represented approximately
88.6% of the outstanding capital stock at the time of the Share
Exchange.  Upon the event of the Series A Preferred Stock being
converted into 34,397,261 shares of Company common stock, the former members of
HPI would own approximately 90.3% of our common stock on a post-transaction
basis (assuming that the Company does not, prior to the conversion of the Series
A Preferred Stock, issue any additional shares of common stock other than
pursuant to conversion of the Series A Preferred Stock).





The
warrants that were issued were valued at $1,587,328 based upon the Black Scholes
option pricing model.


F-14
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 (Unaudited)


Pro
forma information





Due to
the significance of the acquisition of HPI and the effect on the Company’s
financial position and results of operations, the following unaudited pro forma
condensed consolidated balance sheet is presented as if the transaction was
consummated at the end of the period presented, and the unaudited pro forma
condensed statement of operations reflect the acquisition of HPI as if the
transaction had been consummated at the beginning of the period
presented.  The accompanying unaudited pro forma condensed financial
statements should be read in conjunction with the notes to the unaudited
condensed financial statements.  The unaudited pro forma condensed
financial statements may not be indicative of the results that actually would
have occurred if the transaction had been effective on the dates indicated nor
are they the results that may be obtained in the future.


F-15
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 (Unaudited)


Unaudited
Pro Forma Condensed Balance Sheet





Inhibiton Therapeutics.,
      Inc.
                      three months
      ended
                      April 30, 2009
                    
                    
                    HPI Partners,
      LLC
                      three months
      ended
                      March 31,
    2009
                    
                    
                    Pro forma
      Entries
                    
                    
                    
                    ConsolidationAssetsCash
                    
                    
                    $35
                    
                    
                    
                    $9,135
                    
                    
                    
                    $-
                    
                    
                    
                    
                    $9,169Accounts
      receivable
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    -Notes and interest
      receivable
                    
                    
                    -
                    
                    
                    
                    160,048
                    
                    
                    
                    -
                    
                    
                    
                    
                    160,048Prepaid expenses and
      deposits
                    
                    
                    -
                    
                    
                    
                    9,521
                    
                    
                    
                    -
                    
                    
                    
                    
                    9,521Total current
      assets
                    
                    
                    655
                    
                    
                    
                    178,704
                    
                    
                    
                    -
                    
                    
                    
                    
                    178,739Property, plant and
      equipment
                    
                    
                    -
                    
                    
                    
                    1,917
                    
                    
                    
                    -
                    
                    
                    
                    
                    1,917$655
                    
                    
                    
                    $180,621
                    
                    
                    
                    $-
                    
                    
                    
                    
                    $180,656Liabilities and Shareholders'
      DeficitCurrent
      liabilitiesAccounts and  notes
      payable:Payroll taxes
      payable
                    
                    
                    $-
                    
                    
                    
                    $52,576
                    
                    
                    
                    $-
                    
                    
                    
                    
                    $52,576Accounts payable, related
      parties
                    
                    
                    94,250
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    94,250Accounts payable,
      other
                    
                    
                    301,293
                    
                    
                    
                    320,635
                    
                    
                    
                    -
                    
                    
                    
                    
                    621,928Derivative liability, convertible
      notes payable
                    
                    
                    41,067
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    41,067Notes payable, related
      party
                    
                    
                    215,351
                    
                    
                    
                    706
                    
                    
                    
                    -
                    
                    
                    
                    
                    216,058Notes payable,
      other
                    
                    
                    35,200
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    35,200Convertible notes payable, net of
      discount
                    
                    
                    254,122
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    254,122Convertible notes payable related
      net of discount
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    -Accrued interest
      payable:Interest payable, convertible
      notes
                    
                    
                    13,949
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    13,949Interest payable, related party
      notes
                    
                    
                    38,989
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    38,989Interest payable, notes payable
      other
                    
                    
                    10,448
                    
                    
                    
                    987
                    
                    
                    
                    -
                    
                    
                    
                    
                    11,4351,004,220
                    
                    
                    
                    374,905
                    
                    
                    
                    -
                    
                    
                    
                    
                    1,379,124Commitments and
      contingenciesShareholders'
      deficit:Preferred
    stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    418
                    
                    B
                    
                    
                    418Common
stock
                    
                    
                    22,826
                    
                    
                    
                    2,237,500
                    
                    
                    
                    (2,066,377
                    )
                    A,B
                    
                    
                    193,949Additional paid-in
      capital
                    
                    
                    2,716,204
                    
                    
                    
                    -
                    
                    
                    
                    1,221,504
                    
                    A,B,C
                    
                    
                    3,937,708Retained
      deficit
                    
                    
                    (3,743,215
                    )
                    
                    
                    (2,431,783
                    )
                    
                    
                    844,455
                    
                    A,C
                    
                    
                    (5,330,543
                    )(1,004,185
                    )
                    
                    
                    (194,283
                    )
                    
                    
                    -
                    
                    
                    
                    
                    (1,198,468
                    )$35
                    
                    
                    
                    $180,621
                    
                    
                    
                    $-
                    
                    
                    
                    
                    $180,656





See notes
to unaudited pro forma condensed financial statements.


F-16
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 (Unaudited)


Unaudited
Pro Forma Condensed Statement of Operations





Inhibiton Therapeutics.,
      Inc.
                three months
      ended
                April 30, 2009
              
              HPI Partners,
      LLC
                three months
      ended
                March 31,
    2009
              
              Pro forma
      Entries
              
              ConsolidationRevenues
              
              $  -
              
              $ 2,750
              
              $  -
              
              $
    2,750Net loss
              
              (206,034)
              
              (295,818)
              
              (1,587,328)
              C
              (2,089,180)Net loss applicable to common
      stockholders
              
              $ (206,034)
              
              $ (295,818)
              
              $(1,587,328)
              C
              $
    (2,089,180)Basic and diluted loss per common
      share
              
              $ (0.01)
              
              $ (0.13)
              
              $  -
              
              $ (0.01)Shares used in per share
      calculation
              
              22,759,326
              
              2,237,500
              
              169,486,497
              D
              193,882,623





See notes
to unaudited pro forma condensed financial statements.





Pro Forma
Adjustments:





A.
            To
      close out the equity of HPI Partners following the
      transaction.


B.
            To
      adjust the stockholders’ deficit to reflect the recapitalization of the
      Company with 193,949,290 shares outstanding at $.001 par
      value  of common stock and 418,500 shares outstanding at $.001
      par value of Series A preferred stock outstanding following the
      transaction.


C.
            To
      record stock compensation expense for warrants issued in the
      transaction.


D.
            To
      adjust the weighted average common shares outstanding to reflect the
      issuance of 171,123,297 shares of common stock as if they were issued at
      the beginning of the period.





F-17
 INHIBITON
THERAPEUTICS, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 (Unaudited)





Unaudited
Pro Form Condensed Statement of Operations





Inhibiton Therapeutics.,
      Inc.
                year ended
                January 31,
      2009
              
              HPI Partners,
      LLC
                year ended
                December 31, 2008
      (Unaudited)
              
              Pro forma
      Entries
              
              ConsolidationRevenues
              
              $  -
              
              $ 24,948
              
              $  -
              
              $
    24,948Net loss
              
              (809,216)
              
              (2,114,100)
              
              (1,587,328)
              A
              (4,510,644)Net loss applicable to common
      stockholders
              
              $ (809,216)
              
              $
    (2,114,100)
              
              $(1,587,328)
              A
              $
    (4,510,644)Basic and diluted loss per common
      share
              
              $ (0.04)
              
              $ (1.29)
              
              $  -
              
              $ (0.02)Shares used in per share
      calculation
              
              18,979,976
              
              1,636,800
              
              169,486,497
              B
              190,103,273





See notes
to unaudited pro forma condensed financial statements.





Pro Forma
Adjustments:





A.
            To
      record stock compensation expense for warrants issued in the
      transaction.


B.
            To
      adjust the weighted average common shares outstanding to reflect the
      issuance of 171,123,297 shares of common stock as if they were issued at
      the beginning of the period.


F-18


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





General:





The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the consolidated financial
statements and notes thereto for the years ended January 31, 2009 and
2008.





The
independent auditors’ report on our financial statements for the years ended
January 31, 2009 and 2008 includes a “going concern” explanatory paragraph that
describes substantial doubt about our ability to continue as a going
concern.  Management’s plans in regard to the factors prompting the
explanatory paragraph are discussed below and also in Note 1 to the audited
consolidated financial statements for the year ended January 31,
2009.





While our
independent auditor has presented our financial statements 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, they have raised a substantial doubt about our ability to
continue as a going concern.





LIQUIDITY
AND CAPITAL RESOURCES





To
address the going concern situation addressed in our financial statements at
January 31, 2009 and April 30, 2009, we anticipate we will require approximately
$900,000 of additional capital to fund the balance due under the CRADA
agreement, obligations under the pending License Agreement, operating expenses
related to our recently acquired alternative energy business, as well as for
general corporate working capital to fund our day-to-day operations and costs
associated with being a publicly-traded company.  This amount does not
include any amounts that may be necessary to pay off 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 financial statements, or
the sale of our equity securities in private placements or other equity
offerings or instruments.





During
the three months ended April 30, 2009, we received a net of approximately
$25,500 from our financing activities, primarily from the sale of shares of our
common stock.  This compared to cash provided by financing activities
of $41,000 in the three months ended April 30, 2009 derived via proceeds from
the issuance of our common stock.





In the
three month period ended April 30, 2009, net cash used in operation activities
was $26,137.  This compared to net cash used in operating activities
of $61,934 for the three months ended April 30, 2008.  The 2009 amount
included a $206,034 net loss that included $179,897 in non-cash charges and
credits to operating assets and liabilities.  This compares to a net
loss of $103,996 in the three months ended April 30, 2008 that included $43,750
in non-cash charges.  The most significant operating expense in the
three month period ended April 30, 2009 was related to non-cash “Stock based
compensation expense” of $117,000 while there was $43,750 in “Common stock
issued for prepaid services” in 2008.





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.




19




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 including funding our newly acquired
alternative energy business.  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.





(b)           Results
of Operations





For the
three month period ended April 30, 2009, our total operating costs and expenses
were $172,134 versus $96,211 for the same period in 2008.  Those
amounts included $33,600 and $33,000 in 2009 and 2008, respectively comprised of
related party expense which included officer management fees and rent paid to
related parties.  The balance of $138,534 and $63,211 for “other”
SG&A expenses was comprised of the following:





Three
      months ended
                      April
      30, 2009
                    
                    
                    Three
      months ended
                      April
      30, 2008General
      and administrative
                    
                    
                    $2,017
                    
                    
                    
                    $3,197Technology
      access fees
                    
                    
                    -
                    
                    
                    
                    -Legal
      and accounting
                    
                    
                    6,267
                    
                    
                    
                    664Loss
      on debt extinguishment
                    
                    
                    -
                    
                    
                    
                    -Professional
      services
                    
                    
                    13,250
                    
                    
                    
                    59,350Stock
      based compensation
                    
                    
                    117,000
                    
                    
                    
                    -$138,534
                    
                    
                    
                    $63,211





The
“other” SG&A expense during the three months ended April 30, 2009 included
$117,000 in stock based compensation expenses for fair value expenses related to
stock options issued under the 2009 stock option plan totaling 93,150 and
warrant issuance costs of 23,850.





The
company recorded $(33,900) in “other income (expense)” during the three months
ended April 30, 2009 as compared to $(7,785) in the same period of
2008.  This increase in primarily attributed to the amortization and
fair value adjustments on convertible notes of $21,808 during the 2009
period.  Interest expense on the convertible notes accounted for a
majority of the $4,307 increase in interest expense during the three months
ended April 30, 2009 versus 2008.





Off-Balance Sheet
Arrangements.  During the three month period ended April 30,
2009, 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 April 30, 2009 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.




20




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.





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/CFO has 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) to the extent possible given the
limited personnel resources and technological infrastructure in place to perform
the evaluation.  Based upon our management’s discussions with our
auditors and other advisors, our CEO/CFO believe that, during the period covered
by this report, such internal controls and procedures were not effective as
described below.





Due to
the small size and limited financial resources, our administrative assistant,
corporate secretary and chief executive officer are the only individuals
involved in the accounting and financial reporting.  As a result,
there is limited segregation of duties in the accounting function, leaving all
aspects of financial reporting and physical control of cash in the hands of two
individuals. This limited segregation of duties represents a material
weakness.  We will continue periodically review our disclosure
controls and procedures and internal control over financial reporting and make
modifications from time to time considered necessary or desirable.





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.





21





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





In
February 2009, we issued 300,000 shares of our common stock to our
secretary/treasurer in exchange for $22,500 in management fees due to
him.  These shares were converted at $0.075 per share, the closing
price for our common stock on that date.





During
the three month period ended April 30, 2009, we issued 450,000 shares of our
common stock to unaffiliated accredited investors pursuant to a private
placement.  The shares were sold for $26,932 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


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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:
      June 15, 2009
                By:
      /s/ Henry
      FongHenry
      FongPrincipal
      Executive Officer and
                  Principal
      Financial Officer





23