UNITED STATES
                         SECURITIES EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10KSB/A

              Annual Report Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

                              EVOLVE ONCOLOGY INC.

             (Exact name of registrant as specified in its charter)



           DELAWARE                                     13-4047693
  ----------------------------                          ----------
  (State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)

    712 Fifth Avenue, New York, NY,                               10019
 --------------------------------------                         ---------
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number 646-723-8941

Check here whether the issuer (1) has filed all reports required to be filed by
Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

Yes |_| No |X|

As of October 31, 2005, 48,763,098 shares of the Registrant's common stock par
value $0.001 were issued and outstanding:

<PAGE>

                                TABLE OF CONTENTS

                                     Part I

Item 1.  Description of the Business

Item 2.  Description of Property

Item 3.  Legal Proceedings

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

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters

Item 6.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Item 7.  Financial Statements

                                    Part III

Item 8.  Directors and Executive Officers

Item 9.  Executive Compensation

Item 10. Security Ownership of Certain Beneficial Owners and Management

Item 11. Certain Relationships and Related Transactions

Item 12. Exhibits and Reports on Form 8-K


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<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF THE BUSINESS

HISTORY AND ORGANIZATION

EVOLVE ONCOLOGY INC., (the "Company"), was organized in April 1997 under the
laws of the State of Delaware, having the stated purpose of engaging in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware. The Company was originally incorporated to be a
provider, developer and manufacturer of CD Rom software.

On March 16, 2001 the Company entered into an acquisition agreement to acquire
100% of the issued and outstanding share capital of ICM Resource Limited
("ICM"), a UK Corporation, which was incorporated on 1 July 1999. ICM was
actively engaged in the business of print management solutions.

On February 24, 2003, a majority of shareholders of the company (85%) voted in
favor of the Company acquiring all of the outstanding shares of stock of EU
Laboratories Limited, ("EU Laboratories"), a company incorporated and registered
in England. The acquisition of EU Laboratories was undertaken subsequent to a 1
for 10 reverse split of the outstanding shares of common stock of the Company.
The consideration paid by the Company for the acquisition of EU Laboratories was
15,000,000 newly issued shares of common stock of the Company payable to the
shareholders of EU Laboratories on a pro-rata basis to their holding in EU
Laboratories Limited. As a result of this acquisition, control of the company
passed to the shareholders of EU Laboratories Limited. This transaction was
finally completed on March 1, 2003 whereby the company sold off and transferred
all of its interests in the print industry to its own shareholders immediately
prior to the closing of the agreement to acquire EU Laboratories Limited. The
Company through the acquisition of EU Laboratories Limited on 1st March 2003 is
now engaged in the research and development of pharmaceutical products to fight
cancer.

The company is currently operating through two wholly owned subsidiaries, EU
Laboratories Limited, a UK corporation and Antibody Technologies Inc, a Delaware
corporation.

The Company currently has four products in its portfolio and is actively
negotiating to in license further products.

The global cancer market is forecast to grow from $29.4bn in 2001 to $42.8bn in
2007. In this period the innovative cancer therapy market is forecast to triple
from $4.3bn in 2001 to $12.3bn in 2007.The Company's focus on innovative
treatments should benefit from the fact that the leading pharmaceutical
companies in the oncology market will all suffer from multiple patent expiries
in the next four years with existing cytostatic and hormonal therapies. This
creates a clear market opportunity for niche drug discovery companies focusing
on innovative technologies as the large pharmaceutical companies will be looking
to enhance their existing portfolios with new products.

Management believes by focusing on innovative cancer therapies it will be
possible to develop multiple drug candidates. Evolve Oncology will take
development stage candidates which have commercial potential and take these
products through early stage clinical trials to prove efficacy and safety.
Evolve Oncology will then look to license the products to partners who will take
the economic burden of multi center clinical trials. Evolve Oncology will look
to license US rights whilst maintaining the European rights.


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Although the US is the single most lucrative market the European market is
extremely valuable. The European market is broken down into five main
marketplaces UK, Germany, France, Italy and Spain. These five marketplaces have
a prevalent patient population of approximately 3.4mn as compared to 3.3mn in
the US (by main disease area excluding skin cancer).Innovative Oncology will
look to establish niche oncology sales forces in these markets whilst licensing
its products in other smaller European territories. Evolve Oncology Inc will
also look to develop niche drugs which large pharmaceutical companies will not
develop as they do not have potential blockbuster status.

STRATEGY

The Company's business strategy is to develop its existing products, acquire
additional early-mid stage product candidates, selectively license its
technology and establish strategic collaborations to advance its product
pipeline. The Company is pursuing an in-licensing and reformulations strategy to
advance a number of attractive near-term market opportunities with the potential
to generate early cash flows that can then be leveraged into a number of
potential long-term market opportunities. The Company intends to leverage early
cash flows associated with its in-licensing and reformulations strategy to
develop the most promising long-term growth opportunities internally.

The major pharmaceutical companies face an extremely competitive market, are
under increasing pressure to introduce new products, and are facing loss of
patent protection for a significant number of major revenue-generating drugs in
their portfolios. We believe that innovative compound technologies provide
opportunities for overcoming formulation challenges with promising active
biopharmaceutical ingredients; for establishing product differentiation; for
extending product life-cycles; and for providing additional patent protection
for key products.

The Company's strategy includes mitigating risks traditionally associated with
product strategies focused solely on new molecular entity (NME) and new chemical
entity (NCE) development, with in-licensing and reformulations of new and
existing compounds. Relative to the estimated $800 million clinical development
budgets associated with NME/NCE development, clinical development budgets for
post-patent expiry reformulations are generally accepted to range between $10-50
million.

The Company favors early to mid stage in-licensing, defined as agreements for
late stage Pre-clinical/Phase I-II compounds, due to reduced risk profile and
costs relative to NME and NCE development. As an increasingly high number of
pharmaceutical products are facing the loss of patent protection over the next
five years, large pharmaceutical companies are giving Phase III product
licensing deals increasing priority, with in-licensing of phase III compounds by
large pharmaceutical companies accounting for over 30% of the in-licensing
agreements made by these companies in 2002. The Company will continue to advance
its clinical development strategy balancing in-licensing and reformulations,
with the development of NMEs/NCEs where appropriate.


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<PAGE>

Our business strategy is as follows:

      o     In-license and co-develop novel, proprietary technologies within the
            major therapeutic segments of the lifestyle drug market.

      o     Collaborate with other pharmaceutical and/or biotechnology companies
            to apply the Company's current technology to the formulation of
            their proprietary products and compounds.

      o     Identify and in-license new therapeutic opportunities for the
            treatment of lifestyle disorders or related indications to expand
            the Company's existing pipeline.

Our near-term objective is to advance clinical development of MSD product
candidates, gain regulatory approval and maximize the commercial opportunities
of the resulting lead products. In addition to continuing the clinical
development of lead product candidates, we may also seek to secure corporate
partners to provide additional funding towards the remaining clinical
development costs and also to maximize the commercial success of product
candidates subsequent to approvals.

The structure of our research and development activity is designed to enable the
best choices to be made as to where and how the projects are run and resourced.
Each is managed as a discreet project with its own budget and project manager.
Where and when possible projects make common use of the resources and contracted
facilities enlisted at each stage. We manage our projects through ongoing review
of scientific data, making use of our broadly experienced Scientific Advisory
Board to assist in this process and by supplementing these programs with our
cost allocations as required to move toward regulatory approval. Our cost
allocations are based primarily on pre-established development budgets set out
in our agreements with research and co-development partners. Costs attributed to
Research and Preclinical projects largely represent our pipeline generating
activities

PRODUCT DEVELOPMENT

The Company has incurred limited expenses for research and development
activities through February 29, 2004 due to management spending considerable
time on sourcing new product opportunities. In addition, the Company estimates
that it will need to incur at least an additional $1 million of expenses in
research and development activities over the next four quarters relating to the
products currently under development.

A major element of the Company's product development strategy is to use
third-party or contract research organizations ("CROs") to assist in the conduct
of safety and efficacy testing and clinical studies, to assist the Company in
guiding products through the FDA and EMEA regulatory review and approval
processes, and to manufacture and distribute any FDA and EMEA approved products.
The Company believes that maintaining a limited infrastructure will enable it to
develop products efficiently and cost effectively.

The Company believes the use of third-parties to develop and manufacture its
products has several advantages. This approach generally allows a greater pool
of resources to be concentrated on a product than if these functions were
preformed by internal personnel who were required to support all of the
Company's product development activities. Although this approach will allow the
Company to avoid the expense associated with developing a large internal
infrastructure to support its product development efforts, it will result in the
Company being dependent on the ability of outside parties to perform critical
functions for the Company. Over time, the Company expects to build internal
capabilities to replace certain development functions now contracted to outside
parties.


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<PAGE>

This contract approach to product development requires project management by
professionals with substantial industry experience. The Company will continue to
evaluate prospective additions to its in-house expertise, as well as
opportunities for contract and advisory services in areas of critical importance
to all of its proposed products, including the management of current development
teams. These areas include regulatory affairs, marketing and sales, quality
assurance, manufacturing, clinical trials management, finance, information
systems and general management.

The product development process is designed to identify problems associated with
a proposed product's safety and effectiveness. The Company attempts to reduce
the risk that a proposed product will not be accepted in the marketplace by
conducting market research and defining commercial strategy for each product
candidate. A drug development portfolio cannot be completely insulated from
potential clinical and market failures. It is likely that some proposed products
selected for development by the Company will not produce the clinical or revenue
results expected. Additionally, the Company may divest product candidates from
its portfolio if they display clinical results outside the lifestyle drug sector
and/or require financial, development and management resources better met by
larger pharmaceutical or biopharmaceutical companies.

RESEARCH PRODUCT PIPELINE

The Company will continue to invest in the research and development of existing
and new products, including those that could extend the applications of existing
technologies. The Company is currently evaluating a number of additional product
candidates. Our research and development efforts on these additional product
candidates are considered preliminary and we cannot give any assurance that any
of these compounds will be successful or that they will progress through
clinical trials. Advancing one or more of these potential products into human
clinical trials is dependent on several factors including technological
feasibility, commercial opportunity, and securing additional financial
resources.

EU Laboratories Limited has a current portfolio of four products aimed at
cancer.

EVO 011 - MONOCLONAL ANTIBODY

The Company's lead compound is EVO 011 is a monoclonal antibody which targets
most forms of cancer. This is being developed by Queen Mary University London
for Evolve Oncology. EVO 011 is a monoclonal antibody that is a receptor
blocker. EVO 011 stops cancer cell proliferation, and inhibits cancer cells from
metasizing, blocking Angiogenesis II. It significantly reduces cancer invasion
and will be used as an adjunct therapy. This drug may also have a use in
cardiovascular disease.

Substances foreign to the body, such as disease-causing bacteria and viruses and
other infectious agents, known as antigens, are recognized by the body's immune
system as invaders. Our natural defenses against these infectious agents are
antibodies, proteins that seek out the antigens and help destroy them.


                                       6
<PAGE>

Antibodies have two very useful characteristics. First, they are extremely
specific; that is, each antibody binds to and attacks one particular antigen.
Second, some antibodies, once activated by the occurrence of a disease, continue
to confer resistance against that disease; classic examples are the antibodies
to the childhood diseases chickenpox and measles.

The second characteristic of antibodies makes it possible to develop vaccines. A
vaccine is a preparation of killed or weakened bacteria or viruses that, when
introduced into the body, stimulates the production of antibodies against the
antigens it contains.

It is the first trait of antibodies, their specificity, that makes monoclonal
antibody technology so valuable. Not only can antibodies be used
therapeutically, to protect against disease; they can also help to diagnose a
wide variety of illnesses, and can detect the presence of drugs, viral and
bacterial products, and other unusual or abnormal substances in the blood. Given
such a diversity of uses for these disease-fighting substances, their production
in pure quantities has long been the focus of scientific investigation. The
conventional method was to inject a laboratory animal with an antigen and then,
after antibodies had been formed, collect those antibodies from the blood serum
(antibody-containing blood serum is called antiserum). There are two problems
with this method: It yields antiserum that contains undesired substances, and it
provides a very small amount of usable antibody.

Monoclonal antibody technology allows the production of large amounts of pure
antibodies in the following way: Cells can be obtained that produce antibodies
naturally and also have the ability to grow continually in cell culture. If a
hybrid is formed that combines the characteristic of "immortality" with the
ability to produce the desired substance, there would be, in effect, a factory
to produce antibodies that worked around the clock.

In monoclonal antibody technology, tumor cells that can replicate endlessly are
fused with mammalian cells that produce an antibody. The result of this cell
fusion is a "hybridoma," which will continually produce antibodies. These
antibodies are called monoclonal because they come from only one type of cell,
the hybridoma cell; antibodies produced by conventional methods, on the other
hand, are derived from preparations containing many kinds of cells, and hence
are called polyclonal. An example of how monoclonal antibodies are derived is
described below.

A myeloma is a tumor of the bone marrow that can be adapted to grow permanently
in cell culture. When myeloma cells were fused with antibody-producing mammalian
spleen cells, it was found that the resulting hybrid cells, or hybridomas,
produced large amounts of monoclonal antibody. This product of cell fusion
combined the desired qualities of the two different types of cells: the ability
to grow continually, and the ability to produce large amounts of pure antibody.

Because selected hybrid cells produce only one specific antibody, they are more
pure than the polyclonal antibodies produced by conventional techniques. They
are potentially more effective than conventional drugs in fighting disease,
since drugs attack not only the foreign substance but the body's own cells as
well, sometimes producing undesirable side effects such as nausea and allergic
reactions. Monoclonal antibodies attack the target molecule and only the target
molecule, with no or greatly diminished side effects.


                                       7
<PAGE>

EVO 022 BREAST CANCER COMBINATION THERAPY

EVO 022 is a combination drug therapy which is focused on the treatment of
breast cancer. EVO 022 is a combination therapy for breast cancer consisting of
two anti-estrogen compounds, the First compound stops or slows cell growth, and
the second compound has a Novel mode of action on estrogen receptor; increases
binding to ER beta and allosteric inhibition of ER alpha. The combination
Increases efficacy & reduces side effects.

It is thought that a combination therapy can be devised from the combination of
these two products. One of which is the most popular and effective endocrine
treatment currently available for advanced breast cancer, and is appropriate
initial endocrine treatment in both premenopausal and postmenopausal patients.
It competitively binds to ERs, blocking estrogen binding and inhibiting
estrogen-dependent cell growth. Eventually, however, cells develop resistance to
this compound. The second compound has been shown to have an effect on patients
that have become resistant, so by combining these two compounds in a formulated
dosage it is felt that this could provide greater patient benefit.

EVO 033 ORAL REFORMULATION OF ANTI MICROTUBULE AGENT

EVO 033 is a reformulation of an off patent novel anti microtubule agent
targeted against breast cancer. This agent is actually a naturally occurring
substance in the slow growing evergreen YEW tree. The YEW bush grows throughout
northern temperate climates. The Yew shrubs constituents contain a mixture of
alkaloids known as taxine, and also diterpenes, lignans, tanin and resin. The
agent inhibits cell division.

The way that the anticancer drug works is that it inhibits tumors through
multiple cytotoxic and cytostatic mechanisms. Independently of these mechanisms,
it induces distinct immunological efficacy when it acts as a second signal for
activation of tumoricidal activity by interferon gamma (IFN gamma)-primed murine
normal host macrophages. It has been reported that tumor-distal macrophages,
which mediate immunosuppression through dysregulated nitric oxide (NO) and tumor
necrosis factor alpha (TNF alpha) production, are differentially regulated by
this product. Because it influences tumor cell growth dynamics and activates
immune cell populations, it is assessed the ex vivo immunosuppressive and
antitumor activities of the treated normal host and tumor-bearing host (TBH)
macrophages. Pretreatment of such cells with this product partly reconstituted T
cell alloantigen reactivity, suggesting that it mediates a limited reversal of
TBH macrophage immunosuppressive activity. Treated TBH macrophages significantly
suppressed the growth of fibrosarcoma cells (Meth-KDE) through soluble effector
molecules and promoted direct cell-mediated cytotoxicity, indicating that the
agent enhanced tumor-induced macrophage antitumor activities. Tumor-induced
helper T cells, however, showed a higher sensitivity to direct induced
suppression. These data demonstrated that this product exerts pleiotropic
effects on antitumor immune responses with the capacity to abate the
immunosuppressive activities of macrophages and promote macrophage-mediated
antitumor activities simultaneously, but also directly modulating T cell
reactivity. Collectively, these studies suggest that this antineoplastic drug
may impart antitumor activity through an immunotherapeutic capacity.

Currently this product is only available by intravenous delivery, and Evolve are
currently working on developing a reformulated oral version of the product with
enhanced efficacy and a better safety profile.


                                       8
<PAGE>

EVO 044 - STEM CELL TECHNOLOGY

EVO 044 utilises a stem cell technology to form bone marrow. Stem cells have the
remarkable potential to develop into many different cell types in the body.
Serving as a sort of repair system for the body, they can theoretically divide
without limit to replenish other cells as long as the person or animal is still
alive. When a stem cell divides, each new cell has the potential to either
remain a stem cell or become another type of cell with a more specialized
function, such as a muscle cell, a red blood cell, or a brain cell.

Common terms describing stem cells group them according to how many different
types of cells they have the potential to produce. A fertilized egg is
considered totipotent, meaning that its potential is total; it gives rise to all
the different types of cells in the body. Pluripotent stem cells can give rise
to any type of cell in the body except those needed to develop a fetus. Stem
cells that can give rise to multiple different cell types are generally called
multipotent. Stem cells have potential in many different areas of health and
medical research. To start with, studying stem cells will help us to understand
how they transform into the dazzling array of specialized cells that make us
what we are. Some of the most serious medical conditions, such as cancer and
birth defects, are due to problems that occur somewhere in this process. Another
potential application of stem cells is making cells and tissues for medical
therapies. Today, donated organs and tissues are often used to replace those
that are diseased or destroyed. Unfortunately, the number of people suffering
from these disorders far outstrips the number of organs available for
transplantation. Stem cells offer the possibility of a renewable source of
replacement cells and tissues to treat myriad diseases, conditions, and
disabilities including Parkinson's and Alzheimer's diseases, spinal cord injury,
stroke, burns, heart disease, diabetes, osteoarthritis and rheumatoid arthritis.
There is almost no realm of medicine that might not be touched by this
innovation.

Blood-forming stem cells in bone marrow called hematopoietic stem cells (HSCs)
are currently the only type of stem cell commonly used for therapy. Doctors have
been transferring HSCs in bone marrow transplants for over 40 years. More
advanced techniques of collecting, or "harvesting", HSCs are now used in order
to treat leukemia, lymphoma and several inherited blood disorders. The clinical
potential of stem cells has also been demonstrated in the treatment of other
human diseases that include diabetes and advanced kidney cancer. However, these
newer applications have involved studies with a very limited number of patients,
using stem cells that were harvested from people.

Pluripotent stem cells have been isolated from human embryos that are a few days
old. Cells from these embryos can be used to create pluripotent stem cell
"lines", cultures that can be grown indefinitely in the laboratory. Multipotent
stem cell lines have also been developed from fetal tissue obtained from
terminated pregnancies.

Stem cells can also be isolated from adult tissue. Thus far, these cells have
been multipotent. Adult stem cells have not been found for all types of tissue,
but discoveries in this area of research are increasing. For example, until
recently it was thought that stem cells were not present in the adult nervous
system, but in recent years such stem cells have been found in the brain. Once a
stem cell line is established from a cell in the body, it is essentially
immortal, no matter how it was derived. That is, it does not have to be created
again from the original embryo or adult. Once established, it can be grown in
the laboratory indefinitely and widely distributed to other researchers. In
addition, before any type of stem cell for transplantation, attempts must be
made to overcome a problem of the patient's immune system rejecting the
transplant. Human stem cell lines might in the future be modified with gene
therapy or other techniques to overcome this immune rejection. It might also be
possible to replace damaged genes or add new genes to stem cells in order to
give them new characteristics that can ultimately help to treat diseases.


                                       9
<PAGE>

Pluripotent stem cells, while having great therapeutic potential, face
formidable technical challenges. First, scientists must learn how to control
their development into all the different types of cells in the body. Second, the
cells now available for research are likely to be rejected by a patient's immune
system. Another serious consideration is that the idea of using stem cells from
human embryos or human fetal tissue troubles many people on ethical grounds.

Until recently, there was little evidence that stem cells from adults could
change course and provide the flexibility that researchers need in order to
address all the medical diseases and disorders they would like to. New findings
in animals, however, suggest that even after a stem cell has begun to
specialize, it may be more flexible than previously thought.

There are currently several limitations to using adult stem cells. Although many
different kinds of multipotent stem cells have been identified, the evidence
that adult stem cells could give rise to all cell and tissue types is not yet
conclusive. Adult stem cells are often present in only minute quantities and can
therefore be difficult to isolate and purify. There is also evidence that they
may not have the same capacity to multiply as embryonic stem cells do. Finally,
adult stem cells may contain more DNA abnormalities -- caused by sunlight,
toxins and errors in making more DNA copies during the course of a lifetime.
These potential weaknesses might limit the usefulness of adult stem cells.

EVO 044 is a project on which Evolve Oncology is currently developing to look at
deriving a stem cell product for various cancer related therapies.

MARKET OVERVIEW

We believe the biopharmaceutical industry has evolved significantly since its
commercial inception in the 1970s and is currently approaching a period of
sustained growth. To be successful, we believe biopharmaceutical companies must
have the ability to harness rapidly advancing technology, provide solutions for
previously unmet therapeutic needs, ensure faster development of new drugs and
allow flexibility to exploit changing market conditions. We seek to engage in
this new generation of biopharmaceutical companies, linking the technological
skills of doctors and scientists in Europe and North America with the U.S. and
European capital markets.

The National Cancer Institute estimated in 2000 the overall costs for cancer to
be $107 billion in the United States; $37 billion for direct costs, $11 billion
for morbidity costs and $59 billion for mortality costs. Treatment of breast,
lung and prostate cancer account for over half the direct medical costs.


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<PAGE>

The table below shows the forecast global cancer treatment market for the period
2001-2007. The overall market is forecast to grow from $29.4 billion in 2001 to
$42.8bn in 2007, representing an average annual growth rate of 6.5%.


Forecast Global Cancer Treatment Market 2001 - 2007 (amounts in $ billions)
---------------------------------------------------------------------------

<TABLE>
<CAPTION>
Drug Class                        2001         2002         2003         2004        2005         2006         2007
<S>                             <C>          <C>          <C>          <C>          <C>         <C>          <C>
Adjunct therapies               11,321       11,834       12,347       12,860       13,373      13,752       14,132
Cytotoxics                       8,651        9,136        9,501        9,881       10,277      10,585       10,902
Hormonals                        5,720        5,841        5,950        5,952        5,856       5,688        5,464
Innovative agents                3,679        4,665        5,650        7,126        8,602      10,432       12,261

                             ------------ ------------ ------------ ------------ ----------- ------------ ------------
TOTALS                         $29,371      $31,476      $33,448      $35,819     $38,108      $40,457      $42,759
                             ============ ============ ============ ============ =========== ============ ============
</TABLE>


Source: Reuters, 2002

We believe that new cancer therapies increasingly will be required to be more
cost-effective and allow for alternate site or in-home treatment and to improve
patient quality of life during treatment.

PATENTS AND PROPRIETARY RIGHTS

The Company's success will depend, in part, upon our ability to obtain and
enforce protection for our products under United States and foreign patent laws,
as well as other intellectual property laws, preserve the confidentiality of our
trade secrets and operate without infringing the proprietary rights of
third-parties. Our policy is to file patent applications in the United States,
European Union and foreign jurisdictions to protect technology, inventions and
improvements to our inventions that are considered important to the development
of our business. Also, we rely upon trade secrets, know-how, continuing
technological innovations and licensing opportunities to develop a competitive
position.

We evaluate the desirability of seeking patent or other forms of protection for
our products in foreign markets based on the expected costs and relative
benefits of attaining this protection. There can be no assurance that any patent
will be issued for any application or that any issued patents will afford
adequate protection to us. Further, there can be no assurance that any issued
patents will not be challenged, invalidated, infringed or circumvented or that
any rights granted there under will provide competitive advantages to us.
Parties not affiliated with us may have obtained or may obtain United States or
foreign patents or possess or may possess proprietary rights relating to our
products. There can be no assurance that patents now in existence or hereafter
issued to others will not adversely affect the development or commercialization
of our products or that our planned activities will not infringe patents owned
by others.

We could incur substantial costs in defending ourselves in infringement suits
brought against us or any of our licensors or in asserting any infringement
claims that we may have against others. We could also incur substantial costs in
connection with any suits relating to matters for which we have agreed to
indemnify our licensors or distributors. An adverse outcome in any litigation
could have a material adverse effect on our business and prospects. In addition,
we could be required to obtain licenses under patents or other proprietary
rights of third parties. No assurance can be given that any of these licenses
would be made available on terms acceptable to us, or at all. If we are required
to, and do not obtain any required licenses, we could be prevented from, or
encounter delays in, developing, manufacturing or marketing one or more of our
products.


                                       11
<PAGE>

We also rely upon trade secret protection for our confidential and proprietary
information. There can be no assurance that others will not independently
develop substantially equivalent proprietary information and techniques or
otherwise gain access to our trade secrets or disclose this technology or that
we can meaningfully protect our trade secrets.

It is our policy to require our employees, consultants, members of the
Scientific Advisory Board and parties to collaborative agreements to execute
confidentially agreements upon the commencement of employment or consulting
relationships or collaboration with us. These agreements provide that all
confidential information developed or made known during the course of the
relationship with us is to be kept confidential and not disclosed to third
parties except in specific circumstances. In the case of employees, the
agreements provide that all inventions resulting from work performed for us,
utilizing our property or relating to our business and conceived or completed by
the individual during employment shall be our exclusive property to the extent
permitted by applicable law.

GOVERNMENT REGULATION

Our products are subject to extensive regulation by numerous governmental
authorities, principally the United States Food and Drug Administration ("FDA")
and the European Union European Medicines Evaluation Agency ("EMEA"), as well as
numerous state and foreign agencies. We need to obtain clearance of our
potential products by the FDA and EMEA before we can begin marketing our
products in the United States and European Union, respectively. Similar
approvals are also required in other countries.

Product development and approval within these regulatory frameworks is
uncertain, can take many years and requires the expenditure of substantial
resources. The nature and extent of the government review process for our
potential products will vary, depending on the regulatory categorization of
particular products and various other factors. In particular, during 2003 the
FDA implemented a reorganization to consolidate review of new pharmaceutical
products within the FDA's Center for Drug Evaluation and Research ("CDER").
Prior to this reorganization, the FDA's Center for Biologics Evaluation and
Research ("CBER"), reviewed new biological products, while CDER reviewed new
drug products and combination drug/biological products. We do not believe the
FDA's reorganization will significantly affect the review process of our product
candidates; however we are monitoring events within the FDA and EMEA, to keep
pace with current developments.

The necessary steps before a new pharmaceutical product may be sold in the
United States ordinarily include:

      o     pre-clinical laboratory and animal tests;

      o     submission to the FDA of an investigational new drug application
            which must become effective before clinical trails may commence;

      o     completion of adequate and well controlled human clinical trials to
            establish the safety and efficacy of the proposed drug for its
            intended use;

      o     submission to the FDA of a marketing authorization application; and


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<PAGE>

      o     FDA review and approval of the marketing authorization application
            prior to any commercial sale.

Clinical trials generally are conducted in three sequential phases that may
overlap. In Phase I, the initial introduction of the product into humans, the
product is tested to assess safety, metabolism, pharmacokinetics and
pharmacological actions associated with increasing doses. Phase II usually
involves trials in a limited patient population to determine the efficacy of the
potential product for specific, targeted indications, determine dosage tolerance
and optimum dosage and further identify possible adverse reactions and safety
risks. Phase III trials are undertaken to evaluate further clinical efficacy in
comparison to standard therapies within a broader patient population, generally
at geographically dispersed clinical sites. Phase I, Phase II or Phase III
testing may not be completed successfully within any specific period of time, if
at all, with respect to any of our product candidates. Furthermore, the FDA, an
institution review board or the Company may suspend a clinical trial at any time
for various reasons, including finding that the subjects or patients are being
exposed to an unacceptable health risk.

The results of pre-clinical studies, pharmaceutical development and clinical
trials are submitted to the FDA in the form of a marketing authorization
application for approval of the manufacture, marketing and commercial shipment
of the pharmaceutical product. The testing and approval process is likely to
require substantial time, effort and resources, and there can be no assurance
that any approval will be granted on a timely basis, if at all. The FDA may deny
a marketing authorization application if applicable regulatory criteria are not
satisfied, require additional testing or information, or require post-market
testing and surveillance to monitor the safety or efficacy of the product. In
addition, after marketing approval is granted, the FDA may require
post-marketing clinical trials, which typically entail extensive patient
monitoring and may result in restricted marketing of an approved product for an
extended period of time.

COMPETITION

The biotechnology and biopharmaceutical industries are characterized by rapidly
advancing technologies, intense competition and a strong emphasis on proprietary
products. Many third-parties compete with us in developing various approaches to
lifestyle disorders. They include pharmaceutical companies, biotechnology
companies, academic institutions and other research organizations.

Many of our competitors have significantly greater financial resources and
expertise in research and development, manufacturing, pre-clinical testing,
conducting clinical trials, obtaining regulatory approval and marketing than we
do. In addition, many of these competitors are active in seeking patent
protection and licensing arrangements in anticipation of collection royalties
for proprietary technology. Smaller or early-stage companies may also prove to
be significant competitors, particularly through collaborative arrangements with
large and established companies. These third parties compete with us in
recruiting and retaining qualified scientific and management personnel, as well
as acquiring technologies complementary to our programs.

We expect that competition among products approved for sale will be based, among
other things, on efficacy, reliability, product safety, price and patent
position. Our ability to compete effectively and develop products that can be
manufactured cost-effectively and marketed successfully will depend on our
ability to:


                                       13
<PAGE>

      o     advance our lead product candidates and technology platforms;

      o     obtain required government and other public and private approvals on
            a timely basis;

      o     enter into corporate partnerships;

      o     license additional technology;

      o     maintain a proprietary position in our technologies and products;
            and

      o     attract and retain key personnel.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES

As of February 29, 2004, the Company had 2 full-time and 3 part-time employees.
Of these, 2 are in management, 2 are in research and development, and one is in
administration. The Company only needs limited employee resource as it
outsources all of its development work. We believe our relationships with our
employees are satisfactory.

RISKS RELATED TO ENHANCE'S BUSINESS

IF THE COMPANY DOES NOT RECEIVE AND MAINTAIN REGULATORY APPROVALS FOR ITS
PRODUCT CANDIDATES, ENHANCE WILL NOT BE ABLE TO COMMERCIALIZE ITS PRODUCTS,
WHICH WOULD SUBSTANTIALLY IMPAIR ITS ABILITY TO GENERATE REVENUES AND MATERIALLY
HARM ITS BUSINESS AND FINANCIAL CONDITION.
None of the Company's product candidates have received regulatory approval from
the FDA or EMEA. Approvals from the FDA and EMEA are necessary to manufacture
and market pharmaceutical products in the United States and European Union,
respectively. Many other countries including Japan have similar requirements.

These regulatory approvals are extensive, time-consuming and costly, and there
is no guarantee that the FDA or EMEA will approve any of the Company's product
candidates, or that the timing of any such approval will be appropriate for its
product launch schedule and other business priorities, which are subject to
change.

Clinical testing of pharmaceutical products is also a long, expensive and
uncertain process. Even if initial results of pre-clinical studies or clinical
trial results are positive, the Company may obtain different results in later
stages of drug development, including failure to show desired safety and
efficacy.

The clinical trials of any of the Company's product candidates could be
unsuccessful, which would prevent it from obtaining regulatory approval and
commercializing the product. FDA approval can be delayed, limited or not granted
for many reasons, including, among others:

      o     FDA officials may not find a product candidate safe or effective to
            merit an approval;

      o     FDA officials may not find that the data from pre-clinical testing
            and clinical trials justifies approval, or they may require
            additional studies that would make it commercially unattractive to
            continue pursuit of approval;

      o     the FDA may not approve the Company's manufacturing processes or
            facilities, or the processes or facilities of its contract
            manufacturers or raw material suppliers;


                                       14
<PAGE>

      o     the FDA may change its approval policies or adopt new regulations;
            and

      o     the FDA may approve a product candidate for indications that are
            narrow or under conditions that place its product at a competitive
            disadvantage, which may limit the Company's sales and marketing
            activities or otherwise adversely impact the commercial potential of
            a product.

If the FDA and/or the EMEA do not approve the Company's product candidates in a
timely fashion on commercially viable terms or the Company terminates
development of any of its product candidates due to difficulties or delays
encountered in the regulatory approval process, it will have a material adverse
impact on the Company's business. As a result, the Company will be dependent on
the development of its other product candidates and/or its ability to
successfully acquire other products and technologies.

In addition, the Company intends to market certain of its products, and perhaps
have certain of its products manufactured, in foreign countries. The process of
obtaining approvals in foreign countries is subject to delay and failure for
similar regulatory reasons.

IF THE COMPANY'S PRODUCT CANDIDATES ARE APPROVED BY THE FDA AND/OR THE EMEA, BUT
DO NOT GAIN MARKET ACCEPTANCE, ITS BUSINESS WILL SUFFER BECAUSE THE COMPANY MAY
NOT BE ABLE TO FUND FUTURE OPERATIONS.

A number of factors may affect the market acceptance of any of the Company's
existing products or any other products it develops or acquires in the future,
including, among others:

      o     the price of the Company's products relative to other therapies for
            the same or similar treatments;

      o     the perception by patients, physicians and other members of the

      o     health care community of the effectiveness and safety of the

      o     Company's products for their prescribed treatments;

      o     the Company's ability to fund its sales and marketing efforts;

      o     the effectiveness of the Company's sales and marketing efforts; and

      o     the introduction of generic competitors.

In addition, the Company's ability to market and promote its products will be
restricted to the labels approved by the FDA and/or EMEA. If the approved labels
are restrictive, the Company's sales and marketing efforts, as well as market
acceptance and the commercial potential of its products may be negatively
affected.

If the Company's products do not gain market acceptance, the Company may not be
able to fund future operations, including the development or acquisition of new
product candidates and/or its sales and marketing efforts for its approved
products, which would cause its business to suffer.

IF THE COMPANY IS UNABLE TO SUFFICIENTLY DEVELOP ITS SALES, MARKETING AND
DISTRIBUTION CAPABILITIES OR ENTER INTO AGREEMENTS WITH THIRD-PARTIES TO PERFORM
THESE FUNCTIONS, THE COMPANY WILL NOT BE ABLE TO COMMERCIALIZE PRODUCTS.

In due course, the Company will commence the process of developing its sales,
marketing and distribution capabilities. However, the Company's current
capabilities in these areas are limited. In order to commercialize any products
successfully, the Company must internally develop substantial sales, marketing
and distribution capabilities, or establish collaborations or other arrangements
with third-parties to perform these services. The Company does not have
extensive experience in these areas, and it may not be able to establish
adequate in-house sales, marketing and distribution capabilities or engage and
effectively manage relationships with third parties to perform any or all of
such services. To the extent that the Company enters into co-promotion or other
licensing arrangements, its product revenues are likely to be lower than if it
directly marketed and sold its products, and any revenues it receives will
depend upon the efforts of third-parties, whose efforts may not be successful.


                                       15
<PAGE>

THE COMPANY HAS NOT GENERATED ANY REVENUE FROM PRODUCT SALES TO DATE; IT HAS A
HISTORY OF NET LOSSES AND NEGATIVE CASH FLOW, AND MAY NEVER ACHIEVE OR MAINTAIN
PROFITABILITY.

The Company has not generated any revenue from product sales to date and may
never generate revenues from product sales in the future. Even if the Company
does achieve significant revenues from product sales, it expects to incur
significant operating losses over the next several years. The Company has never
been profitable, and may never become profitable. The Company may need to raise
additional capital during the next twelve months. If the Company engages in
acquisitions of companies, products, or technology in order to execute its
business strategy, it may need to raise additional capital. The Company may be
required to raise additional capital in the future through collaborative
agreements, private financings, and various other equity or debt financings. If
the Company is required to raise additional capital in the future, there can be
no assurance that the additional financing will be available on favorable terms,
or at all.

IF THE COMPANY HAS PROBLEMS WITH ITS CONTRACT MANUFACTURERS, IT'S PRODUCT
DEVELOPMENT AND COMMERCIALIZATION EFFORTS FOR ITS PRODUCT CANDIDATES COULD BE
DELAYED OR STOPPED.

In due course, the Company will sign an agreement(s) with a contract
manufacturing organization or similar supplier, to produce bulk product for
clinical use. It is expected that the Company's contract manufacturer will
produce the active pharmaceutical ingredient under cGMP's for commercial scale
validation and will provide support for chemistry, manufacturing and controls
sections for FDA regulatory filings. The Company has not established and may not
be able to establish arrangements with such manufacturers for these ingredients
or products and no guarantees are available to ensure supplies become available
or that the contract manufacturer will be able to adequately perform its
responsibilities. Difficulties in the Company's relationship with its
manufacturer or delays or interruptions in such manufacturer's supply of its
requirements could limit or stop its ability to provide sufficient quantities of
its products, on a timely basis, for clinical trials and, if the Company's
products are approved, could limit or stop commercial sales, which would have a
material adverse effect on its business and financial condition.

THE COMPANY'S INABILITY TO RETAIN KEY MANAGEMENT AND SCIENTIFIC PERSONNEL COULD
NEGATIVELY AFFECT ITS BUSINESS.

The Company's success depends on the performance of key management and
scientific employees with biotech experience. Given its small staff size and
programs currently under development, the Company depends substantially on its
ability to hire, train, retain and motivate high quality personnel, especially
its management team and scientific advisors. If the Company were to lose one or
more of its key management or scientific advisors, then it would likely lose
some portion of its institutional knowledge and technical know-how, potentially
causing a substantial delay in one or more of its development programs until
adequate replacement personnel and advisors could be hired and trained.


                                       16
<PAGE>

THE COMPANY'S STOCK PRICE IS SUBJECT TO SIGNIFICANT VOLATILITY.

The stock price may be subject to significant volatility. The following factors,
in addition to other risks and uncertainties described in this section and
elsewhere in this report, may cause the market price of the Company's common
stock to fall. The Company participates in a highly dynamic industry, which
often results in significant volatility in the market price of common stock
irrespective of company performance. Fluctuations in the price of common stock
may be exacerbated by conditions in the healthcare and technology industry
segments or conditions in the financial markets generally.

RECENT TRADING IN THE COMPANY'S STOCK HAS BEEN LIMITED, SO INVESTORS MAY NOT BE
ABLE TO SELL AS MUCH STOCK AS THEY WANT TO AT PREVAILING MARKET PRICES.

Trading volume has been limited. If limited trading in the Company's stock
continues, it may be difficult for investors to sell their shares in the public
market at any given time at prevailing prices.

RISKS RELATED TO THE COMPANY'S INDUSTRY COMPLIANCE WITH THE EXTENSIVE GOVERNMENT
REGULATIONS TO WHICH THE COMPANY IS SUBJECT IS EXPENSIVE AND TIME CONSUMING, AND
MAY RESULT IN THE DELAY OR CANCELLATION OF PRODUCT SALES, INTRODUCTIONS OR
MODIFICATIONS.

Extensive industry regulation has had, and will continue to have, a significant
impact on the Company's business. All biopharmaceutical companies, including
Enhance, are subject to extensive, complex, costly and evolving regulation by
the United States federal government, principally the FDA and to a lesser extent
by the U.S. Drug Enforcement Administration ("DEA"), and foreign and state
government agencies. The Federal Food, Drug and Cosmetic Act, the Controlled
Substances Act and other domestic and foreign statutes and regulations govern or
influence the testing, manufacturing, packing, labeling, storing, record
keeping, safety, approval, advertising, promotion, sale and distribution of
products. Under certain of these regulations, the Company and its contract
suppliers and manufacturers are subject to periodic inspection of its or their
respective facilities, procedures and operations and/or the testing of products
by the FDA, the DEA and other authorities, which conduct periodic inspections to
confirm that the Company and its contract suppliers and manufacturers are in
compliance with all applicable regulations. The FDA also conducts pre-approval
and post-approval reviews and plant inspections to determine whether the
Company's systems, or its contract suppliers' and manufacturers' processes, are
in compliance with cGMP and other FDA regulations.

In addition, the FDA imposes a number of complex regulatory requirements on
entities that advertise and promote pharmaceuticals, including, but not limited
to, standards and regulations for direct-to-consumer advertising, off-label
promotion, industry-sponsored scientific and educational activities, and
promotional activities involving the Internet.

The Company is dependent on receiving FDA and other governmental approvals prior
to manufacturing, marketing and shipping its products. Consequently, there is
always a risk that the FDA or other applicable governmental authorities will not
approve the Company's products, or will take post-approval action limiting or
revoking its ability to sell its products, or that the rate, timing and cost of
such approvals will adversely affect its product introduction plans or results
of operations.


                                       17
<PAGE>

THE COMPANY'S SUPPLIERS AND CONTRACT MANUFACTURERS ARE SUBJECT TO REGULATION BY
THE FDA AND OTHER AGENCIES, AND IF THEY DO NOT MEET THEIR COMMITMENTS, THE
COMPANYWOULD HAVE TO FIND SUBSTITUTE SUPPLIERS OR MANUFACTURERS, WHICH COULD
DELAY THE SUPPLY OF ITS PRODUCTS TO MARKET.

Regulatory requirements applicable to pharmaceutical products make the
substitution of suppliers and manufacturers costly and time consuming. The
Company has no internal manufacturing capabilities and is, and expects to be in
the future, entirely dependent on contract manufacturers and suppliers for the
manufacture of its products and for their active and other ingredients. The
disqualification of these suppliers through their failure to comply with
regulatory requirements could negatively impact the Company's business because
the delays and costs in obtaining and qualifying alternate suppliers (if such
alternative suppliers are available, which the Company cannot assure) could
delay clinical trials or otherwise inhibit the Company's ability to bring
approved products to market, which would have a material adverse affect on the
Company's business and financial condition.

THE COMPANY MAY BE REQUIRED TO INITIATE OR DEFEND AGAINST LEGAL PROCEEDINGS
RELATED TO INTELLECTUAL PROPERTY RIGHTS, WHICH MAY RESULT IN SUBSTANTIAL
EXPENSE, DELAY AND/OR CESSATION OF THE DEVELOPMENT AND COMMERCIALIZATION OF ITS
PRODUCTS.

The Company relies on licensing agreements and patents to protect its
intellectual property rights. The strength of this protection, however, is
uncertain. For example, it is not certain that:

      o     the Company's and/or licensors' patents and pending patent
            applications cover products and/or technology that it and/or they
            invented first;

      o     the Company and/or its licensor was the first to file patent
            applications for these inventions;

      o     others will not independently develop similar or alternative
            technologies or duplicate the Company's and/or its licensors'
            technologies;

      o     any of the Company's and/or its licensors' pending patent
            applications will result in issued patents; and

      o     any of the Company's or its licensors' issued patents, or patent
            pending applications that result in issued patents, will be held
            valid and infringed in the event the patents are asserted against
            others.

The Company currently licenses several U.S. and foreign patents and also has
pending patent applications. There can be no assurance that the Company's or its
licensors' existing patents, or any patents issued to it or its licensors as a
result of such applications, will provide a basis for commercially viable
products, will provide the Company with any competitive advantages, or will not
face third-party challenges or be the subject of further proceedings limiting
their scope or enforceability.

The Company may become involved in interference proceedings in the U.S. Patent
and Trademark Office to determine the priority of the Company's or its
licensors' inventions. In addition, costly litigation could be necessary to
protect the Company's patent position. The Company will also rely on trademarks
to protect the names of its products. These trademarks may be challenged by
others. If the Company enforces its trademarks against third-parties, such


                                       18
<PAGE>

enforcement proceedings may be expensive. The Company also relies on trade
secrets, un-patented proprietary know-how and continuing technological
innovation that it seeks to protect with confidentiality agreements with
licensors, employees, consultants and others with whom the Company discusses its
business. Disputes may arise concerning the ownership of intellectual property
or the applicability or enforceability of these agreements, and the Company
might not be able to resolve these disputes in its favor.

In addition to protecting the Company's own intellectual property rights, third
parties may assert patent, trademark or copyright infringement or other
intellectual property claims against the Company based on what they believe are
their own intellectual property rights. The Company may be required to pay
substantial damages, including but not limited to treble damages, for past
infringement if it is ultimately determined that its products infringe a third
party's intellectual property rights. Even if infringement claims against the
Company are without merit, defending a lawsuit takes significant time, may be
expensive and may divert management's attention from other business concerns.
Further, the Company may be stopped from developing, manufacturing or selling
its products until it obtains a license from the owner of the relevant
technology or other intellectual property rights. If such a license is available
at all, it may require the Company to pay substantial royalties or other fees.

IF THIRD-PARTY REIMBURSEMENT IS NOT AVAILABLE, THE COMPANY'S PRODUCTS MAY NOT BE
ACCEPTED IN THE MARKET.

The Company's ability to earn sufficient returns on its products will depend in
part on the extent to which reimbursement for its products and related
treatments will be available from government health administration authorities,
private health insurers, managed care organizations and other healthcare
providers.

Third-party payers are increasingly attempting to limit both the coverage and
the level of reimbursement of new drug products to contain costs. Consequently,
significant uncertainty exists as to the reimbursement status of newly approved
healthcare products. If the Company succeeds in bringing one or more of its
product candidates to market, third-party payers may not establish adequate
levels of reimbursement for its products, which could limit their market
acceptance and result in a material adverse effect on the Company's financial
condition.

THE COMPANY FACES INTENSE COMPETITION AND RAPID TECHNOLOGICAL CHANGE THAT COULD
RESULT IN THE DEVELOPMENT OF PRODUCTS BY OTHERS THAT ARE SUPERIOR TO THE
PRODUCTS THE COMPANY IS DEVELOPING.

The Company has numerous competitors in the United States and abroad, including,
among others, major pharmaceutical and specialized biotechnology firms,
universities and other research institutions that may be developing competing
products. Such competitors may include Pfizer Inc., Lilly IOCS LLC,
GlaxoSmithKline, and Bayer Pharmaceuticals, among others. These competitors may
develop technologies and products that are more effective or less costly than
the Company's current or future product candidates or that could render its
technologies and product candidates obsolete or noncompetitive. Many of these
competitors have substantially more resources and product development,
manufacturing and marketing experience and capabilities than the Company does.
In addition, many of the Company's competitors have significantly greater
experience than the Company's does in undertaking pre-clinical testing and
clinical trials of pharmaceutical product candidates and obtaining FDA and other
regulatory approvals of products and therapies for use in healthcare.


                                       19
<PAGE>

THE COMPANY IS EXPOSED TO PRODUCT LIABILITY CLAIMS, AND INSURANCE AGAINST THESE
CLAIMS MAY NOT BE AVAILABLE TO IT ON REASONABLE TERMS OR AT ALL.

The Company might incur substantial liability in connection with clinical trials
or the sale of its products. Product liability insurance is expensive and in the
future may not be available on commercially acceptable terms, or at all. A
successful claim or claims brought against the Company in excess of its
insurance coverage could materially harm its business and financial condition.

ITEM 2. DESCRIPTION OF PROPERTY,

Our headquarters are located at 712 5th Avenue, 19th Floor, New York, NY,
10019-4108, where we lease serviced office space of approximately one hundred
square feet under a month-to-month lease from Bioaccelerate Inc. an affiliated
third party. The Company leases its European office, located at 32 Haymarket,
London SW1Y 4TP, on a month-to-month basis also from Bioaccelerate Inc. The
total rent charge is approximately $4,635 per month including office services.
We anticipate that the Company will be able to maintain the monthly lease, and
that this facility, consisting of serviced office space for one to two people
and access to meeting rooms and associated support services as required will be
adequate for our operations through the end of fiscal year 2004.

ITEM 3. LEGAL PROCEEDINGS

Not applicable.

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

On February 24, 2003, security holders were asked to vote on the acquisition of
EU Laboratories Limited, and the disposal of the print businesses. A majority of
security holders voted in favor of the transaction. In connection therein, a
majority of security holders voted in favor of the following items: name change
to Oncthera, Inc.; a 1 for 10 reverse split of the issued and outstanding shares
of the Company; purchase of all outstanding common stock of EU Laboratories
Limited in exchange for 15,000,000 shares of stock in the Company.

On November 7th, 2004, a majority of security holders voted in favour of the
change of name to Evolve Oncology Inc.

On March 12, 2004, security holders were asked to vote on to authorize and
approve: (i) an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of common stock, par value $.001 of the
Company from 25,000,000 shares to 100,000,000 and authorize 25,000,000 shares of
preferred stock, par value $.001 of the Company, which may be issued in one or
more series, with such rights, preferences, privileges and restrictions as shall
be fixed by the Company's Board of Directors from time to time; and, (ii) an
amendment to the Company's Certificate of Incorporation to affect a two (2) for
one (1) forward split of the Company's issued and outstanding shares as of March
1, 2004 with all fractional shares rounded to the nearest whole. A majority of
security holders voted in favor of the transaction with an effective date of
April 7, 2004.


                                       20
<PAGE>

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

During the year ended February 29, 2004, our common stock was traded in the
Over-The- Counter ("OTC") market and quoted on the Electronic Bulletin Board
(the "Bulletin Board") un the symbol "EVON.OB". The trading volume of the common
stock is limited. This limited trading volume creates the potential for
significant changes in the trading price of the common stock as a result of a
relatively minor changes in the supply and demand. It is likely that trading
prices will fluctuate in the future without regard to our business activities.

The following table presents the high and low bid quotations for the Common
Stock as reported by the OTC Bulletin Board for each quarter during the year
ended February 29, 2004. Such prices reflect inter-dealer quotations without
adjustments for retail markup, markdown or commission, and do not necessarily
represent actual transactions. There has been no solicitation of the sale or
purchase of the Common Stock. The price for the common stock has approximately
ranged in price as follows:

            2004:                       HIGH          LOW

Quarter Ended May 31, 2003              3.25          1.85
Quarter Ended August 31, 2003           3.25          3.00
Quarter Ended November 30, 2003         4.25          3.00
Quarter Ended February 29, 2004         4.25          3.00

STOCKHOLDERS
There are approximately 160 shareholders of record of our common stock.

DIVIDENDS
The Company has not paid any dividends to date and does not plan to pay
dividends in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The company
has made allocation for up to ten percent of the stock for allocation to staff
and officers under authorised equity compensation plans; however no plan was
instigated in the reported year while the company established structure and
personnel to manage it. It is expected that a plan will be submitted to the
Board for implementation early in the next financial year.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD LOOKING STATEMENTS

This Form 10-KSB contains forward-looking statements. Such statements consist of
any statement other than a recitation of historical facts and can be identified
by words such as may, expect, anticipate, estimate, hopes, believes, continue,
intends, seeks, contemplates, suggests, envisions or comparable language. These
forward-looking statements are based largely on our expectations and are subject
to a number of risks and uncertainties, including but not limited to: those
risks associated with our ability to identify and raise additional capital to
complete our product development programs; our ability to raise, and our
allocation of, resources as necessary to continue operations; our ability to
generate cash flow from revenue or other sources; our ability to use our capital
stock for acquisitions, paying expenses or other disbursements, attracting
personnel or contractors and other business uses. Many of these factors are
beyond our management's control. These uncertainties could cause our actual
results to differ materially from the expectations reflected in these
forward-looking statements. In light of these risks and uncertainties, we cannot
be certain that the forward-looking information contained in this annual report
on Form 10-KSB will, in fact, occur. Potential investors should consider
carefully the previously stated factors, as well as the more detailed
information contained elsewhere in this Form 10-KSB, before making a decision to
invest in our common stock.


                                       21
<PAGE>

The following is a discussion of our financial condition and results of
operations as of the date of this Form 10-KSB. This discussion and analysis
should be read in conjunction with the accompanying audited Financial Statements
of the Company, including the Notes thereto, which are included elsewhere
herein.

GENERAL

Management's Discussion and Analysis presents a review of our consolidated
operating results and financial condition for the fiscal years ended February
29, 2004 and February 28, 2003. This discussion and analysis is intended to
assist in understanding the financial information of the Company presented
elsewhere herein. This section should be read in conjunction with our
consolidated financial statements and the related notes, as well as ITEM 1.
Description of Business, of this Form 10-KSB.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses. In consultation with our Board of Directors, we have identified two
accounting principles that we believe are key to an understanding of our
financial statements. These important accounting policies require management's
most difficult, subjective judgments.

(1) RESEARCH AND DEVELOPMENT

The Company conducts its research and development through various CRO
operations. Such expenses are expense as incurred. Any disruption in the
Company's relationship with these entities could have a material impact on the
Company's future operations.

RESULTS OF OPERATIONS

Evolve Oncology Inc is a company that is acquiring and developing products to
fight cancer. The global cancer market is forecast to grow from $29.4bn in 2001
to $42.8bn in 2007. In this period the innovative cancer therapy market is
forecast to triple from $4.3bn in 2001 to $12.3bn in 2007.The Company's focus on
innovative treatments should benefit from the fact that the leading
pharmaceutical companies in the oncology market will all suffer from multiple
patent expiries in the next four years with existing cytostatic and hormonal
therapies. This creates a clear market opportunity for niche drug discovery
companies focusing on innovative technologies as the large pharmaceutical
companies will be looking to enhance their existing portfolios with new
products.


                                       22
<PAGE>

Management believes by focusing on innovative cancer therapies it will be
possible to develop multiple drug candidates. Evolve Oncology will take
development stage candidates which have commercial potential and take these
products through early stage clinical trials to prove efficacy and safety.
Evolve Oncology will then look to license the products to partners who will take
the economic burden of multi center clinical trials. Evolve Oncology will look
to license US rights whilst maintaining the European rights.

Although the US is the single most lucrative market the European market is
extremely valuable. The European market is broken down into five main
marketplaces UK, Germany, France, Italy and Spain. These five marketplaces have
a prevalent patient population of approximately 3.4mn as compared to 3.3mn in
the US (by main disease area excluding skin cancer).Innovative Oncology will
look to establish niche oncology sales forces in these markets whilst licensing
its products in other smaller European territories. Evolve Oncology Inc will
also look to develop niche drugs which large pharmaceutical companies will not
develop as they do not have potential blockbuster status.

During the year ended February 29, 2004, work continued on the product
development programs as planned and the individual items are detailed below. The
year ended February 29, 2004, compared to the year ended February 28, 2003:

General and administrative expenses increased from $114,377 in the year ended
February 28, 2003, to $1,482,476 in fiscal 2004. The main reason for the
increase was the further development of the Company's infrastructure to support
its planned growth. Such costs were primarily wages and consulting fees.

Research & Development expenses for the year ended February 28, 2004, were
$136,754. The majority of these expenses were in connection with the development
of several of our product candidates.

Liquidity & Capital Resources - We are actively seeking strategic alliances in
order to develop and market our range of products.

We receive adhoc financial support as it is needed from a related party,
Bioaccelerate Inc. However, a failure to raise additional capital would raise
substantial doubt about our ability to remain a going concern for a reasonable
period of. The financial statements do not include any adjustments relating to
the recoverability or classification of assets or the amounts and classification
of liabilities that might result from the outcome of this uncertainty. Our
existence is dependent on our ability to obtain additional financing sufficient
to allow us to meet our obligations as they become due and to achieve profitable
operations.

We plan to meet our working capital needs in the coming fiscal year through a
combination of the Bioaccelerate facility, financing and licensing of products
from EU Laboratories Limited. There can be no assurance as to whether or when we
will generate material revenues or achieve profitable operations.

We have insufficient relevant operating history upon which an evaluation of our
performance and prospects can be made. We are still subject to all of the
business risks associated with a new enterprise, including, but not limited to,
risks of unforeseen capital requirements, lack of fully-developed products,
failure of market acceptance, failure to establish business relationships,
reliance on outside contractors for the manufacture and distribution, and
competitive disadvantages against larger and more established companies. The
likelihood of our success must be considered in light of the development cycles
of new products and technologies and the competitive environment in which we
operate.


                                       23
<PAGE>

The Company's viability as a going concern is dependent upon raising additional
capital, and ultimately, having net income. Our limited operating history,
including our losses, primarily reflect the operations of its early stage.

Before our operating plan can be effected, we will require additional financing.
Furthermore, in the event our plans change or our assumptions change or prove to
be inaccurate, we could be required to seek additional financing sooner than
currently anticipated. Any additional financing may not, however, be available
to us when needed on commercially reasonable terms, or at all. If this were to
occur, our business and operations would be materially and adversely affected.

Based on our operating plan, we are seeking arrangements for long-term funding
through additional capital raising activities. The Company is actively reviewing
various avenues to raise finance and we are currently visiting with and meeting
a number of potential investors.


                                       24
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


The Board of Directors
Evolve Oncology, Inc.


We have audited the accompanying consolidated balance sheet of Evolve Oncology,
Inc. (the Company) as of February 29, 2004, and the related consolidated
statements of operations, changes in stockholders' deficit and cash flows for
the year ended February 29, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Evolve Oncology, Inc. as of
February 29, 2004, and the results of their operations and their cash flows for
the year ended February 29, 2004, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in the accompanying notes to the
financial statements, the Company has a working capital deficit and has suffered
recurring losses to date, which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in the accompanying notes to the financial statements. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

\S\ Chisholm Bierwolf & Nilson, LLC

Chisholm Bierwolf & Nilson, LLC
Bountiful, Utah
December 15, 2005


                                       25
<PAGE>

                               EVOLVE ONCOLOGY INC
                           CONSOLIDATED BALANCE SHEET

                                                                    February 29,
                                                                        2004
                                                                    -----------
ASSETS
Current assets
Accounts receivable                                                         374
                                                                    -----------
Total current assets                                                        374
                                                                    -----------
TOTAL ASSETS                                                                374
                                                                    ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable                                                        627,904
Related Party payable                                                    17,408
Accrued expenses and other Liabilities                                   86,225
                                                                    -----------
Total Current Liabilities                                               731,537
                                                                    -----------
TOTAL LIABILITIES                                                       731,537
                                                                    -----------

STOCKHOLDERS' DEFICIT
Common stock, par value $0.001,
25,000,000 shares authorized,
21,431,492 shares issued and outstanding                                 21,431
Additional paid-in capital                                           17,092,650
Accumulated deficit                                                 (17,775,695)
Accumulated other comprehensive Income/deficit                          (69,549)
                                                                    -----------
TOTAL STOCKHOLDERS' DEFECIT                                            (731,163)
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFECIT                                 374
                                                                    ===========

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


                                       26
<PAGE>

                              EVOLVE ONCOLOGY INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                   From inception
                                                 February 15, 2001
                                   Year Ended     to February 29,
                               February 29, 2004       2004
                               ----------------- -----------------

Revenue                            $          0    $          0
Operating expenses:
Research and development                136,754         203,842
General and administrative            1,482,476       1,596,853

Total Expenses                        1,619,230       1,800,695

Other Expenses:
Loss on Impairment of asset          15,975,000      15,975,000


Loss From Operation Before Taxes    (17,594,230)    (17,775,695)

Taxes                                         0               0

Net Loss                            (17,594,230)    (17,775,695)


A summary of the components of other comprehensive loss for the year ended
February 28, 2004 and 2003 is as follows:

                                 February 28, 2004
                                 -----------------

Net Loss                            (17,594,230)

Foreign Currency Translation Loss       (63,991)

Comprehensive Loss                  (17,658,221)



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


                                       27
<PAGE>

                              EVOLVE ONCOLOGY INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFECIT
     FOR THE PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH FEBRUARY 29, 2004

<TABLE>
<CAPTION>
                                        Common Stock                    Additional      Accumulated     Accumulated Other
                                           Shares           Amount    Paid-in Capital     Deficit   Comprehensive Income/loss
                                           ------           ------    ---------------     -------   -------------------------
<S>                                        <C>                <C>     <C>               <C>            <C>
Balance February 15, 2001                  1,581,492          1,581              0              0              0

Balance February 28, 2002                  1,581,492          1,581              0              0              0

Foreign currency translation                                                                              (5,558)

Net loss for the fiscal period ended
February 28, 2003                                                                        (181,465)

Balance February 28, 2003                  1,581,492          1,581              0       (181,465)        (5,558)

Common stock issued to Consultants at
$3.25 per share                              350,000            350      1,137,150

Issuance of shares for the acquisition
of EU Laboratories                        15,000,000         15,000        (15,000)

Issuance of shares for the acquisition
of Antibody Technologies at $3.55 per
share                                      4,500,000          4,500     15,970,500

Net loss for the fiscal year ended
February 29, 2004                                                                     (17,594,230)       (63,991)

Balance February 29, 2004                 21,431,492         21,431     17,092,650    (17,775,695)       (69,549)
</TABLE>





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


                                       28
<PAGE>

                              EVOLVE ONCOLOGY INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           From Inception
                                                                          February 15, 2001
                                                      February 29, 2004  to February 29, 2004
                                                      -----------------  --------------------
<S>                                                       <C>              <C>
Cash flows from operating activities
Net loss                                                  $(17,594,230)    (17,775,695)
Adjustments to reconcile net loss to net cash (used) in
operating activities:
Stock issued for services                                    1,137,500       1,138,315
Impairment of asset                                         15,975,000      15,975,000
Increase (decrease) in receivables                               1,207             392
Increase (decrease) in accounts payable and accrued
liabilities                                                    527,106         714,129

Net cash (used) in operating activities                   $     46,583          52,141

Cash flows from investing activities:                                0               0

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Related Party                                     17,408          17,408
Net cash provided by financing activities                       17,408          17,408
Effect of exchange rate                                        (63,991)        (69,549)

Net increase in cash/cash equivalents                                0               0
Cash at beginning of period                                          0               0

Cash, end of period                                       $          0               0

Supplemental cash flow information:
Cash paid for interest                                    $          0               0
Cash paid for taxes                                       $          0               0
</TABLE>


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


                                       29
<PAGE>

                               EVOLVE ONCOLOGY INC
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2004

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Corspan Inc. changed its name on March 1, 2003 to Oncthera Inc. Beginning in
March 2003, Oncthera Inc. conducted its operations through its wholly owned
subsidiary, EU Laboratories Limited ("EUL"), located in the United Kingdom. EU
Laboratories Limited is a biotechnology company that is developing several
potential pharmaceutical products. Oncthera, Inc. changed its name on November
7, 2003 to Evolve Oncology, Inc (the Company).

The financial information presented below includes the operations of EU
Laboratories for the fiscal year ended February 29, 2004.

1. Principles of Consolidation

The consolidated financial statements include the amounts of the Company and its
wholly owned subsidiary, EUL and Antibody Technologies Inc, acquired by the
Company during March and February of 2004, respectively.

2. Revenue Recognition

The Company applies the provisions of SEC Staff Accounting Bulletin ("SAB") No.
104, REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB 104"), provides guidance
on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. The SAB 104 outlines the basic criteria that must
be met to recognize revenue and provides guidance for disclosure related to
revenue recognition policies. In general, the Company recognizes revenue related
to services provided when (i) persuasive evidence of an arrangement exists, (ii)
delivery has occurred or services have been rendered, (iii) the fee is fixed or
determinable and (iv) collectibility is reasonably assured.

Revenues are recognized in the period in which fees are fixed or determinable
and the related services are provided to the customer. It is expected that the
Company's customers will generally pay in arrears for its services by check or
electronic check payment, and revenue is then recognized ratably over the period
in which the related services are provided. Any advance payments from customers
will be recorded on the balance sheet as deferred revenue. In circumstance where
payment is not received in advance, revenue is only recognized if collectibility
is reasonably assured.

At February 29, 2004 and February 28, 2003 the company had no revenue.

3. Income Taxes

The Company utilizes the liability method of accounting of income taxes. Under
the liability method, deferred income tax assets and liabilities are provided
based on the difference between the financial statements and tax basis of assets
and liabilities measured by the currently enacted tax rates in effect for the
years in which these differences are expected to reverse. Deferred tax expense
or benefit is the result of changes in deferred tax assets and liabilities.


                                       30
<PAGE>

                               EVOLVE ONCOLOGY INC
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2004

4. Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management of the
Company to make estimates and assumptions affecting the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, as well as revenues and expenses during
the reporting period. The amounts estimated could differ from actual results.

5. Net Loss Per Common Share

Net loss per common share, basic and dilutive, has been computed using the
weighted average common shares outstanding at the date of the financial
statements. The company has no potential dilutive securities.


                          For the Year Ended
                          February 29, 2004

Basic Earnings per share:
Income (Loss) (numerator)   $(17,594,230)

Shares (demoninator)          17,102,325

Per Share Amount            $      (1.03)


6. Comprehensive Income

Comprehensive income/(loss) represents net income/(loss) plus the effect of
foreign currency translation adjustments on consolidation.

7. Recently issued Accounting Standards

FIN NO. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES

In January 2003, the FASB issued FASB Interpretation No. 46, ("FIN 46"),
Consolidation of Variable Interest Entities ("VIE"). Until this interpretation,
the Company generally included entities in its consolidated financial statements
only if it controlled the entity through voting interests. FIN No. 46 requires a
variable interest entity, as defined, to be consolidated by a company if that
company is subject to a majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's residual
returns. FIN No. 46 is effective for reporting periods ending after December 15,
2003. The adoption of FIN No. 46 did not have a material impact on the Company's
Consolidated Financial Statements as of February 29, 2004.


                                       31
<PAGE>

                               EVOLVE ONCOLOGY INC
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2004


SAB NO. 104, REVENUE RECOGNITION

On December 2003, the SEC issued SAF No. 104. SAB No. 104 revises or rescinds
portions of the interpretative guidance included in Topic 13 of the codification
of staff accounting bulletins in order to make this interpretive guidance
consistent with current authoritative accounting and auditing guidance and SEC
rules and regulations. It also rescinds the Revenue Recognition in Financial
Statements Frequently Asked Questions and Answers document issued on conjunction
with Topic 13. Selected portions of that document have been incorporated into
Topic 13. The adoption of SAB No. 104 did not have a material impact on the
Company's financial position, results of operations or cash flows as of February
29, 2004.

FAS NO. 150, ACCOUNTING FOR CERTAIN INSTRUMENTS WITH CHARACTERISTICS OF BOTH
LIABILITIES AND EQUITY

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150
("SFAS 150"), "Accounting for Certain Instruments with Characteristics of Both
Liabilities and Equity." SFAS 150 establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). SFAS 150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. As permitted, the Company
adopted SFAS 150 on September 1, 2003. The adoption of SFAS 150 did not have a
material impact on the Company's financial statements as of February 29, 2004.

8. Commitments

The Company leases its office facilities in New York and London, from a related
party, for aggregate monthly rents of $4,635. A lease agreement is completed on
September 1 each year between the company and the leaser. The existing lease
expires on August 31, 2004 and is renewed at such time for the upcoming year.
Therefore, the following table outlines the Company's 5 year estimated lease
commitments as of February 29, 2004.

    Year ending


          28-Feb-05        $      32,445
          28-Feb-06
          28-Feb-07
          29-Feb-08
          28-Feb-09

                           --------------
                                  32,445
                           ==============

The company entered into a License Agreement with Clinical Resource Management
plc on 7th November 2002, in relation to EVO 022, EVO 033 and EVO 044, this
agreement provides for a royalty of 10% on future sales of the marketed
products.


                                       32
<PAGE>

                               EVOLVE ONCOLOGY INC
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2004

9. Related party payable

At February 29, 2004 a Related party payable with Bioaccelerate Inc., a parent
company of Evolve Oncology Inc., consisted of the following:


                                                                  2004

Related party payable, unsecured, non-interest bearing     $       17,408
                                                                   ------
Total Related party payable                                $       17,408


10. Stockholders' Equity

In March of 2003, the Company issued $15,000,000 shares of common stock, for the
acquisition of all assets and liabilities of EU Laboratories, Inc. Such
transaction was a reverse acquisition, with a 10-1 reverse stock split.
Therefore, a reverse acquisition adjustment was made to common stock in the
amount of $14,234, and accumulated deficit and Accumulated Other Comprehensive
Income/loss was credited for the same amount as of February 15, 2001.
Additionally, the activity of EU Laboratories from inception was recorded on the
Company's financial statements.

In October 2003, the Company issued 350,000 shares of common stock at a price of
$3.25 per share to consultants for services performed on behalf of the Company.
Accordingly, common stock and additional paid-in-capital were credited in the
amounts of $350 and $1,137,150, respectively. General and Administrative expense
was recorded in the amount of $1,137,500.

In February of 2004, the Company issued 4,500,000 of common stock at $3.55 per
share, for the acquisition of Antibody Technologies. The acquisition of Antibody
Technologies was initiated for a license agreement owned by the company,
otherwise Antibody Technologies, had no assets or liabilities (see Note 11).
Accordingly, common stock and additional paid-in-capital were credited in the
amounts of $4,500 and $15,970,500, respectively. An asset of $15,975,000 was
also recorded and then subsequently written off as discussed below in Note 11.

11. Intangible assets

As discussed in Note 10 above, in February 2004, the Company acquired Antibody
Technologies, a biotech company. This company was acquired through a share only
purchase that involved the issuance of 4,500,000 shares of common stock of the
Company. The sole asset of Antibody Technologies was a license agreement to use
intellectual properties of a biotech nature. The market price per share of the
Company on the date of acquisition was $3.55, therefore, an intangible asset was
recorded in the amount of $15,975,000. The intangible asset recorded at the time
of acquisition was determined by the Company's Board of Directors to be a finite
life asset, to be amortized over a useful life of 10 years. This determination
was due to the fact that the only value that was in Antibody Technologies was in
the owned licence to use certain intellectual property. In the biotech sector,
research and development is fast moving and dynamic in nature. This means that
research will have a relatively short economic life as it can soon become
redundant as other research advances it.


                                       33
<PAGE>

                               EVOLVE ONCOLOGY INC
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2004

The Company's Board of Directors, review all intangible assets at least on a
yearly basis and when assessing the value of the intangible asset of Antibody
Technologies, the Board of Directors determined that it had no value and no
potential revenue stream. Therefore, for the year ended February 29, 2004, the
asset was determined impaired, and was written to $0. Accordingly, a charge in
the amount of $15,975,000 was recorded to Other Expense in the year ended
February 29, 2004.

12. GOING CONCERN

Our financial statements are prepared using accounting principles generally
accepted in the United States of America generally applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. Currently, we do not have
significant cash or other material assets, nor do we have an established source
of revenues sufficient to cover our operating costs and to allow us to continue
as a going concern. We do not currently possess a financial institution source
of financing and we cannot be certain that our existing sources of cash will be
adequate to meet our liquidity requirements. These conditions raise substantial
doubt about our ability to continue as a going concern.

To meet our present and future liquidity requirements, we will seek additional
funding through private placements, conversion of outstanding loans and payables
into common stock, development of the business of our newly-acquired
subsidiaries, entering into loans and other types of financing arrangements such
as convertible debentures, and through additional acquisitions that have
sufficient cash flow to fund subsidiary operations. The company has in place a
credit facility with a related party as described in Note 9. This provides
funding for the working capital requirements of the Company and it is intended
that this will be the primary means of funding the Company's operations for the
foreseeable future. There can be no assurance that we will be successful in
obtaining more debt and/or equity financing in the future or that our results of
operations will materially improve in either the short- or the long-term. If we
fail to obtain such financing and improve our results of operations, we will be
unable to meet our obligations as they become due.

The Company's future capital requirements will depend on our ability to
successfully implement these initiatives and other factors, including our
ability to generate revenues as a result of products we intend to bring to
market.


                                       34
<PAGE>

                               EVOLVE ONCOLOGY INC
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2004

13. Subsequent Events

Effective from and including the period ending November 30, 2003, the SEC
required all review and audit work to be undertaken by PCAOB registered
auditors. Evolve had filed up to and including quarter ending May 31, 2004 but
the review and audit work for these periods had been undertaken by an
unregistered auditor. The company subsequently engaged Chisholm, Bierwolf &
Nilson LLC as their new auditors and commenced review and audit work from and
including the period ending November 30, 2003. Hence, refiling of financial
statements with the SEC for the period ended November 30, 2003, year ended
February 29, 2004, and all subsequent periods is required.

In the second quarter of the fiscal year ended February 28, 2005, the Company's
research and development activities escalated and, thus, there was a substantial
increase in research and development costs, with a corresponding increase in the
Company's Current Liabilities.

NOTE B - BASIS OF PRESENTATION AND REALIZATION OF ASSETS

The financial statements have been prepared on a basis that contemplates the
Company's continuation as a going concern and the realization of our assets and
liquidation of our liabilities in the ordinary course of business. The Company's
continued existence is dependent on its ability to obtain additional financing
sufficient to allow it to meet its obligations as they become due and to achieve
profitable operations.

The Company's viability as a going concern is dependent upon raising additional
capital, and ultimately, having net income. The Company's limited operating
history, including its losses, primarily reflects the Company's beginning stage
of operations.

The Company requires additional capital principally to meet its costs for the
implementation of its business plan. Should the Company's business plan not
work, then it is anticipated that the Company will not be able to meet its
financial obligations through internal net revenue in the foreseeable future.
Therefore, future sources of liquidity will be limited to the Company's ability
to obtain additional debt or equity funding.

Based on our operating plan, we are seeking arrangements for long-term funding
through additional capital raising activities. The Company is actively reviewing
various avenues to raise finance and we are currently visiting with and meeting
a number of potential investors.

NOTE C - PROVISION FOR INCOME TAXES

Due to the continuing losses, the company does not have any taxable income and
accordingly no tax expense has been recorded.

The Company has a net loss carry forward of approximately $17,775,695 as of
February 29,2004.


                                       35
<PAGE>

                               EVOLVE ONCOLOGY INC
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2004

NOTE D - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

There have been no disagreements with accountants on accounting and financial
disclosure matters.

During the two most recent fiscal years there were no reportable events (as
defined in Regulation S-B Item 304(a)(1)(vi)).

The Company engaged F Hanson Limited as its Independent Accountants as of
November 19, 2002. During the period through November 19, 2002 the Company had
not consulted with F Hanson Limited on items which (1) were or should have been
subject to SAS 50 or (2) concerned the subject matter of a disagreement or
reportable event with the former auditor (as described in Regulation S-B Item
403(a)(2)).

A new ruling implemented by the SEC required all audit and review work to be
undertaken by PCAOB registered auditors from and including the period ending
November 30, 2003. Therefore, we disengaged Hanson for all future audits and
appointed Chisholm, Bierwolf & Nilson LLC as the Company's independent
accountants as they are PCAOB qualified. Chisholm, Bierwolf & Nilson LLC was
engaged to perform a review of the Company's financial statements as of November
30, 2003, and audit the Company's financial statements as of February 29, 2004
and to perform all subsequent fiscal year end audits and quarterly reviews.

NOTE E - CONTROLS AND PROCEDURES

As of April 30, 2004, an evaluation was performed by our Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on such evaluation, our Chief Financial Officer
and Chief Executive Officer concluded that our disclosure controls and
procedures were effective as of April 30, 2004. There have been no significant
changes in our internal controls or in other factors that could significantly
affect internal controls subsequent to April 30, 2004.

                                    PART III

ITEM 8.  DIRECTORS AND EXECUTIVE OFFICERS


Name                       Age              Positions
----                       ---              ---------

Alan Bowen                 62               President & CFO
Ian Warwick                44               CE0

All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respects to the election of directors.

Set forth below is certain biographical information regarding the Company's
executive officers and directors:


                                       36
<PAGE>

Alan G.R. Bowen, the Company's Secretary and director, is a graduate in
Mathematics from Birmingham University (UK) and worked within the UK as a
graduate trainee for Unilever before moving into retailing with British Shoe
Corporation, part of the Sears Group. In 1971, he joined NSS Newsagents and
progressed to become Retail Director and then Group Managing Director. He left
NSS Newsagents after it was taken over by Gallahers Tobacco and formed an
independent business Mayfair Cards, a greetings card company. He retired from
Mayfair Greetings Cards in 1999 and joined Evolve Oncology Inc.

Ian Warwick has been Chief Executive Officer since August 15, 2001. Mr Warwick
was the President and CEO of ICM Resource Limited since 1995 when he founded the
company. From 1994 to 1995, Mr. Warwick was UK Sales Manager at British Printing
Company Ltd, Europe's largest printing company. From 1992 To 1994, Mr. Warwick
was Sales Manager at Graphoprint, a printing company. From 1987 to 1991 Mr
Warwick worked in the advertising and Marketing Industry for various companies
in the Southern USA, Mr. Warwick's role included the control and management of
corporate sponsorship contracts linked to specific events. From 1982 to 1986 Mr
Warwick worked as a consultant in the Oil Business both in the North Sea and
Texas with specific responsibilities for exploration oil wells involving toxic
gases. From 1976 to 1982 Mr. Warwick was a communications specialist in Her
Majesty's Royal Navy, serving in both the Falklands and Middle East. Mr Warwick
received qualifications in Communications and Oil Field Engineering from Leith
Nautical College and Business Management Studies from Newcastle College.

To the best knowledge of management, during the past five years, no present or
former director or executive officer of the Company:

(1) filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by a court
for the business or present of such a person, or any partnership in which he was
a general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer within
two years before the time of such filing;

(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offences);

(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him form or otherwise limiting, the following activities:

      (i)   acting as a futures commission merchant, introducing broker,
            commodity trading advisor, commodity pool operator, floor broker,
            leverage transaction merchant, associated person of any of the
            foregoing, or as an investment advisor, underwriter, broker or
            dealer in securities, or as an affiliated person, director of any
            investment company, or engaging in or continuing any conduct or
            practice in connection with such activity;

      (ii)  engaging in any type of business practice; or

      (iii) engaging in any activity in connection with the purchase or sale of
            any security or commodity or in connection with any violation of
            federal or state securities laws or federal commodity laws;

(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending, or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;


                                       37
<PAGE>

(5) was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in subsequently reversed, suspended, or vacate;

(6) was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal commodities
law, and the judgment in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated.

The Company's Common Stock is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
connection therewith, directors, officers, and beneficial owners of more than
10% of the Company's Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their beneficial ownership of
the Company's Common Stock.

ITEM 9.  EXECUTIVE COMPENSATION

SUMMARY

The Company has not had a profit sharing, or deferred compensation plan for the
benefit of its employees, officers or directors. All profit related bonuses due
to the directors of the Group have been waived during the year.

SUMMARY COMPENSATION TABLE

The following table sets forth information for each of the fiscal periods ended
February 29, 2004, 2003, and 2002, concerning the compensation paid and awarded
to all individuals serving as our executive officers or key employees whose
total annual salary and bonus exceeded $100,000 for these periods:


Name           Position         Year              Salary         Bonus
----           --------         ----              ------         -----

Alan Bowen     President        2004              $0               -

Ian Warwick    CEO              2004              $0               -
                                2003              $123,000         -
                                2002              $123,000         -
                                2001              $123,000         -

CASH COMPENSATION: NONE

BONUSES AND DEFERRED COMPENSATION: NONE.

COMPENSATION PURSUANT TO PLANS: NONE.

PENSION TABLE: NONE.

OTHER COMPENSATION: NONE.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT: There are no
compensatory plans or arrangements of any kind, including payments to be
received from the Company, with respect to any person which would in any way
result in payments to any such person because of his or her resignation,
retirement, or other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.


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<PAGE>

ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTS

The following table sets forth the information, to the best knowledge of the
Company as of June 14 2004, with respect to each person known by the Company to
own beneficially more than 5% of the Company's outstanding common stock, each
director of the Company and all directors and officers of the Company as a
group.

Name and Address                                  Amount and Nature     Percent
of Beneficial Owner                               of Beneficial Owner   Of Class
-------------------                               -------------------   --------

Bioaccelerate Inc (2)
712 Fifth Avenue
New York, New York 10019 ......................            23,857,000     55.31%

Crescendo Holdings Ltd. (3)
Suite F8 International Commercial Centre
Main Road, Gibraltar ..........................             3,750,000      8.69%


First Financial Securities Ltd (4)
STE 6203
1 - 5 Irish Town
Imossi House, Gibraltar .......................             2,400,000      5.56%

JSMCL Capital Limited (5)
Suite F8, International Commercial Ctr
Main Road, Gibraltar ..........................             2,250,000      5.21%

Ian Warwick
666 Third Avenue, 16th Fl
New York, New York 10019 ......................                     0         0%

Alan Bowen
666 Third Avenue, 16th Fl
New York, New York 10019 ......................                     0         0%

All Executive officers
and directors as a group (1 Person) ...........                     0         0%

      1     Based on a total of 43,402,984 shares of common stock outstanding as
            of June 14, 2004 on a fully diluted basis.

      2     Bioaccelerate, is a private corporation, owned of record by several
            private investors.

      3     Crescendo Holdings Limited is a private corporation owned by several
            investors. Mr John Lister has sole voting power.

      4     First Financial Securities Limited is a private company owned by
            several private investors.

      5     JSMCL Capital Limited is a private company owned by several private
            investors.


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<PAGE>

ITEM 11. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN BUSINESS RELATIONSHIPS:

During the period ended February 29, 2004, there were no material transactions
between the Company and its management.

INDEBTEDNESS OF MANAGEMENT:

To the best of Management's knowledge, during the period ended February 29, 2004
there were no material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $60,000, and in which any
director or executive officer, or any security holder who is known by the
Company to own of record or beneficially more than 5% of any class of the
company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.

TRANSACTIONS WITH PROMOTERS:

To the best Knowledge of management, no such transactions exist.

ITEM 12. EXHIBITS AND REPORTS ON FORM 8-K
(A) REPORTS ON FORM 8-K

On March 18, 2003, the company filed an 8-K reporting that the shareholders of
the Company had voted to acquire EU Laboratories Inc and dispose of its print
business, and change its name to Oncthera Inc which is hereby incorporated by
reference.

On July 30th, 2003 the company filed an 8-K/a filing the accounting information
relating to the 8-K filed on March 18th, 2003 which is hereby incorporated by
reference.

On November 25th, 2003 the company filed an 8-k reporting that the shareholders
of the company had approved a name change to Evolve Oncology Inc which is hereby
incorporated by reference.

On 4th February 2004, the company filed an 8-K reporting that it had acquired
Antibody Technologies Inc which is hereby incorporated by reference.

On 4th May, 2004, the company filed an 8-K filing the accounting information
relating to the 8-K filed on 4th February 2004 which is hereby incorporated by
reference.

(B) Exhibits. The following exhibits are filed with this report.

31.1 and 31.2 Written Statement of Chief Executive Officer and Chief Financial
Officer with respect to compliance with Section 13(a) or 15 (d) of the
Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of
2002.

32.1 and 32.2 Written Statement of Chief Executive Officer and Chief Financial
Officer with respect to compliance with Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and pursuant to 18 U.S.C. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002.


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<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned authorized officers.

Dated: December 15, 2005

Evolve Oncology Inc.



                             By: /s/ Nigel Rulewski
                             ------------------------------------
                             Nigel Rulewski
                             CEO
                             (Principal Executive Officer)


                             By: /s/ Alan Bowen
                             ------------------------------------
                             Alan Bowen
                             CFO
                             (Principal Financial Officer)


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