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

                                   FORM 10KSB

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

                                 ONCTHERA INC.

             (Exact name of registrant as specified in its charter)



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

    151 South Ferry Quay
    Liverpool, Merseyside                        L3 4EW
    --------------------------------------       -------
    (Address of principal executive offices)    (Zip Code)


Registrant's telephone number          +44 (0) 151 707 7898
                                       --------------------






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 X  No
   ---   ---

As of July 8, 2002, the following shares of the Registrant's common stock were
issued and outstanding:

25,000,000 shares authorized, $0.001 par value 16,581,492 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

Item 8.   Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure


                        Part III

Item 9.   Directors and Executive Officers

Item 10.  Executive Compensation

Item 11.  Security Ownership of Certain Beneficial
              Owners and Management

Item 12.  Certain Relationships and Related
              Transactions

Item 13.  Exhibits and Reports on Form 8-K




<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF THE BUSINESS

HISTORY AND ORGANIZATION

ONCTHERA 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 is
actively engaged in the business of print management solutions. Under the terms
of the agreement Oncthera Inc. carried out a four for one reverse share split
leaving 1,500,000 shares in issue and then issued 13,500,000 new shares to the
shareholders of ICM.

As described in the subsequent events section of this document, the company has
sold off and transferred all of its interests in the print industry to its own
shareholders, however the accounts presented as part of the filing Form 10KSB
reflect truly the state of the company's financial status as at the end of the
Company's last fiscal year dated February 28, 2003.

The Company through the acquisition of EU Laboratories Limited on 1st March 2003
is now engaged in the research and development of pharmaceutical products, of
which more can be read about in the subsequent events section and managements
discussion and analysis of operations.


ITEM 2. DESCRIPTION OF PROPERTY

The Company's administrative offices are currently located at 151 South Ferry
Quay, Liverpool, Merseyside, L3 4EW .

ITEM 3. LEGAL PROCEEDINGS

None

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

On 24th February 2003, a majority (over 51%) of security holders voted to
transfer the assets of Corspan Inc to Prinstolve Inc, to change the name of the
company to Oncthera Inc, to conduct a 10 for 1 reverse split of the company's
common stock and to acquire EU Laboratories Limited, which was consummated on
March 1, 2003.


<PAGE>



                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON STOCK

The Company's common stock began trading on the OTC Bulletin Board in December
2001 under the trading symbol "CRPN.OB". The symbol has since been changed to
ONCA.OB. Total trading volume of the shares of the Company's common stock has
been minimal since the listing of the shares. The last trade made in the
Company's shares was $6.00 per share.

DIVIDENDS

The Company has not paid any cash dividends to date as does not anticipate
paying cash dividends in the foreseeable future.

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


OVERVIEW

Trading operations for the period discussed within this document were carried
out through the company's wholly owned subsidiaries Corspan Limited, High Low
Global Systems Inc, Campaign Networks Limited, New Media North Limited and Total
Print Solutions Limited, the sale of which is discussed within the subsequent
events section of this document. As such any future looking statements within
this document refers to Oncthera Inc as a group through any or all of its
existing or future trading divisions and or subsidiaries.

When reading this form 10KSB, it has to be noted that the company, as of 1st
March, 2003 has now disposed of all if its operating subsidiaries to its own
shareholders and acquired EU Laboratories Limited. Because of the timing of
these transactions, this form 10KSB reflects and discusses the operations of the
company up to the end of its Fiscal Year 28th February 2003. For more
information on EU Laboratories Limited please view the subsequent events section
of this Form 10KSB along with the filings that have been made on Form 8K which
are incorporated by reference.

SALES

Net sales revenue for the 12 month period ending February 28, 2003 was
$2,677,045 compared to sales of $2,283,613 for the same period in 2002. We not
anticipate any revenue from EU Laboratories Limited for the foreseeable future.

GROSS PROFIT

Gross profit for the 12 month period ending February 28, 2003 was 69% of sales
revenue compared to 21% of sales revenue for the same period ending February 28,
2002. This represents an increase in gross margin percentage of sales revenues
of 48%. Gross margin increased in cash terms by $1,377,230.

GENERAL AND ADMINISTRATIVE EXPENSES

During the 12 month period ending February 28, 2003 we incurred $3,327,560 in
general and administrative expenses, as compared to $2,328,097 for the same
period in 2002. This represents an increase in cost of $999,463.

NET LOSS

Our net loss for the 12 month period ending February 28, 2003 was $2,173,476, or
$0.13 per share basic and diluted, compared with $2,151,011 or $0.14 per basic
and diluted share in 2002. While the loss for 2003 is almost the same as 2002,
the sale of all of the company's operating subsidiaries will bring a significant
change to the future operations of the Company.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have incurred significant and increasing net losses. We anticipate
that we may continue to incur significant operating losses for some time in the
event that our current business plan does not meet expectations.

We have an accumulated deficit of $8,420,391 at February 28, 2003, and negative
working capital of $338,616 at February 28, 2003. These matters, among others,
raise substantial doubt about our ability to remain a going concern for a
reasonable period of time if the company does not raise the additional capital
that it needs. 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.

<PAGE>

We plan to meet our working capital needs in the coming fiscal year through a
combination of 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. Additionally we intend to raise the
necessary equity capital to finance our growth plan during the coming year.

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.

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.

RECENT ACCOUNTING PRONOUNCEMENTS

On June 29, 2001, the Financial Accounting Standards Board (FASB) approved for
issuance Statement of Financial Accounting Standards (SFAS) 141, Business
Combinations, and SFAS 142, Goodwill and Intangible Assets. Major provisions of
these Statements are as follows: all business combinations initiated after June
30, 2001 must use the purchase method of accounting; the pooling of interest
method of accounting is prohibited except for transactions initiated before July
1, 2001; intangible assets acquired in a business combination must be recorded
separately from goodwill if they arise from contractual or other legal rights or
are separable from the acquired entity and can be sold, transferred, licensed,
rented or exchanged, either individually or as part of a related contract, asset
or liability; goodwill and intangible assets with indefinite lives are not
amortized but are tested for impairment annually, except in certain
circumstances, and whenever there is an impairment indicator; all acquired
goodwill must be assigned to reporting units for purposes of impairment testing
and segment reporting; effective January 1, 2002, goodwill will no longer be
subject to amortization.

As permitted, the Company adopted SFAS 142 during the first quarter ending July
31, 2001. Upon adoption, the Company no longer amortized goodwill, thereby
eliminating annual goodwill amortization.

In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 "Accounting for Asset Retirement Obligations" (Statement 143). Statement 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. We are required to adopt Statement 143, for the year
beginning January 1, 2002. The adoption of Statement 143 is not expected to have
a material effect on our consolidated financial position or results of
operations.

The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," in August 2001. SFAS No. 144, which addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of, supercedes SFAS No. 121 and is effective
for fiscal years beginning after December 15, 2001. While the Company is
currently evaluating the impact the adoption of SFAS No. 144 will have on its
financial position and results of operations, it does not expect such impact to
be material.

DEVELOPMENT OF THE BUSINESS

Up until March 16 2001 the Company was a development stage company and its
principal business purpose was to locate and consummate a merger or acquisition
with a private entity engaged in the CD Rom software industry.

On March 16 2001 the company entered into an agreement to acquire 100% of the
issued and outstanding stock of ICM Resource Limited which became the sole
trading activity of the company. ICM Resource Limited is a print facilities
management company. Our clients outsource the whole of their print buying
function of their operation to us. We take on the role of principal in the
purchase of printed material and then "sell" these items to clients. Clients no
longer have to manage a direct relationship with a multitude of suppliers such
as printers, designers, reprographic houses, paper merchants etc.

<PAGE>

As described in the subsequent events section of this document, the company has
sold its interest in ICM subsequent to the reporting period covered by this
document. The company will maintain its existing product and service offerings
through other trading divisions and/or wholly owned subsidiaries within the
group. None of this reorganisation activity takes place within the current
reporting period and has no material effects on the business strategy of the
company. As such any future looking statements within this document refers to
Oncthera Inc as a group through any or all of its existing or future trading
divisions and or subsidiaries.

We operated in an extremely fragmented industry and are pursuing an aggressive
growth and acquisition strategy to provide a bridged solution for traditional
print and digital media content delivery. This consists of strategic acquisition
and integration into our business model. We intend to acquire or invest in
businesses, technologies, products or services that are complementary to our
business.

We have spent the last three years developing an integrated print and digital
content management solution. The development of this solution has involved
expenses in the following areas:

* set up of the internal infrastructure and systems
* upgrading of internal hardware systems to facilitate the solution
* relocation to provide space for personnel and systems
* recruitment of development staff
* market research and analysis
* development of our unique software solution
* licence agreements with third party software developers

We intended to increase our offerings to clients by further developing the
system, which integrates printed media and digital formats. This will allow us
to service clients total needs while achieving significant margin increase and
client lock in.

To take the traditional print management proposition and with the use of Content
and Digital Asset Management Technology, centralize and manage the delivery of
all of our clients communications, through printed and digital media. The
provision of existing services gives us the opportunity to build relationships
based upon customer service and trust with an offering clients can understand
and evaluate. This relationship is expanded to include services that offers a
return at dramatically increased margins and increases clients' dependency upon
us as a service provider. It is the integration of print media with digital
formats that is driving the strategy. A strong ethos of continual innovation
provides opportunities to expand added value services promoting a position of
competitive advantage.


PRODUCTS AND REVENUE STREAMS

Our revenues to date have been derived from the development and marketing of
innovative facilities management services, initially based upon established
corporate print communications management. Revenues will continue to be
generated from the provision of printed materials for the next 36 months.

PORTFOLIO OF SERVICES

* Print Management Services
Repro Graphics
Paper Purchase
Print Placing and Management
Quality Control
Mailing
Fulfilment

* The Management of Integrated  Creative  Services  Complete Design Offering for
Print and Digital Media

* Web Management Services
Site Management
Electronic Catalogue and Content Management Site Analysis and Profiling
* Second Generation Services
Tracker
On-line job status reporting system

Procurement
On line re-ordering system for low end printed materials such as business cards,
stationery and brochures that need minimal amendments prior to re-print

Content Management Services
The management, control and delivery of brand and product related assets into
working documents such as catalogues, brochures, point of sale material,
internet pages and other digital communication channels

Digital Asset Management
The enterprise level management control and distribution of brand and product
related images, text, logo's, video and sound files

Active Archives
Data is made available to clients (or their suppliers) from extensive on line or
near to line archives that can be made ready for print, writing onto portable
storage, such as compact disc, or made available "on-line" to download through
standard internet browsers.

<PAGE>

MANAGEMENT SERVICE PROVISION (MSP)

Western Europe represents an emerging opportunity for ASP and MSP. It is
anticipated that ASP revenues will soar from $93million in 2000 to more than
$5.7billion in 2005, representing a 128% compound average growth rate. `It's
generally accepted that software as a service concept will become the accepted
delivery' (IDC: ` Worldwide ASP Forecast and Analysis, 2001-2005')

The delivery of our second-generation services via an MSP/ASP model offers cost
savings for clients who understand the principles of outsourcing and aim to
reduce internal costs, increase operating margins and re- focus on core
shareholder values.

CUSTOMER PROFILES

We intend to maintain our offering compatible to our existing client profile,
but will supplement this with clients that have a requirement for a
"full-service" proposition and not simply the stereotypical "design, print and
repro management". We are already successfully targeting organizations that use
printed catalogues, direct mail or brochures to communicate with their
customers. For our second generation of services - the Content and Digital Asset
Management Services - our customer profile diversifies into two main types:

Type A - Medium and large sized companies that use essentially printed materials
as their method of communication with their customers, such as a holiday and
travel company. This type of customer is looking to improve the effectiveness of
their communications to their markets, at the same time as reducing their costs.
New technology being applied to the process of producing printed materials,
together with our expertise and experience are the elements of "added value" we
bring to this type of client, which aims to ensure the client's objectives of
improved effectiveness as well as cost efficiency are achieved.

Type B - Multi-national corporations that need to manage not only their brand
assets across a global market place, but also the integrated delivery of content
across multiple marketing channels, from traditionally mailed printed
communications to point-of-sale promotions and from broadcast media
communications to the internet. Maintaining consistent brand coherence on a
global scale, when utilizing such a multitude of marketing communications
channels, will be the main element of valuable service that we can offer this
type of client.

MEDIA INTEGRATION

PRINT/WEB AFFINITY

Many of our clients experience a direct relationship with the end user of their
products and print is still their most direct means of communicating with
customers.

We believe there is a growing trend for the mail order buyer to use a printed
catalogue to decide on what to buy, and then to use the Internet site to action
the purchase. Print is physically easier to read than computer based web pages
and the consumer is gaining in confidence in the security of internet purchases.

We believe that buyers who use catalogues to assess the value of goods are
increasingly inclined to access the internet sites of the catalogue provider.
The environment they discover will dictate how they react. They will need to
feel immediately comfortable, recognizing the organization of the layout and
understanding the format as a continuation of the printed material they are used
to seeing.

We believe that the best company for managing the internet environment is the
same company that is currently managing the production and delivery of the
printed material.

"The stronger the affinity between an offering made in print and that of the
same offering through an internet e- commerce site dramatically increases the
likelihood of interest being converted to a purchase." (British Telecom 2000)

ACTIVITY TRACKING

The ability to analyze the response to a printed catalogue is limited to what
has sold. The ability to analyze the response to a catalogue that resides on the
Internet is far more extensive. Activity of a prospective customer through an
Internet site can be tracked down to the most popular pages, products and routes
through the site. It is possible to assess what has been viewed by the visitor,
but not purchased.

Site activity generates data about individual's interests and abilities. The
Customer Relationship Management system (CRM) responds with the targeting of
specific individuals with specific products based on activity history and
customer profile. An Internet presence is the most cost effective medium for an
organization or national mail order or publishing venture to enter into a global
market. The activity of visitors to the site gives a realistic indication of
interest in other geographical markets prior to further investment.

<PAGE>

The benefit to our clients of integration of Print with Digital Media is:

* A reduction in the cost of communications across multiple media.

* Increased consistency of finished product, both printed and Internet resident,
creating higher communicative value of the clients offering.

* A single point of contact for the project management of printed and on line
publications promoting efficient communications and transparent reporting
responsibility.

* A single cross-enterprise team for all concept, design and layout promotes a
greater brand coherence across channels.

* With activity tracking, content becomes increasingly relevant to the reader,
continually improving the focus to customer interest of future publications.

* The digital re-purposing of content allows for a single repository of all
digital content, securely accessed via standard Internet browser, reducing
administration costs and increasing workflow productivity.

SERVICES

We currently provide Print Management Services, as described below, to an
existing customer base of companies who use catalogues, direct mail and
brochures as a means of communicating to their customers. Services are priced on
a job by job basis, with continual price comparison to competitors.

We have an enviable reputation for quality and service but margins are
restricted as print is regarded as a commodity.

We believe that the demand for the integration of the delivery of printed
materials with innovative digital media is gaining pace as customer acceptance
of digital formats, such as the Internet, increases. As a response to this our
operating model has been enhanced to include Content Management (Nucleus),
Digital Asset Management and Internet Management Services.

WEB MANAGEMENT SERVICES

We have the technology, management resources and strategic planning capabilities
to create successful Internet channels to support clients existing markets,
while ensuring they have the flexibility to take full advantage of future market
dynamics. The conversion of printed materials to digital formats enables clients
to communicate through innovative digital media as and when their customers are
ready, through Web, Interactive TV and WAP.

We intend to introduce existing clients and clients acquired through the
acquisition of subsidiaries, to new services:

* Electronic Catalogue Publishing
* Cross Media Content Development and Management * E-commerce platforms
* Internet Strategy Consulting and Management

SECOND GENERATION SERVICES

1. Clients provide us with a brief, e.g. product catalogue for a high street
retailer two versions one for print and the other the Internet.

2. Content is entered into a central framework in Nucleus using predefined rules
as agreed with the Client.

3. The delivery of printed materials and Internet resident content is managed
centrally.

4. The Customer Relationship Management system (CRM) records and analyses the
activity on client's websites. At this point we makes recommendations to the
client on amendments to the content of the website and the next printed
catalogue.

5. The Assets (graphics, text photos etc.) that are combined to make up content
are centrally stored, in the Digital Asset Management System.

MIS (Management Information System) is the organization of the business,
providing controlled internal workflow of the production process. Part of the
MIS evaluates supplier competencies and prices for each print job, giving the
ability to calculate costs in seconds, a major competitive advantage.

CONTENT MANAGEMENT SYSTEM

Nucleus manages content (content is a combination of assets such as text,
photography and graphics) and the relationships that exist between assets. In a
catalogue products may be described by means of a small amount of text, a photo,
logo graphics and a price. This is grouped together as content. The grouped
content (describing a product) may be placed on a page in several locations such
as a web page on an internet site, a printed catalogue, an advert to be placed
in trade press, several small brochures, fliers etc.

Nucleus provides a central repository for the content. If the photo needs to be
updated, it is a lengthy and costly process to update across all media
individually. With the use of Nucleus, the photo can be changed once. This
automatically replaces all the occasions that photo appears across all media.


<PAGE>

With the use of Nucleus, the production time and cost of, layout and design of
new catalogues and brochures is reduced compared to traditional production
workflow. Content can then be pushed to multiple channels for delivery to print,
internet and all other digital channels.

The approved work can be sent to a commercial printer in a digital format ready
for print and placed in Internet pages simultaneously. We believe the ability to
offer these services will provide us with substantial competitive advantages
over separate print and web service providers.

DIGITAL ASSET MANAGEMENT

Digital Asset Management (DAM) takes the process a stage further. Digital Asset
Management is a highly sophisticated storage and retrieval system for digital
assets of any type (photos, text, video, sound, graphics etc.).

As our customer base increases and the number of assets under our management
expands, DAM will be introduced to manage the storage and delivery of our
clients' assets. The use of DAM introduces a further group of service
capabilities.

Active Web Archiving - Data can be made available to clients (or their
suppliers) from extensive "on line" or "near to line" archives that can be made
ready for print, writing onto portable storage, such as compact disc, or made
available "on line" to download through standard internet browsers enabling the
following ;

* A publisher of industry specific magazines can offer content from a back
catalogue of publications, at a higher level of subscription charges, to readers
of the magazines and track the usage.

* A multi-national global corporation can make specific data (logos, text,
video, training manuals) available to employees anywhere in the world. These
items can be combined and delivered in any format. Multi levels of security
access can be introduced.

ACQUISITION OF TOTAL PRINT SOLUTIONS LTD.

On March 1, 2002 Oncthera Inc., acquired the total outstanding share capital of
Total Print Solutions Ltd. TPS are a UK print broker. Key personnel are
remaining as employees of TPS and TPS will continue to operate autonomously
maintaining its existing supplier relationships and customer base.

INCORPORATION OF NEW MEDIA NORTH LTD.

On March 1, 2002 the New Media operations of the company began trading as a
wholly owned incorporated subsidiary company of Oncthera Inc. This reflects the
expansion that has taken place in this distinct area of the company's
operations.

ACQUISITION OF CAMPAIGN NETWORK LTD.

On July 31, 2002 Corspan Inc., acquired 90% of the total outstanding share
capital of Campaign Network ("CN"). CN is the UK's leading exponent of graphical
database management. They offer support to major UK and European corporates
providing a unique service for companies wishing to avoid substantial capital
investment in technology based digital content management solutions. CN have
extensive practical experience in developing and implementing seamless
publishing workflows for major clients promoting improved accuracy, greater
performance and substantial cost reductions. Key personnel are remaining as
employees of CN and CN will maintaining its existing supplier relationships and
customer base.

ACQUISITION OF HIGH LOW GLOBAL SYSTEMS INC. T/A PRINTSOLVE.

On July 23, 2002 Corspan Inc. acquired 100% of the total outstanding share
capital of High Low Global Systems Inc. T/a Printsolve ("Printsolve").
Printsolve provides corporate finance advisory services and consultancy. They
will now focus exclusively on M&A and consultancy in the print and advertising
marketplace, hence the name change to Printsolve, although they will continue to
service existing clients. This acquisition is synergistic as part of the
companies strategy is to acquire and integrate print and advertising businesses.
The company has some existing clients in other industry's which it will continue
to service but its focus will now be directed towards the print and advertising
and related technology areas.

DISPOSAL OF OUR INTERESTS

On May 30th 2002 Oncthera Inc. disposed of its interest in ICM Resource Ltd. to
Rob Scott Systems Inc.(RSS) a US Corporation which has acquired the total
outstanding share capital of ICM Resource Ltd. RSS wished to acquire, develop
and bring to market the ICM "Eazyprint" quick print solution which is no longer
core to Oncthera's development strategy.

There has been significant doubts as to the continuation of ICM as a print
management company. Bad debts incurred from the demise of Tiny Computers Ltd., a
former client of ICM Resource Ltd., the UK computer retailer created increasing
cashflow shortfalls.

<PAGE>


SUBSEQUENT EVENTS

On March 1,2003 the company spun off its print industry interests to Printsolve
Inc, formerly a subsidiary, and the shareholders of Corspan Inc, received 1
share in Printsolve Inc for every one share they held in Corspan Inc. The
Company subsequently acquired EU Laboratories Limited and has adopted the
business plan of EU Laboratories Limited. The Company is now known as Oncthera
Inc.

The Company has adopted the plan of EU Laboratories Inc and is now engaged in
the development of pharmaceutical products.

The reason for this change of direction was that the print industry has become
very competitive with margin's becoming lower and operating costs getting
larger, after consulting with the shareholders of the company it was decided
that it was in the best interests of the shareholders that the company would
enter the pharmaceutical industry, attract complimentary management and benefit
the shareholders by retaining an equity interest in the company at the same time
as being able to keep control of the ex-core assets of Corspan. This was decided
so that some of the expensive operating costs involved with the filing of
statutory reports could be taken on by EU Laboratories Inc and the management of
Printsolve Inc can work on reducing the high overheads that the company has.
































<PAGE>







ITEM 7. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT ACCOUNTANTS

BOARD OF DIRECTORS AND SHAREHOLDERS OF ONCTHERA INC.

We have audited the accompanying consolidated balance sheets of Oncthera Inc as
of February 28, 2003 and the related consolidated statements of operations,
stockholders' deficit and cash flows . These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Oncthera Inc as of
February 28, 2003 and the related consolidated statements of operations,
stockholders' deficit and cash flows in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $2,173,476 during the year ended February 28,
2003 and, as of that date, the Company's current liabilities exceeded its
current assets by $338,616. These factors, among others, as discussed in Note D
to the financial statements, raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note D. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


8th July, 2003


<PAGE>



                                  ONCTHERA INC
                           CONSOLIDATED BALANCE SHEET




                             28 February 2003  28 February 2002

ASSETS                               $             $

Current assets
Accounts receivable                  1,497,531          81,864
Inventories                              3,825           1,811
Prepaid expenses and other assets      130,192          16,591
                                    -----------    -----------
Total current assets                 1,631,548         100,266

Property and equipment - net            31,237         207,503

Other assets, net                           -                -
                                    -----------    -----------
TOTAL ASSETS                         1,662,785         307,769
                                    ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Bank overdraft                       1,081,732          37,719
Short term debt                        154,430         149,202
Accounts payable                       470,077         115,417
Accrued liabilities and customer       295,162         642,046
deposits
Current maturities of obligations            0          10,804
under capital leases
                                    -----------    -----------
                                     2,001,401       1,456,916

OTHER LIABILITIES
Long term maturities of obligations
under capital leases                         0          64,160
Long term debt                       2,223,243       3,438,698
                                    -----------    -----------
                                     2,223,243       3,502,858


STOCKHOLDERS' DEFICIT
Common stock, authorized 25,000,000
shares of $0.001 par value;
  Issued and outstanding 15,000,000     15,687          15,000
    shares
Additional paid-in capital           2,643,951         477,110
Accumulated deficit                 (8,420,391)     (5,342,883)
Accumulated other comprehensive
   income                             (126,676)        198,768
                                   -----------     -----------
Total stockholders' deficit         (5,987,429)     (4,652,005)
                                   -----------     -----------
Total liabilities and stockholders'  1,662,785         307,769
deficit                            ===========     ===========




The accompanying accounting policies and notes form an integral part of these
financial statements.

<PAGE>

                                  ONCTHERA INC
                      CONSOLIDATED STATEMENT OF OPERATIONS




                                               Year
                                              ended
                                             February 28,
                                                2002
                              $              $
                              (Audited)      (Audited)

Net sales                     2,677,045        2,283,613

Cost of goods sold             (791,023)      (1,794,821)

Gross profit                 (1,866,022)         488,792

General and administrative   (3,327,560)      (2,328,097)
expenses

Loss from operations         (1,461,538)      (1,839,305)

Interest expense               (711,936)        (311,706)

NET LOSS                     (2,173,476)      (2,151,011)


Net loss attributable to     (2,173,476)      (2,151,011)
common shares


Net loss per common share
Basic and diluted                 (0.13)           (0.14)

Weighted average common      15,687,000       15,000,000
shares outstanding



The accompanying accounting policies and notes form an integral part of these
financial statements.

<PAGE>




                                  ONCTHERA INC.
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT


                       Common Stock      Additional   Preference    Accumulated
                                         Paid-in      shares        Deficit
                                         capital
                        Shares   Amount              Shares  Amount

Balance at April 30,     1,000    1,565         -        -         -   (906,778)
2000

Issuance of $0.001  15,000,000   15,000    556,105       -         -          -
common stock

Reclassification of
additional capital           -        -    356,500       -         -          -

LSI accumulated              -        -   (428,538)      -         -          -
deficit

Net loss for the year
ended April 30, 2001         -        -          -       -         - (2,285,094)

Foreign currency             -        -          -       -         -          -
translation adjustment

Issuance of                  -        -          -  387,667  554,540          -
preference stock

Reclassification of     (1,000)  (1,565)         - (387,667)(554,540)         -
$0.001 common stock
and preference stock
                     ---------- -------- --------  -------- -------- -----------
Balance at April 30,
2001                15,000,000  $15,000   $484,067        -  $    - $(3,191,872)

Net loss for the             -        -          -        -       -  (2,151,011)
period

Foreign currency             -        -          -        -       -           -
translation
adjustment
                     ---------- --------  --------  -------- ------- -----------
Comprehensive loss
Balance at February
28, 2002            15,000,000  $15,000   $484,067        -  $    - $(5,342,883)

Net loss for the             -        -          -        -       -
Period                                                               (2,173,476)

Foreign current
Translation
Adjustment                   -       -          -         -  $    -

Comprehensive loss
Balance at February
28,2003             15,687,000  $15,687 (5,342,833)       -  $    -
                    ============================================================


The accompanying accounting policies and notes form an integral part of these
financial statements.



<PAGE>



                                  ONCTHERA INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                 Period ended
                                                 February 28, 2002
                                      $                $
                                  (Audited)       (Audited)
Cash flows from operating
activities:
  Net loss                        (2,173,476)   ($2,151,011)

Adjustments to reconcile net
loss to net cash provided by
operating activities:

Foreign currency transaction
   adjustment                              -              -
Depreciation and amortization         92,764         83,085
Profit/(loss) on sale of
  property and equipment                   -              -
Changes in:
  Receivables                      1,374,359        123,172
  Inventories                         34,579         38,404
  Prepaid expenses and other         130,192         48,830
  Accounts payable                   470,077        833,872
  Accrued liabilities and
   customer deposits                 295,162        641,340
                                  -----------      ---------
   Net cash provided /(used)
   in operating activities        (1,714,045)      (382,308)

Cash flows from investing activities:
Purchase of property and equipment         -         (9,264)
Sale of property and equipment             -              -
                                  -----------      ---------
Net cash used in investing activities      -         (9,264)

Cash flows from financing activities:
Bank overdraft                    (1,081,732)       (23,079)
Net repayments of loan                     -              -
Payments on obligations under
  capital leases                           -        (14,039)
Net receipts on factored receivables       -        428,690
                                  -----------      ---------
Net cash provided by financing
  activities                      (1,081,732)       391,572
                                  ===========      =========
NET INCREASE IN CASH                       -

EFFECT OF EXCHANGE RATE
  CHANGES ON CASH                          -

Cash, beginning of period                  -
                                  -----------      ---------
Cash, end of period                        -              -

Supplemental cash flow information:
Cash paid for interest         $           -        311,706

Non-cash information:
   Conversion of debt
    into common stock                      -
   Equipment acquired through
    capital leases             $           -         89,003




The accompanying accounting policies and notes form an integral part of these
financial statements.


<PAGE>



ONCTHERA INC - NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Corspan Inc. changed its name on 1st March 2003 to Oncthera Inc. ("the Company")
and conducted its operations during the financial period through its wholly
owned subsidiary, Corspan Limited ("CSL"), located in the United Kingdom.
Corspan Limited is a facilities management company which provides a print
management solution to companies who wish to outsource the procurement and
management of their print and print related items.

The financial information presented includes the Fiscal Year ended February 28,
2003.

1. Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, Corspan Limited and its subsidiaries.


2. Revenue Recognition

The Company recognizes income when products are shipped, and the customer has
accepted delivery.

3. Inventories

Inventories consist primarily of raw materials, work-in-progress, and finished
goods and are carried at the lower of cost (first-in, first-out method) or
market value.

4. Income Taxes

The Company accounts for income taxes using an asset and liability approach for
financial accounting and reporting purposes. Deferred income tax assets and
liabilities are determined based on differences between the financial reporting
and tax bases of assets and liabilities and are measured using the currently
enacted tax rates and laws.

5. 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.

6. Net Loss Per Common Share

Net loss per common share, basic and dilutive, has been computed using weighted
average common shares outstanding. The company has no potential dilutive
securities.

7. Comprehensive Income

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

8. Recent Accounting Pronouncements

On June 29, 2001, the Financial Accounting Standards Board (FASB) approved for
issuance Statement of Financial Accounting Standards (SFAS) 141, Business
Combinations, and SFAS 142, Goodwill and Intangible Assets. Major provisions of
these Statements are as follows: all business combinations initiated after June
30, 2001 must use the purchase method of accounting; the pooling of interest
method of accounting is prohibited except for transactions initiated before July
1, 2001; intangible assets acquired in a business combination must be recorded
separately from goodwill if they arise from contractual or other legal rights or
are separable from the acquired entity and can be sold, transferred, licensed,
rented or exchanged, either individually or as part of a related contract, asset
or liability; goodwill and intangible assets with indefinite lives are not
amortized but are tested for impairment annually, except in certain
circumstances, and whenever there is an impairment indicator; all acquired
goodwill must be assigned to reporting units for purposes of impairment testing
and segment reporting; effective January 1, 2002, goodwill will no longer be
subject to amortization. As permitted, the Company adopted SFAS 141 and 142
during the first quarter ending July 31, 2001. Upon adoption, the Company no
longer amortized goodwill, thereby eliminating annual goodwill amortization of
approximately $1,789 based on anticipated amortization for the period ended
February 28, 2002.

<PAGE>

In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 "Accounting for Asset Retirement Obligations" (Statement 143). Statement 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. We are required to adopt Statement 143, for the year
beginning January 1, 2002. The adoption of Statement 143 is not expected to have
a material effect on our consolidated financial position or results of
operations.

The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," in August 2001. SFAS No. 144, which addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of, supercedes SFAS No. 121 and is effective
for fiscal years beginning after December 15, 2001. While the Company is
currently evaluating the impact the adoption of SFAS No. 144 will have on its
financial position and results of operations, it does not expect such impact to
be material.

NOTE B - INVENTORIES

Inventories consist of the following:



                              February 28     February 28
                                     2003           2002
                                        $              $

Raw materials                           -              -
Work in progress                    3,825           1,811
                              ------------    -----------
                                    3,825           1,811
                              ============    ===========



NOTE C - BASIS OF PRESENTATION AND REALIZATION OF ASSETS

The financial statements have been prepared on a basis that contemplates the
Group's continuation as a going concern and the realization of our assets and
liquidation of our liabilities in the ordinary course of business. We have an
accumulated deficit of $8,420,391 at February 28, 2003, and negative working
capital of $338,616 at February 28, 2003. These matters, among others, raise
substantial doubt about our ability to remain a going concern for a reasonable
period of time. 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. The Group'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 Group's viability as a going concern is dependent upon raising additional
capital, and ultimately, having net income. The Group's limited operating
history, including its losses, primarily reflect the operations of its early
stage.

The Group requires additional capital principally to meet its costs for the
implementation of its business plan. Should the Group's business plan not work
then it is not anticipated that the Group will 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 Group'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 Group is actively reviewing
various avenues to raise finance and we are currently visiting with and meeting
a number of potential investors.

NOTE E - AMOUNTS DUE TO PARENT COMPANY

As at February 28, 2003, the Company owed $336,235 to RLI Limited. This loan is
included in the voluntary arrangement and is repayable in line with the terms of
this arrangement.

NOTE F - LONG TERM DEBT

The Company has a long term debt of $2,223,243, payable to certain creditors of
the company and its subsidiaries..

<PAGE>

NOTE G - 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.







                                       2003           2002


Current tax expense                 $        -     $        -

  Deferred tax assets (liabilities)
    Tax loss carryforward           $1,176,830     $ 1,022,400
      Other                                  -              -
                                    -----------   ------------
                                     1,176,830       1,022,400

     Less valuation allowance       (1,176,830)     (1,022,400)

     Net deferred tax asset         $        -     $        -



The Company has available for carryforward approximately $3,562,430 of income
tax losses. A valuation allowance is required for those deferred tax assets that
are not likely to be realized. The change in the valuation allowance for the 12
months ended February 28, 2003 was $154,430.

Realization is dependent upon future earnings during the period that temporary
differences and carry forwards are expected to be available. Because of the
uncertain nature of their ultimate utilization, a full valuation allowance is
recorded against these deferred tax assets.

NOTE H - COMMITMENT

The Group no longer has commitments relating to any rental agreements.

NOTE I - SUBSEQUENT EVENTS

On March 1, 2003 the Company transferred its interests in Corspan Limited and
its subsidiaries to the shareholders of Corspan Inc. This was done by
transferring the share capital of Corspan Limited to Printsolve Inc, and
shareholders of Corspan Inc received one share in Printsolve Inc for every share
they held in Corspan Inc. Corspan Inc subsequently acquired EU Laboratories
Limited, a company engaged in the business of developing pharmaceutical products
and changed the company's name to Oncthera Inc.



<PAGE>



ITEM  8.  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 new 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)).


<PAGE>



                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS



Name                     Age     Positions

Ian Warwick               42     President and Director
Alan G R Bowen            55     Secretary and Director



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:

Ian Warwick has been President and Chief Executive Officer since August 15,
2001. Mr Warwick has been 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.

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 Oncthera Inc.

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;

(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.

<PAGE>

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 10. 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 28, 2003, 2002, and 2001 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

Ian Warwick     President     2003    $  123,000        -
                              2002    $  123,000        -
                              2001    $  123,000        -






CASH COMPENSATION:
Compensation of $123,000 was paid to Ian Warwick during the period ended
February 28, 2003.

BONUSES AND DEFERRED COMPENSATION: NONE.

COMPENSATION PURSUANT TO PLANS: NONE.

PENSION TABLE: NONE.

OTHER COMPENSATION: NONE.

COMPENSATION OF DIRECTORS: 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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTS

The following table sets forth the information, to the best knowledge of the
Company as of February 28, 2003, 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 of         Amount and Nature of       Percent
Beneficial Owner            Beneficial Ownership       of Class
----------------            --------------------       --------

DBP Holdings Ltd .                   9,450,000            63%
The Old Chapel
Sacre Couer, Rouge Bouillon
St Helier, Jersey, C.I.

Picturesque Limited                  4,050,000            27%
2B International House
Bell Lane
Gibraltar
(Ian Warwick)

<PAGE>


The Company has been advised that each of the persons listed above has sole
voting, investment, and dispositive power over the share indicated above.
Percent of Class (third column above) is based on 15,000,000 shares of common
stock outstanding as of February 28, 2003.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS.

To the best of Management's knowledge, during the period ended February 28,
2003, there were no material transactions, or series of similar transactions,
since the beginning 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's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.

CERTAIN BUSINESS RELATIONSHIPS:

During the period ended February 28, 2003, 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 28, 2003
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 13. EXHIBITS AND REPORTS ON FORM 8-K

(C) REPORTS ON FORM 8-K

On November 19, 2002, the company filed an 8-K reporting that the company had
changed its auditor.

On March 18, 2003, the company filed an 8K reporting of the acquisition of EU
Laboratories Limited, the disposal of Corspan Limited and subsidiaries and the
change of name to Oncthera Inc.

Exhibit 99.1
Exhibit 99.2

<PAGE>



SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

The undersigned is an officer of Oncthera Inc., has read the statements
contained in this Registration statement and states that the contents are true
to the undersigned's own knowledge.

                                 ONCTHERA INC.
                                  (Registrant)
Date: July 8, 2003





                                 By: /s/ Ian Warwick
                                     ------------------
                                     President










<PAGE>




                                 CERTIFICATIONS

                          I, Ian Warwick, certify that:

1. I have reviewed this annual report on Form 10-K of Oncthera Inc;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: July 8, 2003





                                        /s/ Ian Warwick
                                        -------------------------------------
                                        Ian Warwick
                                        President and Chief Executive Officer





<PAGE>



I, Alan Bowen, certify that:

1. I have reviewed this annual report on Form 10-K of Oncthera Inc;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: July 8, 2003





                                       /s/ Alan Bowen.
                                       -----------------------
                                       Alan Bowen
                                       Chief Financial Officer