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

                                   FORM 10KSB

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

                   For the fiscal year ended February 28, 2005

     |_| Transition report pursuant to section 13 or 15(d) of the Securities
            Exchange Act of 1934 For the transition period from to.


                         Commission File No. 0001080129

                              EVOLVE ONCOLOGY 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.)

     712 Fifth Avenue, 19th Floor, 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),
      Yes |_| No |X|

and (2) has been subject to such filing requirements for the past 90 days.
      Yes |X| No |_|

As of June 30,  2006,  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                                           3

Item 2.  Description of Property                                              15

Item 3.  Legal Proceedings                                                    15

Item 4.  Submission of Matters to a Vote of Security Holders                  15

                                Part II

Item 5.  Market for Common Equity and Related Stockholder Matters             16

Item 6.  Management's Discussion and Analysis of Financial Condition          17
         and Results of Operations

Item 7.  Financial Statements                                                 19

Item 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                                  34

Item 9.  Controls and Procedures                                              34

                               Part III

Item 10. Directors and Executive Officers                                     35

Item 11. Executive Compensation                                               36

Item 12. Security Ownership of Certain Beneficial Owners and Management       37

Item 13. Certain Relationships and Related Transactions                       38

Item 14. Exhibits and Reports on Form 8-K                                     39


         Signatures                                                           40


                                       2
<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
stockholders  of EU  Laboratories  on a  pro-rata  basis to their  holding in EU
Laboratories. As a result of this acquisition,  control of the company passed to
the stockholders of EU Laboratories.  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 stockholders  immediately  prior to the closing
of the agreement to acquire EU Laboratories. The Company through the acquisition
of EU  Laboratories  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,  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.  The Company will take development
stage  candidates,  which have  commercial  potential  and take  these  products
through early stage clinical  trials to prove  efficacy and safety.

The Company will then look to license the products to partners who will take the
economic  burden of multi  center  clinical  trials.  The  Company  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).  The Company will look to
establish  niche  oncology  sales forces in these markets  whilst  licensing its
products in other smaller  European  territories.  The Company will also look to
develop niche drugs, which large  pharmaceutical  companies will not develop, as
they do not have potential blockbuster status.


                                       3
<PAGE>

BUSINESS 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.

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

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.


                                       4
<PAGE>

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.

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  might 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 AND DEVELOPMENT

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.

DESCRIPTION OF PORTFOLIO

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

EVO 011 - MONOCLONAL ANTIBODY

The  Company's  lead  compound is EVO 011 and is a  monoclonal  antibody,  which
targets most forms of cancer.  This is being  developed by Queen Mary University
London on behalf of the  Company.  EVO 011 is a  monoclonal  antibody  that is a
receptor blocker that stops cancer cell proliferation, and inhibits cancer cells
from metastasizing,  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.

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.


                                       5
<PAGE>

It is the first trait of antibodies,  their specificity,  which 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.

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 and 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.


                                       6
<PAGE>

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 the
Company is currently  working on developing a  reformulated  oral version of the
product with enhanced efficacy and a better safety profile.

EVO 044 - STEM CELL TECHNOLOGY

EVO 044 utilizes 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.


                                       7
<PAGE>

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.

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 in which the  Company 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.

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


                                       8
<PAGE>

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.

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.


                                       9
<PAGE>

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
      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:

      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.


                                       10
<PAGE>

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES

As of February 28, 2005, the Company had 4 part-time employees.  Of these, 2 are
in  management  and 2 are in research  and  development.  The Company only needs
limited  employee  resources as it outsources  all of its  development  work. We
believe our relationships with our employees are satisfactory.

RISKS RELATED TO EVOLVE'S BUSINESS

IF THE COMPANY  DOES NOT  RECEIVE  AND  MAINTAIN  REGULATORY  APPROVALS  FOR ITS
PRODUCT CANDIDATES, EVOLVE 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;
      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.


                                       11
<PAGE>

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
            health  care  community  of  the  effectiveness  and  safety  of the
            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.

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.


                                       12
<PAGE>

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.

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
Evolve, 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.

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
COMPANY WOULD HAVE TO FIND SUBSTITUTE  SUPPLIERS OR  MANUFACTURERS,  WHICH COULD
DELAY THE SUPPLY OF ITS PRODUCTS TO MARKET.


                                       13
<PAGE>

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
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.


                                       14
<PAGE>

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.

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 Fifth 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 Savannah House,
11 Charles II  Street,  London  SW1Y 4QU,  on a  month-to-month  basis also from
Bioaccelerate  Inc.  The total  rent  charge is  approximately  $4,500 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 2006.

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 7, 2003, a majority of security holders voted in favor of the change
of name to Evolve Oncology Inc.

On March 12, 2004, security holders were asked to vote 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.


                                       15
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

During the year ended  February  28,  2005,  our common  stock was traded in the
Over-The-Counter ("OTC") market and quoted on the Electronic Bulletin Board (the
"Bulletin Board") under 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
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 years
ended February 28, 2005 and 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 :

         2005 :                      HIGH    LOW
Quarter Ended May 31, 2004           8.00   3.53
Quarter Ended August 31, 2004        4.25   2.60
Quarter Ended November 30, 2004      5.00   4.00
Quarter Ended February 28, 2005     11.00   4.50

         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 156 shareholders on 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 authorized 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 during the next financial
year.


                                       16
<PAGE>

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.

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
28, 2005 and  February  29, 2004.  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.

RESEARCH AND DEVELOPMENT

The  Company   conducts  its  research  and  development   through  various  CRO
operations.  Such  expenses  are  expensed 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

The Company  acquires and develops  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.

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


                                       17
<PAGE>

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).  The Company will look to
establish  niche  oncology  sales forces in these markets  whilst  licensing its
products in other smaller  European  territories.  The Company 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  28,  2005,  work  continued  on the  product
development programs as planned and the individual items are detailed below. The
year ended February 28, 2005, compared to the year ended February 29, 2004:

General and administrative expenses have remained at a constant level decreasing
slightly from $601,006 in the year ended  February 29, 2004, to $553,924 for the
year ended  February  28,  2005.  The  majority of  expenses  were for wages and
consulting fees.

Research and  development  expenses for the year ended  February 28, 2005,  were
$1,299,372  compared  with  $136,754 for the year ended  February 29, 2004.  The
majority of these expenses were in connection with the development of several of
our product  candidates.  The increase related to two research  projects,  which
commenced during the current fiscal year.

Non-cash  stock  compensation  for the year ended  February 28, 2005 amounted to
$2,065,500  compared  with  $881,470 for the year ended  February 29, 2004 these
related to stock issued for consultancy  services provided to the Company during
the year.

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

To meet our  present and future  liquidity  requirements,  on July 6, 2004,  the
Company entered into an agreement with  Bioaccelerate Inc  ("Bioaccelerate"),  a
related  party,  to provide  up to $5.0  million in  funding.  Additionally  the
Company 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. 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, fail to improve our results of operations, and if we reach our credit
facility limit, we will be unable to meet our obligations as they become due.

However,  a failure to raise additional  capital would raise  substantial  doubt
about our ability to remain a going  concern.  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 with the use
of the Bioaccelerate credit facility. 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.

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 reflects 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.

                                       18
<PAGE>

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.

ITEM 7.  FINANCIAL STATEMENTS

Index to Consolidated Financial Statements

                                                                            Page

Report of Independent Registered Public Accountants                           20

Consolidated Balance Sheet - As of February 28, 2005                          21

Consolidated Statements of Operations -
For the year ended February 28, 2005,
and for the year ended February 29, 2004.                                     22

Consolidated Statements of Stockholders' Equity (Deficit) -
For the period from February 15, 2001 (Date of Inception)
to February 28, 2005                                                          23

Consolidated Statements of Cash Flows -
For the year ended February 28, 2005,
and for the year ended February 29, 2004.                                     25

Notes to the Consolidated Financial Statements                                26



                                       19
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Evolve Oncology, Inc.

We have audited the accompanying  consolidated balance sheet of Evolve Oncology,
Inc.  (the  Company),  as of February  28,  2005,  and the related  consolidated
statements of operations, changes in stockholders' deficit and of cash flows for
the years ended  February 28, 2005 and February  29,  2004.  These  consolidated
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 audit.

We conducted  our audit in  accordance  with the  standards of the PCAOB (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
misstatements.  The  Company  is not  required  to have,  nor were we engaged to
perform,  an audit of its internal control over financial  reporting.  Our audit
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 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 the 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 aforementioned  consolidated  financial  statements present
fairly, in all material respects, the financial position of Evolve Oncology, Inc
as of February 28, 2005 and the  consolidated  results of its operations and its
cash flows for the years  ended  February  28,  2005 and  February  29,  2004 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  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 the
Company's 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
June 14, 2006


                                       20
<PAGE>

                               EVOLVE ONCOLOGY INC
                           CONSOLIDATED BALANCE SHEET
                                FEBRUARY 28, 2005


                                                                  2005
                                                              ------------
                                     ASSETS
Current Assets                                                $         --
                                                              ------------
                                                                        --

Other assets
   Patent                                                           94,167
                                                              ------------
   TOTAL ASSETS                                               $     94,167
                                                              ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
   Accounts payable                                           $    835,638
   Accrued expenses and other current liabilities                   24,029
   Amount due to related party                                     158,963
   Note payable to related party                                 1,485,877
   Interest payable                                                 10,302
                                                              ------------
   Total Current Liabilities                                     2,514,809
                                                              ------------
   TOTAL LIABILITIES                                             2,514,809
                                                              ------------

STOCKHOLDERS' DEFICIT
Preferred Stock, par value .001
25,000,000 shares authorized
No shares issued and outstanding                                        --
Common stock, par value .001,
100,000,000 shares authorized,
48,538,098 shares issued and outstanding                            48,538
Additional paid-in capital                                      53,107,151
Accumulated deficit                                            (55,478,401)
Accumulated other comprehensive (loss)                             (97,930)
                                                              ------------
TOTAL STOCKHOLDERS' DEFICIT                                     (2,420,642)
                                                              ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $     94,167
                                                              ============


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


                                       21
<PAGE>

                              EVOLVE ONCOLOGY INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE YEARS ENDED FEBRUARY 28, 2005 AND FEBRUARY 29, 2004


                                           February 28,    February 29,
                                               2005            2004
                                           ------------    ------------

Revenue                                    $         --              --

Operating expenses :
   Research and development                   1,299,372         136,754
   General and administrative                   553,924         601,006
   Stock-based compensation                   2,497,500         881,470
                                           ------------    ------------
Total Operating Expenses                      4,350,796       1,619,230
                                           ------------    ------------
(Loss) from operations                       (4,350,796)     (1,619,230)

Other Income/(Expenses) :
Loan interest expense                           (10,302)             --
Financing costs                             (12,091,608)             --
Loss on impairment of assets                (21,250,000)    (15,975,000)
                                           ------------    ------------
Total Other Income/(Expenses)               (33,351,910)    (15,975,000)
                                           ------------    ------------
Loss before taxes                           (37,702,706)    (17,594,230)

Tax expense                                          --              --
                                           ------------    ------------
Net Income/(Loss)                           (37,702,706)    (17,594,230)
                                           ------------    ------------

Basic (Loss) per share                     $      (0.89)          (1.03)
                                           ------------    ------------
Weighted average number of shares
outstanding, basic and diluted               42,336,096      17,102,325
                                           ============    ============

Other Comprehensive Loss :
Foreign currency translation adjustments        (28,381)        (63,991)
                                           ------------    ------------
Total Comprehensive Income/(Loss)          $(37,731,087)    (17,658,221)
                                           ============    ============


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


                                       22
<PAGE>

                              EVOLVE ONCOLOGY INC.
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
         FOR THE YEARS ENDED FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 AND
 FOR THE PERIOD FROM FEBRUARY 15, 2001 (DATE OF INCEPTION) TO FEBRUARY 28, 2005

<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                                                      Additional                       Other
                                                 Common Stock           Paid-in       Accumulated   Comprehensive
                                             Shares        Amount       Capital         Deficit      Income/Loss
<S>                                         <C>               <C>       <C>           <C>                <C>
Balance February 15, 2001                            2             3            --             --             --

                                           -----------   -----------   -----------    -----------    -----------
Balance February 28, 2002                            2             3            --             --             --
                                           -----------   -----------   -----------    -----------    -----------

New shares issued February 25, 2003                198           313            --             --             --

Foreign currency translation adjustment             --            --            --             --         (5,558)

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

                                           -----------   -----------   -----------    -----------    -----------
Balance February 28, 2003                          200           316            --       (181,465)        (5,558)
                                           -----------   -----------   -----------    -----------    -----------

Shares issued in reorganization March 1,
2003                                         1,581,292         1,265            --             --             --

Shares issued for the acquisition of EU
Laboratories Limited March 1, 2003          15,000,000        15,000       (15,000)            --             --

Common stock issued to Consultants at
$3.25 per share November 6, 2003               350,000           350     1,137,150             --             --

Shares issued for the acquisition of
Antibody Technologies at $3.55 per share
February 2, 2004                             4,500,000         4,500    15,970,500             --             --

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

Foreign currency translation adjustment             --            --            --             --        (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.


                                       23
<PAGE>

                              EVOLVE ONCOLOGY INC.
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
         FOR THE YEARS ENDED FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 AND
 FOR THE PERIOD FROM FEBRUARY 15, 2001 (DATE OF INCEPTION) TO FEBRUARY 28, 2005
                                   (Continued)


<TABLE>
<CAPTION>
                                                                                                       Accumulated
                                                                         Additional                       Other
                                                  Common Stock             Paid-in      Accumulated   Comprehensive
                                               Shares       Amount         Capital        Deficit      Income/Loss
                                             -----------   -----------   -----------    -----------    -----------
<S>                                          <C>               <C>       <C>           <C>                <C>
Balance February 29, 2004                     21,431,492   $    21,431    17,092,650    (17,775,695)       (69,549)
                                             -----------   -----------   -----------    -----------    -----------

Share issuance 2 for 1 forward stock split
April 7, 2004                                 21,431,606        21,432       (21,432)            --             --

Common Stock issued to consultants at
$4.00 per share April 8, 2004                    270,000           270     1,079,730             --             --

Fair value of 5,000,000 Warrants July 6,
                                      2004            --            --    12,091,608             --             --

Common Stock issued to consultants at
$4.00 per share August 16, 2004                  405,000           405     1,619,595             --             --

Shares issued for acquisition of Clinical
Resources Management at $4.25 per share
December 3, 2004                               5,000,000         5,000    21,245,000             --             --

Net loss for the fiscal year ended
February 28, 2005                                     --            --            --    (37,702,706)            --

Foreign currency translation adjustment               --            --            --             --        (28,381)

                                             -----------   -----------   -----------    -----------    -----------
Balance February 28, 2005                     48,538,098        48,538    53,107,151    (55,478,401)       (97,930)
                                             -----------   -----------   -----------    -----------    -----------
</TABLE>


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


                                       24
<PAGE>

                              EVOLVE ONCOLOGY INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED FEBRUARY 28, 2005 AND FEBRUARY 29, 2004

<TABLE>
<CAPTION>
                                                                                     2005            2004
                                                                                 ------------    ------------
<S>                                                                              <C>              <C>
Cash flows from operating activities :
Net loss for the year                                                            $(37,702,706)    (17,594,230)
Adjustments to reconcile net loss to net cash (used) in operating activities :
  Stock issued for services                                                         2,700,000       1,137,500
  Warrants issued for financing costs                                              12,091,608              --
  Impairment of asset                                                              21,250,000      15,975,000
  Depreciation and Amortization                                                         5,833              --
Changes in operating assets and liabilities :
  (Increase)/Decrease in current
   assets                                                                                 374           1,207
  Increase/(Decrease) in accounts
  payable and other liabilities                                                       247,538         527,106
  Increase/(Decrease) in amount due
  to related party                                                                    158,963              --

                                                                                 ------------    ------------
Net cash provided by (used in) operating activities                              $ (1,248,390)         46,583
                                                                                 ------------    ------------

Cash flows used in investing activities :
  Acquisition of Patents                                                             (100,000)             --
                                                                                 ------------    ------------
  Net cash used in investing                                                         (100,000)             --
  activities
                                                                                 ------------    ------------

Cash flows from financing activities :
  Proceeds from notes to related party                                              1,376,771          17,408
                                                                                 ------------    ------------
Net cash provided by financing activities                                           1,376,771          17,408
                                                                                 ------------    ------------

Effect of exchange rate                                                               (28,381)        (63,991)

                                                                                 ------------    ------------
Net increase/(decrease) in cash and cash equivalents                                       --              --
Cash, beginning of period                                                                  --              --

                                                                                 ------------    ------------
Cash, end of period                                                              $         --              --
                                                                                 ============    ============

Supplemental cash flow information :
Cash paid for interest                                                           $         --              --
Cash paid for tax                                                                $         --              --
</TABLE>

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


                                       25
<PAGE>

                               EVOLVE ONCOLOGY INC
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1 - NATURE OF BUSINESS

DESCRIPTION  OF  COMPANY:  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).  During the
quarter  ended  February  28,  2005 the  Company  disposed  of all its shares in
Antibody  Technologies.  On December 3, 2004 the  Company  acquired  100% of the
issued share capital of Clinical Resource Management Limited ("CRM").

The financial information presented below includes the operations of EUL for the
fiscal year ended February 28, 2005 and CRM from the date of the acquisition.

NOTE  2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the amounts of the Company and its
wholly owned subsidiaries. All inter-company transactions and balances have been
eliminated in consolidation.

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. 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.

For the years ended  February  28, 2005 and February 29, 2004 the company had no
revenue.

Research and Development

Costs and expenses that can be clearly  identified  as research and  development
are charged to expense as  incurred in  accordance  with FASB  statement  No. 2,
"Accounting for Research and Development  Costs." Total research and development
expenses  for the years  ended  February  28,  2005 and  February  29, 2004 were
$1,299,372 and $136,754, respectively.

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.


                                       26
<PAGE>

Capital Structure

The  Company  has two  classes  of stock.  Preferred  stock,  25,000,000  shares
authorized, zero issued. Voting rights and liquidation preferences have not been
determined.  The Company  also has voting  common  stock of  100,000,000  shares
authorized,  with 48,763,098  shares issued and  outstanding.  No dividends were
paid in the 2005 and 2004 years.

Stock-Based Compensation

As  permitted  by SFAS No.  123,  the  Company has elected to measure and record
compensation  cost relative to stock option costs in  accordance  with SFAS 123,
ACCOUNTING FOR  STOCK-BASED  COMPENSATION,  which requires the company to record
compensation using the Black-Scholes pricing model to estimate fair value of the
options at the grant date.

Concentrations of Credit Risk

Financial  instruments  that  potentially  subject  Evolve  Oncology,  Inc  (the
Company) to concentrations of credit risks consist of cash and cash equivalents.
The  Company  places  its cash  and  cash  equivalents  at  well-known,  quality
financial institutions.  At times, such cash and investments may be in excess of
the FDIC insurance limit.

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.

Net Loss Per Common Share

The Company  calculates  net income (loss) per share as required by Statement of
Financial   Accounting   Standards  (SFAS)  128,  "Earnings  per  Share."  Basic
earnings/(loss)  per share is  calculated  by dividing net income  (loss) by the
weighted  average number of common shares  outstanding  for the period.  Diluted
earnings/(loss)  per share is  calculated  by dividing net income  (loss) by the
weighted  average number of common shares and dilutive common stock  equivalents
outstanding.  During periods in which the Company incurs losses, the computation
of the loss per share of common stock is based on the weighted average number of
shares outstanding at the date of the financial statements. Potentially issuable
common  shares  totaling  5,000,000  related to warrants  were excluded from the
calculation of fully diluted loss per share during 2005 because their  inclusion
would have been anti-dilutive. There were no options outstanding.

                             For the Year Ended     For the Year Ended
                              February 28, 2005      February 29, 2004
                             -------------------    ------------------

Basic Earnings per share:
Income/(Loss) (numerator)    $      (37,702,706)          (17,594,230)

Shares (denominator)                 42,336,096            17,102,325

Net Loss Per Share           $            (0.89)                (1.03)



                                       27
<PAGE>

Comprehensive Income

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

Foreign Currency Translation

Assets and  liabilities  recorded in foreign  currencies  are  translated at the
exchange rate on the balance sheet date.  Revenue and expenses are translated at
average rates of exchange  prevailing during the year.  Translation  adjustments
resulting  from this  process are  charged or  credited  to Other  Comprehensive
Income.

Cash and Cash Equivalents

For the  purposes of the  statement  of cash flows,  the Company  considers  all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Fair Value of Financial Instruments

The  Company's  financial  instruments  include  cash  equivalents  and accounts
payable. Because of the short-term nature of these instruments, their fair value
approximates  their recorded value. The Company does not have material financial
instruments with off-balance sheet risk.

Recently issued Accounting Standards

In November 2004, the FASB issued SFAS No. 151,  INVENTORY COSTS. This statement
amends the guidance in ARB No. 43, Chapter 4, INVENTORY PRICING,  to clarify the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs, and wasted material (spoilage). In addition, this Statement requires that
allocation of fixed production  overheads to the costs of conversion be based on
the normal capacity of the production  facilities.  The adoption of SFAS No. 151
did not have an impact on the Company's consolidated financial statements.

In December  2004,  the FASB issues  SFAS No.  152,  ACCOUNTING  FOR REAL ESTATE
TIME-SHARING  TRANSACTIONS.   This  Statement  amends  FASB  Statement  No.  66,
ACCOUNTING FOR SALES OF REAL ESTATE,  to reference the financial  accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position (SOP) 04-2,  ACCOUNTING FOR REAL ESTATE TIME-SHARING
TRANSACTIONS.  This Statement also amends FASB Statement No. 67,  ACCOUNTING FOR
COSTS AND INITIAL RENTAL  OPERATIONS OF REAL ESTATE PROJECTS,  to state that the
guidance  for (a)  incidental  operations  and (b) costs  incurred  to sell real
estate  projects does not apply to real estate  time-sharing  transactions.  The
accounting  for those  operations  and costs is subject to the  guidance  in SOP
04-2.  This  Statement is effective  for financial  statements  for fiscal years
beginning  after June 15,  2005.  The  adoption  of SFAS No. 152 did not have an
impact on the Company's consolidated financial statements.

In December 2004, the FASB issued SFAS No. 153, EXCHANGES OF NONMONETARY ASSETS.
The guidance in APB Opinion No. 29, ACCOUNTING FOR NONMONETARY TRANSACTIONS,  is
based on the principle that exchanges of non-monetary  assets should be measured
based on the fair value of the assets  exchanged.  This Statement amends Opinion
29 to eliminate the exception for non-monetary  exchanges of similar  productive
assets and replaces it with a general  exception for  exchanges of  non-monetary
assets  that do not have  commercial  substance.  A  non-monetary  exchange  has
commercial  substance  if the future  cash flows of the entity are  expected  to
change  significantly as a result of the exchange.  The adoption of SFAS No. 153
did not have an impact on the Company's consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123 (R), SHARE-BASED PAYMENT, SUMMARY
OF  STATEMENT  NO. 123  (REVISED  2004).  This  Statement  is a revision of FASB
Statement No. 123,  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION.  This  Statement
supersedes APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and its
related  implementation  guidance.  This Statement establishes standards for the
accounting for transactions in which an entity exchanges its equity  instruments
for goods or services. It also addresses  transactions in which an entity incurs
liabilities  in exchange for goods or services  that are based on the fair value
of the  entity's  equity  instruments  or that may be settled by the issuance of
those equity instruments.


                                       28
<PAGE>

This  Statement  focuses  primarily on accounting for  transactions  in which an
entity obtains  employee  services in  share-based  payment  transactions.  This
Statement  does not change  the  accounting  guidance  for  share-based  payment
transactions  with parties  other than  employees  provided in Statement  123 as
originally  issued and EITF Issue No. 96-18,  ACCOUNTING FOR EQUITY  INSTRUMENTS
THAT ARE ISSUED TO OTHER THAN  EMPLOYEES FOR ACQUIRING,  OR IN CONJUNCTION  WITH
SELLING,  GOODS OR SERVICES.  The Company is currently evaluating the provisions
of SFAS  123(R) and the  impact  that it will have on its share  based  employee
compensation programs.

NOTE 3  -  GOING CONCERN

The Company's  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 the Company's ability to continue as a going concern.

To meet the Company's  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 10.  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
the  Company  fails to  obtain  such  financing  and  improve  it's  results  of
operations, the Company we will be unable to meet our obligations as they become
due.

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  4 - RELATED PARTY PAYABLE

On January 1, 2005 the Company  entered into an agreement  with Sterling FCS for
financial and consultancy services, which includes both management and financial
reporting,  together with other management and corporate  services in accordance
with the contract.  This replaces the past annual agreement dated December 2003.
For the year  ended  February  28,  2005 the total  charge was  $120,000.  As of
February 28, 2005 the balance due to Sterling FCS was $158,963.  $38,963 relates
to the net balance due to Sterling FCS as of February 29, 2004. The contract can
be cancelled by either party by providing six months notice.


                                       29
<PAGE>

NOTE  5 - NOTE PAYABLE TO RELATED PARTY

On July 6, 2004, the Company  entered into an agreement with  Bioaccelerate  Inc
("Bioaccelerate"), a related party, to provide up to $5.0 million in funding. By
way of  inducement  to provide  the  facility,  the Company  issued  warrants to
Bioaccelerate  to purchase 5 million  shares of its common  stock at an exercise
price of $2.60 per share on the same day.

At February 28, 2005 the note  payable to  Bioaccelerate  Inc.  consisted of the
following :

                                                                   2005
                                                                ----------
Note payable to related party, unsecured,
interest charged annually at an AFR quarterly rate
(3.77% charged on outstanding amount as at February 28, 2005)   $   10,302

Principal                                                        1,485,877
                                                                ----------
Total note payable to related party
(principal amount plus accrued interest)                        $1,496,179
                                                                ==========

NOTE  6 - INTANGIBLE ASSETS

During the year ended  February  28, 2005 the Company was assigned a patent that
was  originally  purchased by one of its parent  companies,  Bioaccelerate  Inc.
Bioaccelerate  Inc  purchased  this patent in an agreement  dated August 6, 2004
from Targent Inc, a Delaware  corporation.  The consideration was $100,000.  The
documents  transmitted as part of the agreement  between  Bioaccelerate  Inc and
Targent  Inc were (i) the  Southern  Research  Institute  Report  No.  A327.1 to
Targent on the results of experiment TAR-3,  dated August 29, 2001, and (ii) all
files and supporting documents directly related to the Assigned Technology.  The
acquisition  of this  information  will assist  Evolve  Oncology  Inc in its own
research and development programs.

In accordance with SFAS 142 "Goodwill and Other Intangible  Assets",  the patent
has been deemed as a definite life intangible asset.

The Company's  Board of Directors,  review all intangible  assets at least on an
annual basis and when assessing the value of this patent, the Board of Directors
determined  that it should be amortized on a straight  line basis over 10 years.
As of February 28, 2005 an amortization charge of $5,833 had been charged to the
Statement of Operations.

NOTE 7 - WARRANTS FOR THE PURCHASE OF COMMON STOCK

To meet our present and future liquidity requirements,  the Company entered into
a credit facility on July 6, 2004, with Bioaccelerate Inc  ("Bioaccelerate"),  a
related party, to provide up to $5.0 million in funding.  In return, the Company
issued to  Bioaccelerate  (on the date of the funding of the Initial  Tranche) 5
year warrants to purchase  5,000,000 shares of the Company's common stock, at an
exercise price of $2.60 per share.

In  accordance  with SFAS No.  123(R),  "Share  Based  Payment",  the Company is
required to measure and record the charge  related to warrants  issued for stock
using the Black-Scholes  pricing model to estimate fair value of the warrants at
the grant date.


                                       30
<PAGE>

The fair market value of the warrants at the date of grant was  determined to be
$2.60.  The plan calls for a total of  5,000,000  Common Stock shares to be held
for issue. A summary of activity follows :

                                                Weighted Average
                                        Number of Shares     Exercise Price

Outstanding as of February 29, 2004                   --                --
Granted                                        5,000,000      $       2.60
Exercised                                             --                --
Cancelled                                             --                --
                                            ------------      ------------

Outstanding as of February 28, 2005            5,000,000      $       2.60
Exercisable as of February 28, 2005            5,000,000      $       2.60

The fair value of the warrants obtained using the black-scholes pricing model is
$12,091,608. This amount has been charged in full to the Statement of Operations
during the year ended February 28, 2005.

The fair  value of the  option  grant was  established  at the date of the grant
using the Black-Scholes option pricing model with the following weighted average
assumptions :

Risk free interest rate                              4.0%
Dividend yield                                       0.0%
Volatility                                         158.0%
Average expected term (years to exercise date)       5

The stock options outstanding and exercisable under this plan as of February 28,
2005 are :

                  Warrants    Weighted      Average      Warrants    Weighted
                             Average of    remaining                Average of
   Range of                   Exercise    contractual                Exercise
Exercise Price                  Price        life                     Price
--------------   ---------   ----------   -----------   ---------   ---------
    $2.60        5,000,000      2.60         4.35       5,000,000     2.60


NOTE  8 - STOCKHOLDERS' EQUITY

In March 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  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 9.


                                       31
<PAGE>

In December  2004,  the Company  issued  5,000,000  of common stock at $4.25 per
share,  for  the  acquisition  of  Clinical  Resource  Management  Limited.  The
acquisition  of  Clinical  Resource  Management  was  initiated  for  a  license
agreement owned by the company,  otherwise Clinical Resource Management,  had no
assets or liabilities.  The acquisition  enables the Company to obtain exclusive
supply of valuable proprietary information and data concerning a fast dissolving
tablet  of a  pharmaceutical  specialty  known as  Clarithromycin.  Accordingly,
common  stock and  additional  paid-in-capital  were  credited in the amounts of
$5,000 and $21,245,000, respectively and at the same time recorded an intangible
asset of $21,250,000.  The Company's  Board of Directors,  review all intangible
assets at least once a year and when assessing the value of the intangible asset
of Clinical Resource Management, the Board of Directors determined that it would
be prudent to expense the acquisition cost in full consistent with the treatment
adopted by the Company in the past.  It was  therefore  agreed that,  during the
year ended February 28, 2005, the asset will be written down to $0. Accordingly,
an amount of  $21,250,000  was  charged to Other  Expense  during the year ended
February 28, 2005.

NOTE  9 - IMPAIRMENT OF ASSETS

As discussed in Note 8 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,  which means that
research  will  have a  relatively  short  economic  life as it can soon  become
redundant as other  research  advances  it. The  Company's  Board of  Directors,
reviews all intangible assets at least on an annual 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  down to $0.  Accordingly,  a charge in the  amount of  $15,975,000  was
recorded to impairment of intangible asset in the year ended February 29, 2004.

In December 2004, the Company acquired Clinical Resource  Management,  a biotech
company.  This company was acquired  through a share only purchase that involved
the issuance of 5,000,000  shares of common stock of the Company.  The assets of
Clinical Resource  Management was a license  agreement which provides  exclusive
supply of valuable proprietary information and data concerning a fast dissolving
tablet of a pharmaceutical  specialty known as Clarithromycin.  The market price
per share of the Company on the date of  acquisition  was $4.25,  therefore,  an
intangible asset was recorded in the amount of $21,250,000.

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 in  Clinical  Resource  Management  was the owned  licenses to use certain
intellectual  property. In the biotech sector,  research and development is fast
moving and dynamic in nature,  which means that research could have a relatively
short economic life as it can soon become  redundant as other research  advances
it. The Company's Board of Directors, review all intangible assets at least once
a year and when assessing the value of the intangible asset of Clinical Resource
Management,  the  Board of  Directors  determined  that it would be  prudent  to
expense the acquisition  cost in full  consistent with the treatment  adopted by
the Company in the past.  Therefore,  for the year ended  February 28, 2005, the
asset was written down to $0. Accordingly, a charge in the amount of $21,250,000
was recorded to Other Expense in the year ended February 28, 2005.


                                       32
<PAGE>

NOTE  10 - COMMITMENTS AND CONTINGENCIES

The Company leases its office facilities in New York and London,  from a related
party, for aggregate  monthly rents of $4,500. A lease agreement is completed on
September 1 each year  between the company and the lessee.  The  existing  lease
expires on August 31, 2005 and has the option to be renewed at such time for the
upcoming  year.  Therefore,  the following  table  outlines the Company's 5 year
estimated lease commitments as of February 28, 2005.

    Year ending

    28-Feb-06   $27,000
    28-Feb-07        --
    29-Feb-08        --
    28-Feb-09        --
    28-Feb-10        --
                -------
                 27,000
                =======

Rent  expense for the years ended  February  28, 2005 and  February 29, 2004 was
$71,946 and $40,615, respectively.

Royalty Agreement

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.  To date no sales have been made and no royalties have been recognized
from these license agreements.

NOTE  11 - PROVISION FOR INCOME TAXES

No provision for income taxes has been  recorded due to the net  operating  loss
carry forward of $55,478,401 as of February 28, 2005 that will be offset against
future taxable income.  The NOL carry forward begins to expire in the year 2020.
No tax benefit has been reported in the financial statements.

Deferred  tax  assets and the  valuation  account as of  February  28,  2005 and
February 29, 2004 is as follows :

Deferred  tax asset:                           2005            2004
                                           ------------    ------------

Net operating loss carried forward         $ 16,643,520    $  5,333,000
Valuation allowances                        (16,643,520)     (5,333,000)
                                           ------------    ------------
Total                                      $         --    $         --
                                           ============    ============

                                       33
<PAGE>

The components of income tax expense are as follows :

                                               2005            2004
                                           ------------    ------------

Current Federal Tax                        $         --    $         --
Current State Tax                                    --              --
                                           ------------    ------------
Total                                      $         --    $         --
                                           ============    ============

Change in NOL Benefit                      $ 11,310,812    $  5,278,000
                                            (11,310,812)     (5,278,000)
                                           ------------    ------------
                                           $         --    $         --
                                           ============    ============


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  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.

ITEM 9.  CONTROLS AND PROCEDURES

As of February 28, 2005,  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  February  28,  2005.  There  have  been  no
significant  changes in our  internal  controls or in other  factors  that could
significantly affect internal controls subsequent to February 28, 2005.


                                       34
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS


Name                    Age     Positions
----                    ---     ---------
Alan Bowen              63      President, CFO & Principal Financial Officer
Ian Warwick             45      Chief Operating Officer
Dr. Nigel Rulewski      53      CEO & Principal Executive Officer

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:

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  Operating  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  of 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.

Dr. Nigel  Rulewski  joined the Company in October 2004.  Dr.  Rulewski has more
than 25  years  of  clinical  and  regulatory  expertise  in  drug  development,
including  licensing,  registration  strategy,  FDA  presentations  and approval
negotiations  as medical  director at companies such as  AstraZeneca  and Fisons
Plc.  Dr.  Rulewski  was  Chief  Medical  Officer  and a member  of the board of
directors  at  Procept,  Inc.  from 1998 to 2000.  He held the  position of Vice
President-Medical  Affairs at Astra USA,  Inc.  (now  AstraZeneca)  from 1990 to
1998, where his responsibilities included reviewing compounds to be in-licensed,
negotiating  agreements for worldwide or U.S.  development rights and evaluating
biotechnology  companies for acquisition or partnership.  In his role as Medical
Director  for  International  Operations  at UK-based  Fisons from 1985 to 1987,
Dr.Rulewski's  responsibilities  included  established  medical  departments for
territories including South America,  Japan and Israel. He conducted and managed
clinical research teams in areas including cardiovascular, respiratory drugs and
devices,  neurology  and AIDS.  Dr.  Rulewski  earned his medical  degree at the
University of London,  St.  Bartholomew's  Hospital  Medical  School in 1977 and
practiced medicine for seven years.

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;


                                       35
<PAGE>

(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 from 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.

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 11  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.


                                       36
<PAGE>

SUMMARY COMPENSATION TABLE

The following table sets forth  information for each of the fiscal periods ended
February 28, 2005, 2004, 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
--------                 --------      ----        --------       ------

Alan Bowen                 CFO         2005        $      0       $    0
                                       2004        $      0       $    0

Dr. Nigel Rulewski         CEO         2005        $      0       $    0
                                       2004        $      0       $    0

Ian Warwick                COO         2005        $      0       $    0
                                       2004        $123,000       $    0
                                       2003        $123,000       $    0
                                       2002        $123,000       $    0
                                       2001        $123,000       $    0

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.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth the  information,  to the best  knowledge of the
Company as of June 30, 2006, 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        48.92%

Crescendo Holdings Ltd. (3)
Suite F8 International Commercial Centre
Main Road, Gibraltar                                3,750,000         7.69%


                                       37
<PAGE>

Name and Address                           Amount and Nature        Percent
of Beneficial Owner                        of Beneficial Owner      Of Class
-------------------                        -------------------      --------
First Financial Securities Ltd (4)
STE 6203
1 - 5 Irish Town
Imossi House, Gibraltar                             2,400,000        4.92%

JSMCL Capital Limited (5)
Suite F8, International Commercial Ctr
Main Road, Gibraltar                                2,250,000        4.61%

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%

Dr Nigel Rulewski
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 48,763,098 shares of common stock outstanding as
            of June 30, 2006 on a fully diluted basis.
      2     Bioaccelerate, is a corporation, quoted on the NASDAQ.OTC market.
      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.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN BUSINESS RELATIONSHIPS :

During the year ended  February  28, 2005,  there were no material  transactions
between the Company and its management.

INDEBTEDNESS OF MANAGEMENT :

To the best of Management's  knowledge,  during the year ended February 28, 2005
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.

                                       38
<PAGE>


ITEM 14. 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 30, 2003 the company filed an 8-K/A,  filing the accounting  information
relating to the 8-K filed on March 18,  2003,  which is hereby  incorporated  by
reference.

On November 25, 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 February 4, 2004 the company  filed an 8-K,  reporting  that it had  acquired
Antibody Technologies Inc which is hereby incorporated by reference.

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

(b) Exhibits: The following exhibits are included as part of this report:

Exhibit
Number  Title of Document
------- -----------------------

31.1    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



                                       39
<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.


EVOLVE ONCOLOGY, INC

Dated: June 30, 2006                    By: /s/ Nigel Rulewski
                                           -------------------------------------
                                           Nigel Rulewski
                                           CEO and Director
                                           (Principal Executive Officer)


Date: June 30, 2006                     By: /s/ Alan Bowen
                                           -------------------------------------
                                           Alan Bowen
                                           CFO, Secretary, Treasurer & Director
                                           (Principal Financial Officer)


                                       40