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

                                  FORM 10KSB/A

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

                              EVOLVE ONCOLOGY INC.

             (Exact name of registrant as specified in its charter)


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

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




                   Registrant's telephone number 646-723-8941

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

Yes [X]  No [_]

As of June 14, 2004, 43,402,984 shares of the Registrant's common stock par
value $0.001were issued and outstanding:



                               TABLE OF CONTENTS

                                      Part I

             Item 1.   Description of the Business

             Item 2.   Description of Property

             Item 3.   Legal Proceedings

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


                                      Part II


             Item 5.   Market for Common Equity and Related
                          Stockholder Matters

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

             Item 7.   Financial Statements

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

<PAGE>

                                     Part III

             Item 9.   Directors and Executive Officers

             Item 10.  Executive Compensation

             Item 11.  Security Ownership of Certain Beneficial
                          Owners and Management

             Item 12.  Certain Relationships and Related
                          Transactions

             Item 13.  Exhibits and Reports on Form 8-K


                                     PART I

ITEM 1. DESCRIPTION OF THE BUSINESS

HISTORY AND ORGANIZATION

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

<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 will not produce the clinical or revenue
results expected. Additionally, the Company may divest product candidates from
its portfolio if they display clinical results outside the lifestyle drug sector
and/or require financial, development and management resources better met by
larger pharmaceutical or biopharmaceutical companies.

RESEARCH PRODUCT PIPELINE

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

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

EVO 011 - MONOCLONAL ANTIBODY

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

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

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

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

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

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

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

<PAGE>

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 & 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 occuring
substance in the slow growing evergreen YEW tree. The YEW bush grows throughout
northern temperate climates. The Yew shrubs constituents contain a mixture of
alkaloids known as taxine, and also diterpenes, lignans, tanin and resin. The
agent inhibits cell division.

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

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

EVO 044 - STEM CELL TECHNOLOGY

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

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

<PAGE>

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

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

Stem cells can also be isolated from adult tissue. Thus far, these cells have
been multipotent. Adult stem cells have not been found for all types of tissue,
but discoveries in this area of research are increasing. For example, until
recently it was thought that stem cells were not present in the adult nervous
system, but in recent years such stem cells have been found in the brain.
Once a stem cell line is established from a cell in the body, it is essentially
immortal, no matter how it was derived. That is, it does not have to be created
again from the original embryo or adult. Once established, it can be grown in
the laboratory indefinitely and widely distributed to other researchers.

In addition, before any type of stem cell for transplantation, attempts must be
made to overcome a problem of the patient's immune system rejecting the
transplant. Human stem cell lines might in the future be modified with gene
therapy or other techniques to overcome this immune rejection. It might also be
possible to replace damaged genes or add new genes to stem cells in order to
give them new characteristics that can ultimately help to treat diseases.

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

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

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

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

MARKET OVERVIEW


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


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


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          $29,372      $31,476    $33,448     $35,820     $38,108    $40,457     $42,760
                          =========== =========== =========== =========== ========== =========== ==========
</TABLE>

Source: Reuters, 2002

<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 thereunder 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.

<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.

<PAGE>

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES

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

RISKS RELATED TO ENHANCE'S BUSINESS

IF THE COMPANY DOES NOT RECEIVE AND MAINTAIN REGULATORY APPROVALS FOR ITS
PRODUCT CANDIDATES, ENHANCE WILL NOT BE ABLE TO COMMERCIALIZE ITS PRODUCTS,
WHICH WOULD SUBSTANTIALLY IMPAIR ITS ABILITY TO GENERATE REVENUES AND MATERIALLY
HARM ITS BUSINESS AND FINANCIAL CONDITION.

None of the Company's product candidates have received regulatory approval from
the FDA or EMEA. Approvals from the FDA and EMEA are necessary to manufacture
and market pharmaceutical products in the United States and European Union,
respectively. Many other countries including Japan have similar requirements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

      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.

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.

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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.

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 5th Avenue, 19th Floor, New York, NY,
10019-4108, where we lease serviced office space of approximately one hundred
square feet under a month-to-month lease from Bioaccelerate Inc. an affiliated
third party for $2675 per month including office services We anticipate that the
Company will be able to continue the monthly lease, and that this space will be
adequate for our operations through the end of fiscal year 2004.

The Company leases its European office, located at 32 Haymarket, London SW1Y
4TP, on a month-to-month basis from Bioaccelerate Inc. an affiliated third party
for $ 2000 per month including office services. We anticipate that the Company
will be able to maintain the monthly lease, and that this facility, consisting
of serviced office space for one to two people and access to meeting rooms and
associated support services as required will be adequate for our operations
through the end of fiscal year 2004.

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

Not applicable.


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

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

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

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


PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

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

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

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


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

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

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


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

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 29, 2004 and February 28, 2003. This discussion and analysis is
      intended to assist in understanding the financial information of the
      Company presented elsewhere herein. This section should be read in
      conjunction with our consolidated financial statements and the related
      notes, as well as ITEM 1. Description of Business, of this Form 10-KSB.


CRITICAL ACCOUNTING POLICIES

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

(1) GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred
significant losses, has negative working capital and needs additional capital to
finance its operations. These factors create substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern. The Company also intends to finance its operations
through sales of its securities as well as entering into loans and other types
of financing arrangements such as convertible debenture.

(2) RESEARCH AND DEVELOPMENT

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


RESULTS OF OPERATIONS

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

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

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

<PAGE>

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

General and administrative expenses increased from $114,378 in the year ended
February 28, 2003, to $ 571,367 in fiscal 2004. The main reason for the increase
was the further development of the Company's infrastructure to support its
planned growth. Such costs were primarily wages and consulting fees.

Research & Development expenses for the year ended February 28, 2004, were $
150,000. The majority of these expenses were in connection with the development
of several of our product candidates. There were no significant biotech Research
& Development expenses for the corresponding 2003 period.

Liquidity & Capital Resources - We are actively seeking strategic alliances in
order to develop and market our range of products. In November 3, 2003, the
Company entered into an agreement with Bioaccelerate Inc ("Bioaccelerate"), a
related party, to provide up to $2.0 million in funding. By way of inducement to
provide the facility, the Company granted Bioaccelerate options to purchase 1
million shares of its common stock at the lower of the market price of such
stock as at the date thereof or at such price sold to investors in any financing
arrangement.

We believe that the credit facility provided by Bioaccelerate Inc will last the
company through the next 12 months, However, a failure to raise additional
capital would raise substantial doubt about our ability to remain a going
concern for a reasonable period of. The financial statements do not include any
adjustments relating to the recoverability or classification of assets or the
amounts and classification of liabilities that might result from the outcome of
this uncertainty. Our existence is dependent on our ability to obtain additional
financing sufficient to allow us to meet our obligations as they become due and
to achieve profitable operations.

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

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

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

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

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

ITEM 7. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT ACCOUNTANTS

BOARD OF DIRECTORS AND SHAREHOLDERS OF EVOLVE ONCOLOGY INC.

We have audited the accompanying consolidated balance sheets of Evolve Oncology
Inc as of February 29, 2004 and the related consolidated statements of
operations, stockholders' deficit and cash flows . These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

<PAGE>

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Evolve Oncology
Inc as of February 29, 2004 and the related consolidated statements of
operations, stockholders' deficit and cash flows in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $721,367 during the year ended February 28,
2004 and, as of that date, the Company's current liabilities exceeded its
current assets by $709,565. These factors, among others, as discussed in Note D
to the financial statements, raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note D. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

15th July, 2004

                              EVOLVE ONCOLOGY INC
                           CONSOLIDATED BALANCE SHEET


                                     29 February        28 February
                                        2004               2003
                                     -----------        -----------
ASSETS                                     $
Current assets
Accounts receivable                            0                  0
Inventories                                    0                  0
Prepaid expenses and other assets            374                316
                                     -----------        -----------
Total current assets                         374                316

Property and equipment - net                   0                  0

Intangible assets                     15,984,795                  0
                                     -----------        -----------
TOTAL ASSETS                          15,985,169                316
                                     ===========        ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Bank overdraft                                 0                  0
Short term debt                                0                  0
Accounts payable                         691,214            187,023
Accrued expenses and other
Liabilities                               18,725                  0
                                     -----------        -----------
Total Current Liabilities                709,939            187,023

OTHER LIABILITIES                              0                  0
                                     -----------        -----------
                                         709,939            187,023




STOCKHOLDERS' DEFICIT

Common stock, authorized 25,000,000
shares of $0.001 par value;
  Issued and outstanding 21,431,492
    shares                                21,431                316
Additional paid-in capital            16,226,180                  0
Accumulated deficit                     (902,832)          (181,465)
Accumulated other comprehensive
   Income/deficit                        (69,549)            (5,558)
                                     -----------        -----------
Total stockholders' equity            15,275,230           (186,707)
                                     -----------        -----------

Total liabilities and stockholders'
  deficit                             15,985,169                316
                                     ===========        ===========



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

<PAGE>

                              EVOLVE ONCOLOGY INC
                      CONSOLIDATED STATEMENT OF OPERATIONS


                                     Year ended
                            29, February   28, February
                                2004           2003
                                  $              $
                            ------------   ------------
Net sales                              0              0

Cost of goods sold                     0              0

Gross profit                           0              0

General and administrative       571,367        114,378
Expenses
Research and Development         150,000         67,088
                            ------------   ------------
Total operating expenses         721,367        181,465

Loss from operations            (721,367)      (181,465)

NET LOSS                        (721,367)      (181,465)


Net loss attributable to
  common shares                 (721,367)      (181,465)


Net loss per common share
Basic and diluted                  (0.04)       (9073.3)

Weighted average common
  shares outstanding          17,881,492            200



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

<PAGE>

                              EVOLVE ONCOLOGY INC.
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                   Accumulated
                        Common Stock                     Additional                Other
                        ------------                       Paid-in   Accumulated   Comprehensive   Stockholders
  Amount                    Shares          Amount         Capital     Deficit     Income/loss        Equity
                                              $
<C>                        <C>          <C>                       <C>    <C>              <C>          <C>
Balance at February
28,2003                    15,814,992   $     15,815              0      (181,465)        (5,558)      (171,208)
===============================================================================================================
10:1 Reverse split
Of Common Stock
March 1,2003              (14,233,500)       (14,234)                                                   (14,234)
Shares issued for
Acquisition of
EU Laboratories
March 1,2003               15,000,000         15,000                                                     15,000

Net Loss May 30,2003                `                                     (62,840)                      (62,840)
Translation adjustment
May 30, 2003                                                                              (8,132)        (8,132)
Balance at May 30,
2003                       16,581,492         16,581              0      (244,305)       (13,690)      (241,414)
===============================================================================================================
Net Loss August 31,                                                      (210,069)                     (210,069)
2003p
Translation adjustment                                                                        (1)            (1)
Balance August 30,
2003                       16,581,492         16,581              0      (454,374)       (13,691)      (451,484)
===============================================================================================================
Net Loss November 30,
2003p                                                                    (321,900)                     (321,900)
Translation Adjustment                                                                        --
Common stock issued
To Consultants
November 30, 2003             350,000            350        262,150                                     262,500
Balance November 30
2003                       16,931,492         16,931        262,150      (776,274)       (13,691)      (510,884)
===============================================================================================================
Net Loss February 29,
2004p                                                                    (126,558)                     (126,558)
Translation Adjustment                                                                   (55,858)       (55,858)
Common stock issued for
Acquisition of Antibody
Technologies                4,500,000          4,500     15,964,030                                  15,968,530
Balance February 29
2004                       21,431,492         21,431     16,226,180      (902,832)       (69,549)    15,275,230
===============================================================================================================
</TABLE>


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

<PAGE>

                              EVOLVE ONCOLOGY INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                              Year ended
                                       February 29,   February 28,
                                           2004           2003
                                             $              $
                                       ------------   ------------
Cash flows from operating
activities:
  Net loss                             ($   721,367)  ($   181,465)

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

Foreign currency transaction
   adjustment                                    --             --
Depreciation and amortization                    --             --
Profit/(loss) on sale of
  property and equipment                         --             --
Changes in:
  Receivables                                    --           (316)
  Inventories                                    --             --
  Prepaid expenses and other                 18,725              0
  Accounts payable                          504,191        187,023

                                       ------------   ------------
   Net cash provided /(used)
   in operating activities                 (198,451)         5,242

Cash flows from investing activities:
Purchase of property and equipment      (15,984,795)             0
Sale of property and equipment                   --             --
                                       ------------   ------------

Bank overdraft                                    0              0
Issue of Common stock                        21,057            316
Additional Paid in Capital               16,226,180              0
Payments on obligations under
  capital leases                                 --             --
                                       ------------   ------------
Net cash provided by financing
  activities                            (16,247,237)           316
                                       ============   ============
NET INCREASE IN CASH                         63,991          5,558

EFFECT OF EXCHANGE RATE
  CHANGES ON CASH                           (63,991)        (5,558)
cash, beginning of period                        --
                                       ------------   ------------
Cash, end of period                               0              0

Supplemental cash flow information:
Cash paid for interest                 $         --             --


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

<PAGE>

EVOLVE ONCOLOGY INC - NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Corspan Inc. changed its name on 1st March 2003 to Oncthera Inc and then on
November ("the Company") and conducted its operations during the financial
period 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..

The financial information presented includes the Fiscal Year ended February 29,
2004.

1. Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, EU Laboratories Limited and Antibody Technologies
Inc, acquired on 2nd February 2004.

2. Revenue Recognition

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

3. Inventories

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

4. Income Taxes

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

<PAGE>

5. Use of Estimates

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

6. Net Loss Per Common Share

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

7. Comprehensive Income

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

8. Recent Accounting Pronouncements

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

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

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

9. Commitments

The Company leases its office facilities in New York and London for aggregate
monthly rents of approximately $4,635 on a month-to-month basis.

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. A License Agreement and Research agreement was entered into with Queen
Mary & Westfield College, University of London on 25th September, 2003 by
Antibody Technologies Inc, which was acquired by the Company on 4th February
2004, in relation to EVO 011. The License agreement provides for a total of
$1,489,250 upon certain milestones being achieved and a royalty fee of 10% on
sales of marketed products. The research agreement is for a period of three
years and provides for total expenditure of $1,438,659 over the course of the
three years.


NOTE B - BASIS OF PRESENTATION AND REALIZATION OF ASSETS

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

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

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 not anticipated that the Company will be able to meet its financial
obligations through internal net revenue in the foreseeable future. Therefore,
future sources of liquidity will be limited to the Company's ability to obtain
additional debt or equity funding.

<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.


NOTE C - PROVISION FOR INCOME TAXES

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

The Company has available for carry forward approximately $902,832 of income tax
losses.

NOTE D - BASIS OF PRESENTATION AND REALIZATION OF ASSETS

The financial statements have been prepared on a basis that contemplates the
Group's continuation as a going concern and the realization of our assets and
liquidation of our liabilities in the ordinary course of business. We have an
accumulated deficit of $902,832 at February 29, 2004, and negative working
capital of $721,367 at February 29, 2004. These matters, among others, raise
substantial doubt about our ability to remain a going concern for a reasonable
period of time. The financial statements do not include any adjustments relating
to the recoverability or classification of assets or the amounts and
classification of liabilities that might result from the outcome of this
uncertainty. The Group's continued existence is dependent on its ability to
obtain additional financing sufficient to allow it to meet its obligations as
they become due and to achieve profitable operations.

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

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

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

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

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

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

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


ITEM 8A.  CONTROLS AND PROCEDURES

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


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS


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

Alan Bowen                61     President & CFO
Ian Warwick               43     CE0

<PAGE>

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

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

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

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

(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him form or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing, or as an investment
advisor, underwriter, broker or dealer in securities, or as an affiliated
person, director of any investment company, or engaging in or continuing any
conduct or practice in connection with such activity; (ii) engaging in any type
of business practice; or (iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal commodity laws;

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

(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 10. EXECUTIVE COMPENSATION

SUMMARY

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

<PAGE>

SUMMARY COMPENSATION TABLE

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


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

Alan Bowen      President        2004    $  0              -

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


CASH COMPENSATION: NONE

BONUSES AND DEFERRED COMPENSATION: NONE.

COMPENSATION PURSUANT TO PLANS: NONE.

PENSION TABLE: NONE.

OTHER COMPENSATION: NONE.


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


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTS

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

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

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

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


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

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

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

<PAGE>

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

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

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

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

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

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

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


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN BUSINESS RELATIONSHIPS:

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

INDEBTEDNESS OF MANAGEMENT:

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

TRANSACTIONS WITH PROMOTERS:

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(C) REPORTS ON FORM 8-K

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

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

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

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

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

Exhibit 31.2
Exhibit 31.1
Exhibit 32

<PAGE>

SIGNATURES

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

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


                              EVOLVE ONCOLOGY INC.
                                  (Registrant)
Date: July 16, 2004



                              By: /s/ Alan Bowen
                              ------------------
                              President