UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION





Washington,
      D.C. 20549





FORM
      10-KSB








x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15 (d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                the fiscal year ended: JANUARY 31,
                2008 ̈
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                transition period from _____ to _____.





Commission
      File Number 333-57946








INHIBITON
      THERAPEUTICS,
      INC.


(Name
      of
      small business issuer in its charter)





NEVADA
            88-0448626(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                Number)





7315
      EAST PEAKVIEW AVENUE, ENGLEWOOD, COLORADO 80111


(Address
      of principal executive offices)(Zip Code)





Issuer's
      telephone number, including area code: (303) 796-8940





Securities
      registered pursuant to Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act: None





Check
        whether the issuer is not required to file reports pursuant to Section 13
        or
        Section 15(d) of the Act:   ̈





Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15 (d) of the Exchange during the past 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: xYes   ̈No





Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B contained in this form, and no disclosure will be contained, to the best
      of
      the Registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB: x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  ̈Yes  xNo





Issuer’s
      revenue for its most recent fiscal year: $0





The
      aggregate market value of the voting common equity held by non-affiliates of
      the
      issuer as of April 30, 2008 was $1,067,000, based on the last sale price of
      the
      issuers common stock ($0.12 per share) as reported by the OTC Bulletin
      Board.





The
      Registrant had 17,137,219 shares of common stock outstanding as of April 30,
      2008.





Documents
      incorporated by reference: None





INHIBITON
      THERAPEUTICS, INC.


FORM
      10-KSB





THIS
      REPORT MAY CONTAIN CERTAIN “FORWARD-LOOKING” STATEMENTS AS SUCH TERM IS DEFINED
      IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 OR BY THE SECURITIES
      AND
      EXCHANGE COMMISSION IN ITS RULES, REGULATIONS AND RELEASES, WHICH REPRESENT
      THE
      REGISTRANT’S EXPECTATIONS OR BELIEFS, INCLUDING BUT NOT LIMITED TO, STATEMENTS
      CONCERNING THE REGISTRANT’S OPERATIONS, ECONOMIC PERFORMANCE, FINANCIAL
      CONDITION, GROWTH AND ACQUISITION STRATEGIES, INVESTMENTS, AND FUTURE
      OPERATIONAL PLANS.  FOR THIS PURPOSE, ANY STATEMENTS CONTAINED HEREIN
      THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING
      STATEMENTS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORDS
      SUCH AS “MAY”, “EXPECT”, “BELIEVE”, “ANTICIPATE”, “INTENT”, “COULD”, “ESTIMATE”,
“MIGHT”, OR “CONTINUE” OR THE NEGATIVE OR OTHER VARIATIONS THEREOF OR COMPARABLE
      TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING
      STATEMENTS.  THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL
      RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND THE REGISTRANT’S CONTROL,
      AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING ON A VARIETY OF IMPORTANT
      FACTORS, INCLUDING UNCERTAINTY RELATED TO ACQUISITIONS, GOVERNMENTAL REGULATION,
      MANAGING AND MAINTAINING GROWTH, THE OPERATIONS OF THE COMPANY AND ITS
      SUBSIDIARIES, VOLATILITY OF STOCK PRICE AND ANY OTHER FACTORS DISCUSSED IN
      THIS
      AND OTHER REGISTRANT FILINGS WITH THE SECURITIES AND EXCHANGE
      COMMISSION.





PART
      I





ITEM
      1.                    
DESCRIPTION OF BUSINESS





(a)           
      Business development





We
      were
      incorporated in the state of Nevada on January 19, 2000 under the name Organic
      Soils.Com, Inc.





Pursuant
      to an Agreement and Plan of Reorganization dated as of March 24, 2005
      (the “Share Exchange Agreement”), by and between Organic Soils.com, Inc.
      and Inhibetex Therapeutics, Inc., a Colorado corporation (“Inhibetex”), Organic
      Soils.com, Inc. and Inhibetex entered into a share exchange whereby all of
      the
      issued and outstanding capital stock of Inhibetex, on a fully-diluted basis,
      were exchanged for like securities of Organic Soils.com, Inc., and whereby
      Inhibetex became a wholly owned subsidiary of Organic Soils.com, Inc. (the
      “Share Exchange”).  The Share Exchange was effective as of May 19,
      2005 at which time we also changed our name to Inhibiton Therapeutics, Inc.
      (the
“Registrant” or the “Company”).





Immediately
      prior to the effective time of the Share Exchange, Inhibetex had outstanding
      104,000 shares of its common stock (“Inhibetex Common Stock”) and no shares of
      preferred stock.  In accordance with the Share Exchange Agreement,
      each share of Inhibetex Common Stock was acquired by the Company in exchange
      for
      one hundred seven (107) shares of our common stock, par value $.01 per share
      (“Common Stock”).  Inhibetex also had outstanding convertible debt
      securities, the outstanding principal and accrued and unpaid interest of which
      were convertible into shares of Inhibetex Common Stock at a price per share
      equal to 75% of the average closing price of Inhibitex Common Stock for the
      first 30 days immediately following the date Inhibetex began trading as a public
      company.  Pursuant to the Share Exchange Agreement, these convertible
      debt securities were exchanged for like convertible securities of the Company,
      whereby the outstanding principal and interest on such securities are
      convertible into shares of Common Stock at $3.39 per share, which is equal
      to
      75% of the average closing price of the




-1-




Common
      Stock for the first 30 days immediately following the date the Share Exchange
      was effective (the “Effective Date”).   Accordingly, after giving
      effect to the Share Exchange, the Registrant had 13,451,000 shares of Common
      Stock outstanding and convertible debt securities outstanding which are
      convertible into 66,372 shares of Common Stock.  As a result of the
      Share Exchange, immediately following the Share Exchange, the former Inhibetex
      shareholders together held approximately 82.7% of our outstanding voting power,
      excluding the outstanding convertible debt.  Accordingly, the Share
      Exchange constituted a change of control of the Company.





Upon
      completion of the Share Exchange, we ceased all operations relating to the
      business of Organic Soils.com and adopted the business plan of Inhibetex, which
      is now our wholly owned subsidiary.





(b)              
      Business of issuer





We
      are a
      nominally capitalized development stage company.  Our focus is the
      research and development of new cancer therapeutic agents and cancer fighting
      drugs called targeted therapies.  These new drugs identify molecular
      causes of cancer and inhibit the signals that cancer cells need to
      multiply.  Targeted drugs are different from standard chemotherapy
      that destroys both healthy and diseased cells. The destruction of healthy cells
      produces side effects such as hair loss, nausea and decreased immune response.
      In contrast, targeted drugs, also known as "smart" or "designer" drugs, take
      advantage of the cell structure, the molecular changes found in cancer cells,
      and how these changes affect the behavior of the cells. In these instances,
      side
      effects are minimal.





We
      are
      conducting our research through a Cooperative Research and Development Agreement
      (“CRADA”) signed on September 30, 2004, with the Department of Veteran’s
      Affairs.  The research is conducted at the VA Medical Center in Tampa
      Florida under the direction of Dr. Mildred Acevedo-Duncan, who is affiliated
      with the University of South Florida and the Veteran’s
      Administration.  The CRADA will have the final objective of developing
      therapeutic reagents to consist of a PKC-iota inhibitor to prevent cancer cell
      proliferation.  The CRADA agreements are a result of the Federal
      Technology Transfer Act of 1986, which provided that federal laboratories'
      developments and expertise should be made accessible to private industry, state
      and local governments. It has been further stated that one of the main purposes
      of this act is to improve the economic, environmental and social well being
      of
      the United States by stimulating the utilization of federally funded technology
      developments by the entities involved.  Under the terms of the CRADA,
      we will have the right to commercialize any inventions resulting from this
      research.





Dr.
      Acevedo-Duncan holds a BA, MA and PhD from the University of California,
      Riverside, and completed post doctoral studies at the University of Florida.
      Dr.
      Duncan has been a research biologist at the VA Medical Center in Tampa, Florida
      since 1991 and is a member of the HL Moffitt Cancer Center and Research
      Institute in Tampa, Florida.  She has conducted research in this area
      for over ten years.





One
      of
      the advantages of the CRADA agreement is the relatively low cost facilities
      provided including laboratories, centrifuges, microscopes, incubators, hoods,
      cold room, offices, and computers, along with the availability of graduate
      student personnel to perform research at costs significantly below that of
      commercial laboratories.





-2-


The
      immediate objective of the CRADA is to first develop a mechanism to establish
      how PKC-beta II and PKC-iota directly or indirectly activate the enzyme
      CAK.  Additionally, work pursuant to the CRADA will seek to determine
      how glioma (brain cancer) protein kinase C ("PKC": an enzyme) regulates cell
      proliferation.   PKC is a family of fourteen enzymes that put a
      phosphate on proteins to regulate their functions.  The rationale for
      interest in PKC is that it has been implicated in cellular malignancy in
      numerous studies.  Cells infected with PKC-cDNA acquire
      characteristics usually attributed to malignant cells.  Our research
      is attempting to show that synthesis of a PKC inhibitor would allow the use
      of a
      compound as a chemotherapeutic agent alone, or in combination with radiation,
      to
      inhibit cancer cell proliferation.





This
      research seeks to provide insight into the genesis of cancer and malignant
      tumors of the central nervous system, which are the most devastating in children
      and the elderly. Statistics from the American Brain Tumor Association state
      that
      brain and spinal tumors are the second most frequent malignancy of childhood
      (leukemias are first) with approximately 2,200 children diagnosed with brain
      tumors annually.  According to the National Cancer Institute and
      American Cancer Society, it is estimated that approximately 1.4 million
      Americans were diagnosed with cancer in 2004 and since 1990 more than 18 million
      new cancer cases have been diagnosed.  The National Institutes of
      Health estimates that the overall cost of cancer in the year 2003 was $189.5
      billion including direct medical treatment and lost productivity.  The
      Central Brain Tumor Registry of the United States estimates that in the next
      twelve months approximately 100,000 people will be diagnosed with brain cancer
      with a five-year statistical survival rate of only 25.6%.





Progress
      toward resolution of the role of PKC in cancer cell proliferation and
      angiogenesis (the growth of new blood vessels) will be a key factor in the
      formulation of potential strategies and therapies for cancer intervention.
      Information on this research may also provide a fundamental understanding of
      the
      mechanisms of cell regulation that can be applied to other types of
      cancer.  While the primary focus of the research involves potential
      treatments for brain cancer, Dr. Acevedo-Duncan is also investigating whether
      PKC affects other types of cancer including prostate cancer, pancreatic cancer,
      and melanoma.





In
      general terms, the VA will provide facilities, government furnished equipment
      and scientific skills and we will provide funding of $75,000 quarterly for
      a
      period of three years.  Funding of the CRADA commenced in September
      2004 and the Company expensed $150,000 for research and development costs in
      the
      fiscal year ended January 31, 2008 and $300,000 in the year ended January 31,
      2007.  Presently, in addition to Dr. Acevedo-Duncan, there are two
      full-time researchers andfour collaborative
      researchers in the areas of organic chemistry, physics, drug discovery,
      biochemistry and molecular biology from three other institutions working on
      the
      CRADA research. Under the terms of the CRADA, Inhibetex will have the right
      to
      commercialize any inventions resulting from this research.  As of
      September 2007, our rights under the CRADA continue but we will have no
      obligation for further funding beyond those commitments contained in the
      CRADA.  We may amend the CRADA to provide further funding at any time,
      but are not obligated to do so.  As of the filing of this report, no
      agreements had been reached with the VA to provide further funding although
      we
      owed $237,000 in accrued funding under the CRADA at January 31,
      2008.





-3-


As
      part
      of the research conducted by Dr. Acevedo-Duncan, we learned that approximately
      100,000 compounds from the National Institutes of Health were screened as part
      of our research project for the PKC isozyme being studied.  PKC
      isozymes control cell multiplication and therefore it is believed that a PKC
      inhibitor should block the proliferation of cancer cells.  The
      research project is studying the theory that synthesis of a PKC
      inhibitor has the potential to block the proliferation of tumors and cancer
      cells.  The researchers believe that synthesis of the PKC inhibitor
      holds potential for a cancer chemotherapeutic drug because the PKC isozyme
      is
      overproduced in benign tumors and malignant cancer cells but not in normal
      cells.  Twenty compounds were identified that could serve as a PKC
      inhibitor and out of those twenty, one PKC inhibitor was chosen to be
      synthesized because it is closely related to current FDA approved
      therapies.  This has been named as ICA-1.  Cell culture
      testing began in 2007 and it is intended for this to be followed by nude mice
      studies and if appropriate, potentially clinical trials.  Progress has
      also been made in the molecular biology to obtain the structure of the PKC
      isozyme in an attempt to verify that the PKC inhibitor works as
      intended.





Laboratory
      testing to date has shown that ICA-1 was effective in blocking BE(2)C
      neuroblastoma cells.  It was also found that lower concentrations of
      ICA-1 were more efficacious in inhibiting the proliferation of 64% and 53%
      of
      neuroblastoma cells when compared to control groups.  The effective
      concentration of ICA-1 was shown to be a minimum of 3-5 fold lower than
      concentrations published for in-vitro studies of a closely related FDA approved
      chemotherapeutic drug that was shown to be effective in only 20% of the samples
      tested.  The results to date have shown promise that ICA-1 may have
      potential as a chemotherapeutic drug to inhibit cancer, especially
      neuroblastoma.





Further
      in-vitro studies investigating
      the effects of ICA-1 on breast cancer cells have also obtained promising
      results. ICA-1 was effective in reducing the proliferation of MDA-MB-468 breast
      cancer cells by 83% compared to controls when incubated with the drug for 48
      hours at clinical concentrations. For MCF-7 breast cancer cells, ICA-1 was
      effective in reducing the proliferation by 32% compared to controls when treated
      with the drug for 24 hours. These results indicate that ICA-1 has promising
      results for further in-vitro studies as well as future in-vivo studies for
      the
      potential treatment of breast cancer as well as
      neuroblastoma.





Most
      recent testing has shown that the
      ICA-1 compound has demonstrated more exacting specificity of protein kinase
      C-iota and not of proteins that are closely related to
      PKC-iota.  These results demonstrate greater promise for the
      development of a targeted therapy.





COMPETITION





The
      development and commercialization for new products to treat cancer is highly
      competitive, and there will be considerable competition from major
      pharmaceutical, biotechnology, and specialty cancer companies if we are
      successful in identifying potential therapies. Most of our competitors have
      substantially more resources than the Company, including both financial and
      technical.  These companies also have significantly greater experience
      and resources than the Company in preclinical and clinical development,
      manufacturing, regulatory, and global commercialization if those become factors
      for us.  The Company is also competing with academic institutions,
      governmental agencies and private organizations worldwide that are conducting
      research in the field of cancer.


GOVERNMENT
      REGULATION





The
      research, development, testing, manufacture, labeling, promotion, advertising,
      distribution, and marketing, among other things, of pharmaceutical products
      are
      extensively regulated by governmental authorities in the United States and
      other
      countries. In the United States, the U.S. Federal Drug Administration (“FDA”)
      regulates drugs under the Federal Food, Drug, and Cosmetic Act and its
      implementing regulations.  Should we be successful in




-4-




identifying
      and developing potential therapies, failure to comply with the applicable U.S.
      regulations may subject us to administrative or judicial sanctions, such as
      FDA
      refusal to approve pending New Drug Applications (NDAs), warning letters,
      product recalls, product seizures, total or partial suspension of production
      or
      distribution, injunctions, and/or criminal prosecution.





RESEARCH
      AND DEVELOPMENT





Pursuant
      to the CRADA agreement, we have expensed $450,000 on research and development
      costs during the past two years including $150,000 and $300,000 expensed in
      the
      fiscal years ended January 31, 2008 and 2007, respectively.  All of
      these costs were borne by us.  Of these amounts, $237,000 was accrued
      but not yet paid as of January 31, 2008.





EMPLOYEES





We
      currently have no employees.  We do, however, have personnel
      supporting our research and development activities through the CRADA as
      described above including two full-time researchers and four collaborative
      researchers. Our officers and director devote only such time to our business
      as
      is necessary to conduct the operations of the company.





RISK
      FACTORS





The
      purchase of shares of our common stock is very speculative and involves a very
      high degree of risk.  An investment in our stock is suitable only for
      the persons who can afford the loss of their entire
      investment.  Accordingly, investors should carefully consider the
      following risk factors, as well as other information set forth herein, in making
      an investment decision with respect to securities of Inhibiton.





The
      market price of our common stock may fluctuate significantly.





The
      market price of our common shares
      may fluctuate significantly in response to factors, some of which are beyond
      our
      control, such as:





·
            the
                announcement of new products
                or product enhancements by us or our
                competitors;


·
            developments
                concerning
                intellectual property rights and regulatory
                approvals;


·
            quarterly
                variations in our and
                our competitors’ results of
                operations;


·
            changes
                in earnings estimates or
                recommendations by securities
                analysts;


·
            developments
                in our industry;
                and


·
            general
                market conditions and
                other factors, including factors unrelated to our own operating
                performance.





Further,
      the stock market in general has
      recently experienced extreme price and volume fluctuations.  Continued
      market fluctuations could result in extreme volatility in the price of our
      common shares, which could cause a decline in the value of our common
      shares.  You should also be aware that price volatility might be worse
      if the trading volume of our common shares is low.





-5-


Because
      we gained access to the public markets pursuant to a share exchange, we may
      not
      be able to attract the attention of major brokerage firms.





Additional
      risks may exist since we
      gained access to the public markets through a share
      exchange.  Security analysts of major brokerage firms may not cover us
      since there is no incentive to brokerage firms to recommend the purchase of
      our
      common stock.  No assurance can be given that brokerage firms will
      want to conduct any secondary offerings on our behalf in the
      future.





Trading
      of our common stock is limited.





Trading
      of our common stock is conducted on the National Association of Securities
      Dealers’ Over-the-Counter Bulletin Board, or “OTC Bulletin
      Board.”  This has adversely effected the liquidity of our securities,
      not only in terms of the number of securities that can be bought and sold at
      a
      given price, but also through delays in the timing of transactions and reduction
      in security analysts' and the media's coverage of us.  This may result
      in lower prices for our common stock than might otherwise be obtained and could
      also result in a larger spread between the bid and asked prices for our common
      stock.





Because
      it is a “penny stock,” it will be more difficult for you to sell shares of our
      common stock.





Our
      common stock is a “penny stock.”  Broker-dealers who sell penny stocks
      must provide purchasers of these stocks with a standardized risk-disclosure
      document prepared by the SEC.  This document provides information
      about penny stocks and the nature and level of risks involved in investing
      in
      the penny-stock market.  A broker must also give a purchaser, orally
      or in writing, bid and offer quotations and information regarding broker and
      salesperson compensation, make a written determination that the penny stock
      is a
      suitable investment for the purchaser, and obtain the purchaser’s written
      agreement to the purchase.  The penny stock rules may make it
      difficult for you to sell your shares of our stock.  Because of the
      rules, there is less trading in penny stocks.  Also, many brokers
      choose not to participate in penny-stock
      transactions.   Accordingly, you may not always be able to resell
      shares of our common stock publicly at times and prices that you feel are
      appropriate.





Risks
      Related to Our
      Business





We
      currently have no product revenues and will need to raise additional capital
      to
      operate our business.





To
      date,
      we have generated no product revenues.  Until we receive approval from
      the FDA and other regulatory authorities for any potential product candidates
      developed from our research, we will not have product revenues.  There
      is no assurance we will have any potential product
      candidates.  Therefore, for the foreseeable future, we will have to
      fund all of our operations and capital expenditures from additional financing,
      which may not be available on favorable terms, if at all.  If we are
      unable to raise additional funds on acceptable terms, or at all, we may be
      unable to complete our research or fund necessary pre-clinical or clinical
      trials or obtain approval of any product candidates from the FDA and other
      regulatory authorities should our research be successful.  In
      addition, we could be forced to discontinue product development.  Any
      additional sources of financing will likely involve the sale of our equity
      securities, which will have a dilutive effect on our stockholders.





-6-


We
      are not currently profitable and may never become profitable.





We
      have a
      history of losses and expect to incur substantial losses and negative operating
      cash flow for the foreseeable future, and we may never achieve or maintain
      profitability.  Even if we succeed in developing and commercializing
      one or more products, we expect to incur substantial losses for the foreseeable
      future and may never become profitable.  We also expect to continue to
      incur significant operating and capital expenditures and anticipate that our
      expenses will increase substantially in the foreseeable future as we continue
      to
      undertake research and development of potential novel cancer
      therapies.





We
      also
      expect to experience negative cash flow for the foreseeable future as we fund
      our operating losses and capital expenditures.  As a result, we will
      need to generate significant revenues or raise additional capital in order
      to
      achieve and maintain profitability.  We may not be able to generate
      these revenues or achieve profitability in the future.  Our failure to
      achieve or maintain profitability could negatively impact the value of our
      stock.





We
      have a limited operating history upon which to base an investment
      decision.





Inhibiton
      is a development-stage company that was founded in 2004.  To date, we
      have not demonstrated an ability to perform the functions necessary for the
      successful commercialization of any product.   The successful
      commercialization of any product developed through our research will require
      us
      to perform a variety of functions, including:





·
            continuing
                to undertake research and development upon the commencement of
                pre-clinical development and clinical trials if warranted by our
                research;


·
            participating
                in regulatory approval processes;


·
            formulating
                and manufacturing products; and


·
            conducting
                sales and marketing activities.





Our
      operations have been limited to organizing our company, acquiring and securing
      our proprietary technology and undertaking, through third parties, research
      and
      development of potential cancer therapies. These operations provide a limited
      basis for you to assess our ability to commercialize any product candidates
      and
      the advisability of investing in our securities.





We
      may not obtain the necessary U.S. or worldwide regulatory approvals to
      commercialize any product candidates.





We
      will
      need FDA approval to commercialize any product candidates, if developed, in
      the
      U.S. and approvals from the FDA equivalent regulatory authorities in foreign
      jurisdictions to commercialize any product candidates in those
      jurisdictions.  In order to obtain FDA approval of any product
      candidate, we must submit to the FDA a New Drug Application, or NDA,
      demonstrating that the product candidate is safe for humans and effective for
      its intended use. This demonstration requires significant research and animal
      tests, which are referred to as pre-clinical studies, as well as human tests,
      which are referred to as clinical trials.   Satisfaction of the
      FDA’s regulatory requirements typically takes many years, depends upon the type,
      complexity and novelty of the product candidate and requires substantial
      resources for research, development and testing.   We cannot
      predict whether our research and any clinical approaches will result in drugs
      that the FDA considers safe for humans and effective for indicated uses. The
      FDA
      has substantial discretion in the drug approval process and may require us
      to
      conduct additional pre-clinical and




-7-


clinical
      testing or to perform post-marketing studies.  The approval process
      may also be delayed by changes in government regulation, future legislation
      or
      administrative action or changes in FDA policy that occur prior to or during
      our
      regulatory review.   Delays in obtaining regulatory approvals
      may:





·
            delay
                commercialization of, and the ability to derive product revenues
                from, any
                product candidates;


·
            impose
                costly procedures on us; and


·
            diminish
                any competitive advantages that we may otherwise
                enjoy.





Even
      if
      we comply with all FDA requests, the FDA may ultimately reject one or more
      of
      any New Drug Applications (NDAs). We cannot be sure that we will ever obtain
      regulatory clearance for any product candidate. Failure to obtain FDA approval
      of any product candidates will severely undermine our business by reducing
      our
      number of salable products and, therefore, corresponding product
      revenues.





In
      foreign jurisdictions, we must receive approval from the appropriate regulatory
      authorities before we can commercialize any drugs.  Foreign regulatory
      approval processes generally include all of the risks associated with the FDA
      approval procedures described above.  We cannot assure you that we
      will receive the approvals necessary to commercialize any product candidate
      for
      sale outside the United States.





Clinical
      trials are very expensive, time-consuming and difficult to design and
      implement.





Human
      clinical trials are very expensive and difficult to design and implement, in
      part because they are subject to rigorous regulatory
      requirements.  The clinical trial process is also time
      consuming.  We estimate that once commenced, clinical trials of
      product candidates take at least several years to
      complete.  Furthermore, failure can occur at any stage of the trials,
      and we could encounter problems that cause us to abandon or repeat clinical
      trials.   The commencement and completion of clinical trials may
      be delayed by several factors, including:





·
            unforeseen
                safety issues;


·
            determination
                of dosing issues;


·
            lack
                of effectiveness during clinical
                trials;


·
            slower
                than expected rates of patient
                recruitment;


·
            inability
                to monitor patients adequately during or after treatment;
                and


·
            inability
                or unwillingness of medical investigators and institutional review
                boards
                to follow our clinical protocols.





In
      addition, we or the FDA may suspend clinical trials at any time if it appears
      that we are exposing participants to unacceptable health risks or if the FDA
      finds deficiencies in our submissions or the conduct of these
      trials.   Additionally, even if clinical trials are completed as
      planned, we cannot be certain that their results will support our product
      candidate claims.   Ultimately, the clinical trial process may
      fail to demonstrate that our product candidates are safe for humans and
      effective for indicated uses, possibly causing us to abandon a product candidate
      and may delay development of other product candidates.





-8-


Our
      drug-development program depends upon third-party researchers who are outside
      our control.





We
      depend
      upon independent investigators and collaborators, such as universities and
      medical institutions, to conduct our research and development under agreements
      with us. These collaborators are not our employees and we cannot control the
      amount or timing of resources that they devote to our programs.  These
      investigators may not assign as great a priority to our programs or pursue
      them
      as diligently as we would if we were undertaking such programs
      ourselves.  If outside collaborators fail to devote sufficient time
      and resources to our drug-development programs, or if their performance is
      substandard, the approval of our FDA applications, if any, and our introduction
      of new drugs, if any, will be delayed.  These collaborators may also
      have relationships with other commercial entities, some of whom may compete
      with
      us. If our collaborators assist our competitors at our expense, our competitive
      position would be harmed.





Developments
      by competitors may render our products or technologies obsolete or
      non-competitive.





Companies
      pursuing different but related fields represent substantial
      competition.  Many of these organizations have substantially greater
      capital resources, larger research and development staffs and facilities, longer
      drug development history in obtaining regulatory approvals and greater
      manufacturing and marketing capabilities than we do.  These
      organizations also compete with us to attract qualified personnel, parties
      for
      acquisitions, joint ventures or other collaborations.





If
      we fail to adequately protect or enforce our intellectual property rights or
      secure rights to patents of others, the value of our intellectual property
      rights would diminish.





Our
      success, competitive position and future revenues will depend in part on our
      ability, and the abilities of any licensors we may engage, to obtain and
      maintain patent protection for our products, methods, processes and other
      technologies, to preserve our trade secrets, to prevent third parties from
      infringing on our proprietary rights and to operate without infringing the
      proprietary rights of third parties.





We
      cannot
      predict:





·
            the
                degree and range of protection any patents will afford us against
                competitors, including whether third parties will find ways to invalidate
                or otherwise circumvent our licensed
                patents;


·
            if
                and when patents will issue;


·
            whether
                or not others will obtain patents claiming aspects similar to those
                covered by our licensed patents and patent applications;
                or


·
            whether
                we will need to initiate litigation or administrative proceedings
                which
                may be costly whether we win or
                lose.





Our
      success also depends upon the skills, knowledge and experience of our scientific
      and technical personnel, our consultants and advisors as well as any licensors
      and contractors.  To help protect our proprietary know-how and our
      inventions for which patents may be unobtainable or difficult to obtain, we
      will
      rely on trade secret protection and confidentiality agreements.  To
      this end and to the extent possible, we intend to require all of our employees
      and consultants to enter into agreements which prohibit the disclosure of
      confidential information and, where applicable, require disclosure and
      assignment to us of the ideas, developments, discoveries and inventions




-9-




important
      to our business.  These agreements may not provide adequate protection
      for our trade secrets, know-how or other proprietary information in the event
      of
      any unauthorized use or disclosure or the lawful development by others of such
      information.  If any of our trade secrets, know-how or other
      proprietary information is disclosed, the value of our trade secrets, know-how
      and other proprietary rights would be significantly impaired and our business
      and competitive position would suffer.





If
      we infringe the rights of third parties we could be prevented from selling
      products, forced to pay damages, and defend against litigation.





If
      any
      future potential products, methods, processes and other technologies infringe
      the proprietary rights of other parties, we could incur substantial costs and
      we
      may have to:





·
            obtain
                licenses, which may not be available on commercially reasonable terms,
                if
                at all;


·
            redesign
                our products or processes to avoid
                infringement;


·
            stop
                using the subject matter claimed in the patents held by others, which
                could cause us to lose the use of one or more of our product
                candidates;


·
            pay
                damages; or


·
            defend
                litigation or administrative proceedings which may be costly whether
                we
                win or lose, and which could result in a substantial diversion of
                our
                valuable management resources.





We
      rely on key executive officers and scientific and medical advisors, and their
      knowledge of our business and technical expertise would be difficult to
      replace.





We
      are
      highly dependent on our principal scientific, regulatory and medical advisors
      and officers.  We do not have “key person” life insurance policies for
      any of our key people.  The loss of the technical knowledge and
      management and industry expertise of any of our key personnel could result
      in
      delays in product development, loss of customers and sales and diversion of
      management resources, which could adversely affect our operating
      results.





If
      we are unable to hire additional qualified personnel, our ability to grow our
      business may be harmed.





We
      may
      need to hire additional qualified personnel with expertise in pre-clinical
      testing, clinical research and testing, government regulation, formulation
      and
      manufacturing and sales and marketing.  We will face intense
      competition for qualified individuals, and we cannot be certain that our search
      for such personnel will be successful.  Attracting and retaining
      qualified personnel will be critical to our success.




ITEM
      2.                            
DESCRIPTION OF PROPERTY.





Our
      executive offices are located at 7315 East Peakview Avenue, Englewood, Colorado
      80111 and are provided to us on a month to month basis by a corporation in
      which
      our officers and director are affiliated. We paid $750 per month during the
      fiscal year ended January 31, 2007 and the first nine months of the fiscal
      year
      ended January 31, 2008. Beginning in the fourth quarter of the fiscal year
      ended
      January 31, 2008, that amount increased to $1,000 per month. These amounts
      include the use of office space as well as the use of fax machines, copy
      machines, telephone equipment and other office equipment and
      supplies.








-10-


ITEM
      3.                            
LEGAL PROCEEDINGS.





During
      the year ended January 31, 2006, we received proceeds of $30,000, in exchange
      for a promissory note from an unaffiliated third party.  The entire
      balance of this note remained outstanding at January 31, 2008.  The
      promissory note was issued at an interest rate of 8% per annum and is due on
      demand.  Accrued interest payable on the note totaled $6,917 at
      January 31, 2008.  In January 2008, the holder of this note filed a
      lawsuit against us in Douglas County Court, Douglas County Colorado, claiming
      the interest rate under this note was 44% and therefore the Company owed
      approximately $38,000 in interest payable at January 31, 2008, despite the
      fact
      the note holder executed confirmations of the interest rate in connection with
      both the January 31, 2006 and 2007 financial statement audits.  The
      Company is disputing the claimed increased interest rate and intends to
      vigorously defend this lawsuit.  Should the Company not prevail in
      this action, the maximum exposure pursuant to the suit would be the difference
      of approximately $31,000 in accrued interest on the note at January 31, 2008,
      plus any further interest expense at the increased interest rate for future
      periods until the matter is settled.




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





No
      items
      were submitted to our security holders during the fourth quarter ended January
      31, 2008.








PART
      II





ITEM
      5.                            
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.





(a)           
      Market information





Our
      common stock is not listed on any exchange; however, market quotes for the
      Company’s common stock (under the symbol “IHBT”) may be obtained from the OTC
      Bulletin Board (“OTCBB”).  The OTCBB is a regulated quotation service
      that displays real-time quotes, last-sale prices and volume information in
      over-the-counter (“OTC”) securities.  The following table sets forth,
      for the indicated fiscal periods, the high and low bid prices (as reported
      by
      the OTCBB) for the Company’s common stock.





Bid
                PriceHigh
            
            LowFiscal
                year ended
                January 31, 2008Quarter
                ended January 31, 2008
            $0.56
            
            $0.26Quarter
                ended October 31, 2007
            $0.35
            
            $0.26Quarter
                ended July 31, 2007
            $0.50
            
            $0.29Quarter
                ended April 30, 2007
            $0.51
            
            $0.29


-11-





Fiscal
                year ended
                January 31, 2007Quarter
                ended January 31, 2007
            $0.48
            
            $0.26Quarter
                ended October 31, 2006
            $0.51
            
            $0.26Quarter
                ended July 31, 2006
            $2.50
            
            $0.25Quarter
                ended April 30, 2006
            $3.03
            
            $2.20





The
      prices set forth in this table represent quotes between dealers and do not
      include commissions, mark-ups or mark-downs, and may not represent actual
      transactions.





(b)           
      Holders





The
      number of record holders of our common stock as of May 8, 2008, was 85 according
      to our transfer agent.  This amount excludes an indeterminate number
      of shareholders whose shares are held in “street” or “nominee”
name.





(c)           
      Dividends





We
      have
      never declared or paid a cash dividend on our common stock and do not anticipate
      paying any cash dividends in the foreseeable future.





(d)           
      Securitiesauthorized
      for issuance underequitycompensationplans





We
      have
      the following securities authorized for issuance under our equity compensation
      plans as of January 31, 2008, including options available for future issuance
      under our 2005 Stock Incentive Plan approved by our security holders on March
      31, 2005.





Equity
      Compensation Plan Information


Plan
                category
            Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            
            Weighted-average
                exercise price of outstanding options, warrants and rights
            
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))(a)
            
            (b)
            
            (c)Equity
                compensation plans approved by security holders
            425,000
            
            $0.35
            
            1,025,000Equity
                compensation plans not approved by security holders
            -0-
            
            $-0-
            
            -0-Total
            425,000
            
            $0.35
            
            1,025,000








Recent
      Sales of Unregistered
      Equity Securities





In
      December 2007, we issued 500,000 shares of common stock under our 2005 Stock
      Incentive Plan to an unaffiliated accredited investor pursuant to the execution
      of a one year consulting agreement.  These shares were valued at $0.35
      per share, or $175,000, which was the market value on the date of
      issuance.





-12-


In
      January 2008, we issued 150,000 shares of our common stock to two unaffiliated
      accredited investors pursuant to a private placement of our common
      stock.  The shares were sold for $40,000 or $0.27 per unit which
      consisted of one share of common stock and one common stock purchase
      warrant.  Each warrant is exercisable at $0.50 per share for a period
      of three years from the issuance date.





In
      February 2008, we issued 242,000 shares of our common stock to four unaffiliated
      accredited investors pursuant to a private placement of our common
      stock.  The shares were sold for $68,000 or $0.28 per unit which
      consisted of one share of common stock and one common stock purchase
      warrant.  Each warrant is exercisable at $0.50 per share for a period
      of three years from the issuance date.





We
      offered and sold the securities in reliance on an exemption from federal
      registration under Section 4(2) of the Securities Act of 1933 and Rule 506
      promulgated thereunder. We relied on this exemption and rule based on the fact
      that there were a limited number of investors, all of whom were accredited
      investors and (i) either alone or through a purchaser representative, had
      knowledge and experience in financial and business matters such that each was
      capable of evaluating the risks of the investment, and (ii) we had obtained
      subscription agreements from such investors indicating that they were purchasing
      for investment purposes only. The securities were not registered under the
      Securities Act and may not be offered or sold in the United States absent
      registration or an applicable exemption from registration requirements. The
      disclosure contained herein does not constitute an offer to sell or a
      solicitation of an offer to buy any securities of the Company, and is made
      only
      as permitted by Rule 135c under the Securities Act.




ITEM
      6.                            
PLAN OF OPERATION.





General:





Effective
      as of May 19, 2005, pursuant to an Agreement and Plan of Reorganization dated
      as
      of March 24, 2005 (the “Share Exchange Agreement”) by and between Organic
      Soils.com, Inc., a Nevada corporation (the “Company”) and Inhibetex
      Therapeutics, Inc., a Colorado corporation (“Inhibetex”), the Company and
      Inhibetex entered into a share exchange whereby all of the issued and
      outstanding capital stock of Inhibetex, on a fully-diluted basis, were exchanged
      for like securities of the Company, and whereby Inhibetex became a wholly owned
      subsidiary of the Registrant (the “Share
      Exchange”).  Contemporaneously, we changed our name to “Inhibiton
      Therapeutics, Inc.”





The
      independent auditors’ report on our financial statements for the years ended
      January 31, 2008 and 2007, includes a “going concern” explanatory paragraph that
      describes substantial doubt about our ability to continue as a going
      concern.  Management’s plans in regard to the factors prompting the
      explanatory paragraph are discussed below and also in Note 1 to the audited
      consolidated financial statements.





(a)           
      Plan of operation





Upon
      completion of the Share Exchange, we ceased all operations relating to the
      business of Organic Soils.com and adopted the business plan of Inhibetex, which
      is now our wholly owned subsidiary.  Our focus is the research and
      development of new cancer therapeutic agents and cancer fighting drugs called
      targeted therapies.  We are conducting our research through a
      Cooperative Research and Development Agreement (“CRADA”) signed on September 30,
      2004, with the Department of Veteran’s Affairs.





-13-


In
      general terms, the VA is providing facilities, government furnished equipment
      and scientific skills and we have provided funding of $75,000 quarterly for
      a
      period of three years.  Funding of the CRADA commenced in September
      2004 and we have expensed $900,000 in research and development expense of which
      $237,000 remains accrued but unpaid through January 31, 2008.





While
      our
      independent auditor has presented our financial statements on the basis that
      we
      are a going concern, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business over a reasonable
      length of time, they have raised a substantial doubt about our ability to
      continue as a going concern.





To
      address the going concern situation addressed in our financial statements at
      January 31, 2008, we will require approximately $275,000 of additional capital
      to fund the balance due under the CRADA agreement as well as for general
      corporate working capital to fund our minimal day-to-day operations and costs
      associated with being a publicly-traded company.  This amount does not
      include any amounts which may be necessary to pay off existing debt or accrued
      expenses.  We presently believe the source of funds will primarily
      consist of debt financing, which may include further loans from our officers
      or
      directors as detailed more fully in the accompanying financial statements,
      or
      the sale of our equity securities in private placements or other equity
      offerings or instruments.  During the fiscal year ended January 31,
      2008, we received a net of approximately $442,000 from our financing activities,
      which included the issuance of promissory notes totaling $5,200 and shares
      of
      our common stock and warrants totaling $437,000.  We have received
      approximately $68,000 in additional funds through equity sales during the first
      quarter ended April 30, 2008.





We
      can
      make no assurance that we will be successful in raising the funds necessary
      for
      our working capital requirements as suitable financing may not be available
      and
      we may not have the ability to sell our equity securities under acceptable
      terms
      or in amounts sufficient to fund our needs. Our inability to access various
      capital markets or acceptable financing could have a material effect on our
      results of operations, research and deployment of our business strategies and
      severely threaten our ability to operate as a going concern.





During
      the remainder of our fiscal year and for the foreseeable future, we will be
      concentrating on raising the necessary working capital through acceptable debt
      facilities and equity financing to insure our ability to continue our research
      and implement other business strategies.  To the extent that
      additional capital is raised through the sale of equity or equity related
      securities, the issuance of such securities could result in significant dilution
      of our current shareholders.





(c)           
      Off-Balance sheet arrangements





During
      the fiscal year ended January 31, 2008, the Company did not engage in any
      off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation
      S-B.





-14-





ITEM
      7.                            
FINANCIAL STATEMENTS.





The
      financial statements and related information required to be filed are indexed
      and begin on page F-1 and are incorporated herein.




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





Not
      applicable.




ITEM
      8A.                      
CONTROLS AND PROCEDURES.





Management
      of the Company is responsible for establishing and maintaining an adequate
      system of internal control over financial reporting (as such term is defined
      in
      Rules 13a-15(f)).  Under the supervision and with the participation of
      Henry Fong, our Chief Executive Officer, we conducted an evaluation and
      effectiveness of the design and operation of our disclosure controls and
      procedures as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities
      and Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the
      period covered by this report (the “Evaluation Date”).  Based on this
      evaluation, our acting chief executive officer concluded that, as of the
      Evaluation Date, our disclosure controls and procedures are effective such
      that
      the information relating to us required to be disclosed with our with the
      Securities and Exchange Commission (“SEC”) reports is (i) recorded, processed,
      summarized and reported within the time period specified in SEC rules and forms,
      and (ii) is accumulated and communicated to our management, including our acting
      chief executive officer, as appropriate to allow timely decisions requiring
      timely disclosure.





Our
      internal control over financial reporting is a process designed to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes of accounting
      principles generally accepted in the United States.  Because of its’
inherit limitations, internal control over financial reporting may not prevent
      or detect misstatements.  Therefore, even those systems determined to
      be effective can provide only reasonable assurance of achieving their control
      objectives.  In evaluating the effectiveness of our internal control
      over financial reporting, our management used the criteria set forth by
      Generally Accepted Accounting Principles (“GAAP”).  Based on this
      evaluation, our management concluded, as of January 31, 2008, our internal
      control over financial reporting was effective based on those
      criteria.





This
      annual report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial
      reporting.  Management’s report was not subject to attestation by our
      registered public accounting firm pursuant to temporary rules of the SEC that
      permit us to provide only management’s report in this annual
      report.




ITEM
      8B.                      
OTHER INFORMATION.





Not
      applicable.





-15-





PART
      III





ITEM
      9.                            
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.





(a)           
      Identification of directors and executive officers





The
      following table sets forth the name, age, position and office term of each
      executive officer and director of the Company.





NAME
            AGE
            POSITION
            SINCEHenry
                Fong
            72
            President,
                Principal Executive Officer, Principal Accounting Officer and
                Director
            May
                2005Thomas
                B. Olson
            42
            Secretary
            May
                2005





The
      following is a brief biography of our officers and directors.





HENRY
      FONG


Mr.
      Fong has been the president and a
      director of the Company since May 2005, and has held the same positions with
      our
      operating subsidiary, Inhibetex Therapeutics, Inc. since its inception in May
      2004.  Mr. Fong was the president, treasurer and a director of
      Hydrogen Power, Inc. (f/k/a Equitex, Inc.) a publicly traded alternative energy
      company, from its inception in 1983 to January 2007. Mr. Fong has been a
      director of FastFunds Financial Corporation, a publicly traded financial
      services company, since June 2004.  Mr. Fong has been president and a
      director of Equitex 2000, Inc. since its inception in 2001. Mr. Fong has been
      President and a Director of China Nuvo Solar Energy, Inc. since March 2002.
      China Nuvo Solar Energy is a publicly traded company developing alternative
      energy solutions.  From 1959 to 1982 Mr. Fong served in various
      accounting, finance and budgeting positions with the Department of the Air
      Force. During the period from 1972 to 1981 he was assigned to senior supervisory
      positions at the Department of the Air Force headquarters in the Pentagon.
      In
      1978, he was selected to participate in the Federal Executive Development
      Program and in 1981, he was appointed to the Senior Executive Service. In 1970
      and 1971, he attended the Woodrow Wilson School, Princeton University and was
      a
      Princeton Fellow in Public Affairs. Mr. Fong received the Air Force Meritorious
      Civilian Service Award in 1982.  Mr. Fong has passed the uniform
      certified public accountant exam. In March 1994, Mr. Fong was one of twelve
      CEOs
      selected as Silver Award winners in FINANCIAL WORLD magazine's corporate
      American "Dream Team."





THOMAS
      B. OLSON


Mr.
      Olson
      has been secretary of the Company since May 2005, and has held the same
      positions with our operating subsidiary, Inhibetex Therapeutics, Inc. since
      its
      inception in May 2004.  Mr. Olson was the secretary of Hydrogen Power,
      Inc. (f/k/a Equitex, Inc.), a publicly traded alternative energy company, from
      January 1988 to April 2007.  Since March 2002, Mr. Olson has been the
      secretary of China Nuvo Solar Energy, Inc., a publicly traded company developing
      alternative energy solutions. Mr. Olson has been Secretary of Equitex 2000,
      Inc.
      since its inception in 2001.  From August 2002 to July 2004, Mr. Olson
      was secretary of El Capitan Precious Metals, Inc., a publicly traded company
      with ownership interest in mining properties. Mr. Olson has attended Arizona
      State University and the University of Colorado at Denver.





-16-


(b)           
      Significant employees





Not
      applicable.





(c)           
      Family relationships





None.





(d)           
      Involvement in certain legal proceedings





Not
      applicable.





Code
      of
      Ethics





We
      have
      adopted a Code of Ethics for our financial management staff.  The Code
      of Ethics filed as Exhibit 14.1 to this Annual Report on Form
      10-KSB.





Corporate
      Governance





There
      have been no material changes to procedures by which security holders may
      recommend nominees to our board of directors.





We
      currently have no standing audit committee of our board of
      directors.  Our sole director, Mr. Henry Fong, currently performs this
      function.  While we currently have no standing audit committee, we
      have determined that Mr. Fong would be considered an audit committee financial
      expert although he is not an independent director.








ITEM
      10.                            
EXECUTIVE COMPENSATION.





(a)           
      General





Beginning
      October 1, 2003, our president and secretary each receive a management fee
      (salary) of $8,000 and $2,000 per month, respectively.  Of the amounts
      set forth below as well as for previous periods, $266,000 remains accrued but
      unpaid to Mr. Fong.





The
      following table summarizes the compensation accrued to our Principal Executive
      Officer and any other executive officers for the year ended January 31, 2008,
      whose total compensation exceeded $100,000.





(b)           
      Summary compensation table





Name
                and
              Principal
                Position
            Fiscal
                Year
            Salary
            Bonus
            Option
                Awards
            All
                Other Compensation
            TotalHenry
                Fong
              President
                & Director
              Principal
                Executive Officer
            2008
              
              
              2007
            $96,000
              
              
              $96,000
            $0
              
              
              $0
            $99,000
              
              
              $0
            $0
              
              
              $0
            $195,000
              
              
              $96,000





-17-


(c)           
      Narrative disclosure to summary
      compensation
      table.





We
      currently have no employment agreements or arrangements with either of our
      officers.  Our officers received no compensation other than management
      fees (salary) and the grant of certain stock options during the last fiscal
      year.   In December 2007, Mr. Fong was granted 300,000 options to
      purchase our common stock under our 1995 Stock Incentive Plan.  The
      options expire five years from their issue date and have an exercise price
      of
      $0.35 per share, the market price reported on the date of
      grant.  These options were valued at $99,000 based upon the
      Black-Scholes option pricing model ($0.33 grant date value per
      option).





(d)           
      Outstanding equity awards at fiscal year end table.





Option
                Awards
            Stock
                AwardsName
            Number
                of Securities Underlying Unexercised Options
              (#)
              Exer-cisable
            Number
                of Securities Under-lying Unexer-cised Options
              (#)
              Unexer-cisable
            Equity
                Incentive Plan Awards: Number of Securities Under-lying Unexer-cised
                Unearned Options
              (#)
            Option
                Exercise Price
              ($)
            Option
                Expiration
              Date
            Number
                of Securities That Have Not Vested
              (#)
            Market
                Value of Securities That Have Not Vested
              ($)
            Equity
                Incentive Plan Awards: Number of Unearned Securities or Other Rights
                That
                Have Not Vested
              (#)
            Equity
                Incentive Plan Awards: Market or Payout Value of Unearned Securities
                or
                Other Rights That Have Not Vested
              ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Henry
                Fong
            425,000
            0
            0
            $0.34
            12/21/2012
            0
            $0
            0
            $0




(e)           
      Additional narrative disclosure.





We
      currently have no retirement plans or similar benefits for our
      officers.  We also have no contracts or agreements with our officers
      for payments that may result from their resignation, retirement, or other
      termination, or in the event of a change in control.





(f)           
      Compensation of directors





Our
      sole
      director received no compensation specifically for his services as our director
      during the year ended January 31, 2008.   Mr. Fong did receive
      $96,000 in management fees and options valued at $99,000 for his service as
      an
      officer of the Company in the year ended January 31, 2008.





ITEM
      11.                            
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.





The
      following table sets forth information known to us with respect to the
      beneficial ownership (as such term is defined in Rule 13d-3 under the Securities
      Exchange Act of 1934, as amended) of the outstanding common stock of the Company
      as of April 30, 2008 (1) each person known by us to beneficially own 5% or
      more of the Company’s outstanding common stock, (2) each named executive
      officer (as defined in Item 402(a)(2) of Regulation S-B promulgated under the
      Securities Act of 1933, as amended), (3) each of our directors and
      (4) all of our named executive officers and directors as a group. The
      number of shares beneficially owned is determined under rules promulgated




-18-




by
      the
      SEC, and the information is not necessarily indicative of beneficial ownership
      for any other purpose.  Including those shares in the tables does not,
      however, constitute an admission that the named stockholder is a direct or
      indirect beneficial owner of those shares.   We had 17,137,219
      shares outstanding as of April 30, 2008.





Name
                of Beneficial Owner
            Number
                of Shares
              Beneficially
                Owned(1)
            Percent
                of
              ClassGulfstream
                Financial Partners, LLC
              7315
                East Peakview Avenue
              Englewood,
                CO 80111
            3,085,000(2)
            18.0%Wayne
                Mills
              1615
                Northridge Drive
              Medina,
                MN  55391
            1,808,817
                (3)
            10.6%Perkins
                Capital Management, Inc.
              730
                East Lake Street
              Wayzata,
                MN  55391
            2,963,000(4)
            16.3%Richard
                Lockwood
              336
                124th
                Ln
              Coon
                Rapids, MN 55448
            1,117,863
            6.5%Henry
                Fong
              7315
                East Peakview Avenue
              Englewood,
                CO  80111
            3,385,000
                (5)
            19.4%Thomas
                B. Olson
              7315
                East Peakview Avenue
              Englewood,
                CO  80111
            371,400
                (6)
            2.1%All
                Executive Officers and
              Directors
                as a Group (2 persons)
            3,756,400(5)(6)
            21.4%





__________


(1)
            Beneficial
                ownership is determined in accordance with the rules of the SEC,
                and
                includes general voting power and/or investment power with respect
                to
                securities.  Shares of common stock subject to options or
                warrants currently exercisable or exercisable within 60 days of the
                record
                rate are deemed outstanding for computing the beneficial ownership
                percentage of the person holding such options or warrants but are
                not
                deemed outstanding for computing the beneficial ownership percentage
                of
                any other person.  Except as indicated by footnote, the persons
                named in the table above have the sole voting and investment power
                with
                respect to all shares of common stock shown as beneficially owned
                by
                them.


(2)
            Mr.
                Henry Fong, our president and sole director, is the president, director
                and sole stockholder of Gulfstream financial
                Partners.


(3)
            Based
                on Schedule 13-D/A filed with the Securities and Exchange Commission
                on
                February 14, 2008.  Mr. Mills owns 599,949 shares. Blake Capital
                Partners, LLC, a Minnesota limited liability corporation ("Blake
                Capital"), owns 588,500 shares. Blake Advisors, LLC, a Minnesota
                limited
                liability corporation (“Blake Advisors”), owns 255,730 shares. Mr. Mills
                is the sole officer, director, and controlling person of Blake Capital
                and
                Blake Advisors. Mr. Mills has sole voting and dispositive power over
                these
                shares. KM Family Investments, LLC, a Minnesota LLC, owns 364,638
                shares.
                Mr. Mills is sole member of this
                LLC.


(4)
            Based
                on Schedule 13-G/A filed with the Securities and Exchange Commission
                on
                January 11, 2008. Includes 1,963,000 common equivalents and 1,000,000
                warrants held by clients of Perkins Capital Management, Inc.  Of
                these shares, 1,228,000 common equivalents and 800,000 warrants are
                held
                by Pyramid Partners, L.P., a Minnesota Limited Partnership in which
                Perkins Capital Management is the General
                Partner.


(5)
            Consists
                of 3,085,000 shares held by Gulfstream Financial Partners, LLC, of
                which
                Mr. Fong is the president, director and sole
                stockholder.  Includes 300,000 shares exercisable under our 1995
                Stock Incentive Plan.


(6)
            Includes
                271,000 shares held by the Thomas B. Olson and Kimberly A. Olson
                as
                JTWROS.  Includes 100,000 shares exercisable under our 1995
                Stock Incentive Plan.





-19-


(c)           
      Changes in control





We
      are
      not aware of any arrangements that could result in a change in control of the
      Company.








ITEM
      12.                            
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.





(a)           
      Transactions with related persons





Our
      offices are provided to us on a month to month basis by a corporation in which
      our officers and director are affiliated.  We pay $1,000 per month
      beginning in December 2007 for use of office space and the use of fax machines,
      copy machines, telephone equipment and other office equipment.  Prior
      to December 2007, we paid $750 per month for the office space and
      services.





During
      the year ended January 31, 2008, we repaid our President, Henry Fong, $18,541
      on
      loans outstanding at January 31, 2007 totaling $19,212.  At January
      31, 2008, $671 in principal and $15 in accrued interest remained
      outstanding.  The promissory notes have an interest rate of 8% per
      annum and are due on demand.  At April 30, 2008, $671 of these notes
      remained outstanding.





As
      of
      January 31, 2007, we owed a trust created by our president for the benefit
      of
      his children promissory notes totaling $296,158.  During the year
      ended January 31, 2008, we repaid $21,546 in principal leaving a balance at
      that
      date of $274,612 with accrued interest payable of $31,255. The notes bear
      interest rate of 8% and are due on demand.  At April 30, 2008,
      $274,612 of these notes remained outstanding.





At
      January 31, 2007, we owed a corporation owned by our president, $134,608 in
      principal on promissory notes issued in 2006 and 2007.  During the
      year ended January 31, 2008, we repaid $74,534 against these notes leaving
      a
      principal balance due at January 31, 2008 of $60,074 with accrued interest
      payable of $1,306.  All of the promissory notes have an interest rate
      of 8% per annum and are due on demand.  At April 30, 2008,
      approximately $117,000 of these notes remained outstanding.





During
      the year ended January 31, 2008, we repaid a promissory note payable to our
      Secretary, Thomas Olson, for $2,000 that carried an interest rate of 8% per
      annum and was due on demand.





-20-


During
      the year ended January 31, 2007, we executed two promissory notes with companies
      affiliated with our officers in exchange for $31,500.  These notes
      carry an interest rate of 8% per annum and are due on demand.  During
      the year ended January 31, 2008, we repaid $4,816 on one of these loans leaving
      a balance due at January 31, 2008 of $26,684 with accrued interest payable
      of
      $1,666.  At April 30, 2008, $26,684 of these notes remained
      outstanding.





During
      the year ended January 31, 2007, we executed a promissory note with a
      significant stockholder, Wayne Mills, in exchange for $13,000.  The
      note bears 8% interest and is due on demand.  The entire balance of
      this note remained unpaid at January 31, 2008 with accrued interest payable
      of
      $1,396.  This note remained outstanding at April 30,
      2008.





Director
      Independence





We
      currently have no independent directors.  Our sole director, Mr. Henry
      Fong, is also our principal executive officer.





ITEM
      13.                            
EXHIBITS





Exhibits





2.1
            Agreement
                and Plan of Reorganization by and between the Registrant and Inhibetex
                Therapeutics, Inc. dated March 24, 2005 (incorporated
                by reference to
                Exhibit No. 1 of Registrant’s Current Report on Form 8-K filed on March
                29, 2005).2.2
            Articles
                of Exchange relating to the share exchange by and between Inhibiton
                Therapeutics, Inc. (formerly known as Organic Soils.com, Inc.) and
                Inhibetex Therapeutics, Inc. as filed with the Nevada Secretary of
                State
                on May 19, 2005 (incorporated
                by reference to
                the like numbered exhibit of Registrant’s Current Report on Form 8-K filed
                on May 25, 2005).2.3
            Statement
                of Share Exchange relating to the share exchange by and between Inhibiton
                Therapeutics, Inc. (formerly known as Organic Soils.com, Inc.) and
                Inhibetex Therapeutics, Inc. as filed with the Colorado Secretary of State
                on May 19, 2005 (incorporated
                by reference to
                the like numbered exhibit of Registrant’s Current Report on Form 8-K filed
                on May 25, 2005).3.1
            Amended
                and Restated Articles of Incorporation of Inhibiton Therapeutics,
                Inc.
                (formerly known as Organic Soils.com, Inc.) filed with the Nevada
                Secretary of State on May 19, 2005 (incorporated
                by reference to
                the like numbered exhibit of Registrant’s Current Report on Form 8-K filed
                on May 25, 2005).3.2
            Bylaws
                (incorporated
                by
                reference to the like numbered exhibit of Registrant’s Registration
                Statement on Form SB-2 filed on March 30, 2001).10.1
            Cooperative
                Research and Development Agreement by and between Inhibetex Therapeutics,
                Inc. and the VA Medical Center, Tampa, Florida (filed
                herewith).14.1
            Code
                of Ethics (filed
                herewith).






-21-




21.1
            Inhibetex
                Therapeutics, Inc., a Colorado Corporation, is the wholly owned subsidiary
                of the Registrant.31.1
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
                herewith).32.1
            Certification
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
                herewith).




ITEM
      14.                      
PRINCIPAL ACCOUNTANT FEES AND SERVICES





Cordovano
      and Honeck, LLP served as our certifying accountant for the fiscal years ended
      January 31, 2008 and 2007.





Audit
      Fees





Fees
      for
      audit services billed in fiscal years ended January 31, 2008 and 2007 totaling
      $________ for fiscal year ended 2008, and $10,980 for the fiscal year ended
      2007, consisted of (i) audit of the Company’s annual financial statements; (ii)
      reviews of the Company’s quarterly financial statements; (iii) consultations on
      financial accounting and reporting matters arising during the course of the
      audit and reviews.





Audit-Related
      Fees





There
      were no other aggregate fees billed in either of the last two fiscal years
      for
      assurance and related services by the principal accountants that were reasonably
      related to the performance of the audit or review of the financial statements
      that were not reported above.





Tax
      Fees





There
      were no aggregate fees billed in each of the last two fiscal years for
      professional services rendered by the principal accountant for tax compliance,
      tax advice, and tax planning.





All
      Other
      Fees





There
      were no other aggregate fees billed in either of the last two fiscal years
      for
      products and services provided by the principal accountant, other than the
      services reported above.





We
      do not
      have an audit committee currently serving and as a result the sole member of
      our
      board of directors performs the duties of an audit committee.  Our
      board of directors will evaluate and approve in advance, the scope and cost
      of
      the engagement of an auditor before the auditor renders audit and non-audit
      services.  We do not rely on pre-approval policies and
      procedures.


-22-


SIGNATURES





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.








INHIBITON
                THERAPEUTICS, INC.(Registrant)Date:
                May 15,
                2008
            By:
                /s/
                Henry FongHenry
                FongPresident,
                Principal Executive Officer and
              Principal
                Financial Officer











In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.











Date:
                May 15,
                2008
            /s/
                Henry
                FongHenry
                FongDirector





-23-




INHIBITON
      THERAPEUTICS, INC.


(A
      Development Stage Company)


Index
      to Financial Statements




PageReport
                  of Independent Registered
                  Public Accounting Firm
              F-2Balance
                  Sheet at January 31,
                  2008
              F-3Statement
                  of Operations for the
                  years ended January 31, 2008and
                  2007, and from May 11, 2004
                  (Inception) through January 31, 2008
              F-4Statement
                  of Changes in
                  Shareholders' Deficit for the period fromMay
                  11, 2004 (Inception) through
                  January 31, 2008
              F-5Statement
                  of Cash Flows for the
                  years ended January 31, 2008and
                  2007, and from May 11, 2004
                  (Inception) through January 31, 2008
              F-6Notes
                  to Financial
                  Statements
              F-7




F-1





REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








The
      Board
      of Directors and Shareholders


Inhibition
      Therapeutics, Inc.





We
      have
      audited the accompanying balance sheet of Inhibition Therapeutics, Inc. as
      of
      January 31, 2008, and the related statements of operations, changes in
      shareholders’ deficit, and cash flows for the years ended January 31, 2008 and
      2007, and the period from May 11, 2004 (inception) through January 31,
      2008.   These financial statements are the responsibility of the
      Company’s management. Our responsibility is to express an opinion on these
      financial statements based on our audits.





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





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Inhibition Therapeutics, Inc.
      as of
      January 31, 2008, and the results of its operations and its cash flows for
      the
      years ended January 31, 2008 and 2007, and the period from May 11, 2004
      (inception) through January 31, 2008 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 discussed in Note 1 to the
      financial statements, the Company is a development stage company with no
      revenues at January 31, 2008, has incurred operating losses since inception,
      used significant cash in support of its operating activities and, based upon
      current operating levels, requires additional capital or significant
      restructuring to sustain its operations for the foreseeable future. These
      conditions raise substantial doubt about its ability to continue as a going
      concern.  The ultimate outcome of this uncertainty cannot presently be
      determined.  Accordingly, the accompanying financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.






/S/
      CORDOVANO AND HONECK LLP


Cordovano
      and Honeck LLP


Englewood,
      Colorado


May
      9,
      2008





F-2




INHIBITON
                  THERAPEUTICS, INC.
                (A
                  Development Stage Company)
                Balance
                  Sheet
                January 31, 2008AssetsCash
              
              $
              21,023Total
                  assets
              
              $
              21,023Liabilities
                  and Shareholders’
                  DeficitCurrent
                  liabilities:Accounts
                  and notes
                  payable:Accounts
                  payable, related party
                  (Note 2)
              
              $
              305,200Accounts
                  payable,
                  other
              
              
              258,835Notes
                  payable, related party (Note
                  2)
              
              
              380,542Notes
                  payable, other (Note
                  3)
              
              
              35,200Accrued
                  interest
                  payable:Notes
                  payable, related party (Note
                  2)
              
              
              44,358Notes
                  payable, other (Note
                  3)
              
              
              6,938Total
                  current
                  liabilities
              
              
              1,031,073Commitments
                  and
                  contingencies
              
              
              —Shareholders’
                  deficit:Preferred
                  stock, $.001 par value;
                  10,000,000 shares authorized,-0-
                  shares issued and
                  outstanding
              
              
              —Common
                  stock, $.001 par value;
                  200,000,000 shares authorized,16,895,219
                  shares issued and
                  outstanding
              
              
              16,895Additional
                  paid-in
                  capital
              
              
              1,861,437Common
                  stock issued for prepaid
                  services (Notes 1 & 5)
              
              
              (160,417
              )Deficit
                  accumulated during the
                  development stage
              
              
              (2,727,965
              )Total
                  shareholders'
                  deficit
              
              
              (1,010,050
              )Total
                  liabilities and
                  shareholders' deficit
              
              $
              21,023




See
      accompanying notes to
      financial statements


F-3




INHIBITON
                  THERAPEUTICS, INC.
                (A
                  Development Stage Company)
                Statements
                  of OperationsMay
                  11,
                  2004(Inception)For
                  The Years
                  Ended
              
              
              ThroughJanuary
                  31,
              
              
              January
                  31,2008
              
              
              2007
              
              
              2008Operating
                  costs and
                  expenses:Research
                  and
                  development
              
              $
              150,000
              
              
              $
              300,000
              
              
              $
              900,000Selling,
                  general and
                  administrative expensesRelated
                  party (Note
                  2)
              
              
              129,750
              
              
              
              129,000
              
              
              
              783,425Other
                  (Note
                  4)
              
              
              357,409
              
              
              
              41,752
              
              
              
              580,903Total
                  operating costs and
                  expenses
              
              
              (637,159
              )
              
              
              (470,752
              )
              
              
              (2,264,328
              )Interest
                  income (Note
                  3)
              
              
              -
              
              
              
              -
              
              
              
              80,183Interest
                  expense (Notes 2 &
                  3)
              
              
              (364,968
              )
              
              
              (56,277
              )
              
              
              (543,820
              )Loss
                  before income
                  taxes
              
              
              (1,002,127
              )
              
              
              (527,029
              )
              
              
              (2,727,965
              )Income
                  tax provision (Note
                  7)
              
              
              -
              
              
              
              -
              
              
              
              -Net
                  loss
              
              $
              (1,002,127
              )
              
              $
              (527,029
              )
              
              $
              (2,727,965
              )Basic
                  and diluted loss per common
                  share
              
              $
              (0.06
              )
              
              $
              (0.04
              )Weighted
                  average common shares
                  outstanding
              
              
              15,529,913
              
              
              
              13,585,915




See
      accompanying notes to financial statements


F-4




INHIBITON
                  THERAPEUTICS, INC.
                (A
                  Development Stage Company)
                Statement
                  of Changes in Shareholders' DeficitCommon
                  stock
              
              
              DeficitAdditional
              
              
              issued
                  for
              
              
              accumulatedCommon
                  Stock
              
              
              paid-in
              
              
              prepaid
              
              
              during
                  theShares
              
              
              Par
                  value
              
              
              capital
              
              
              services
              
              
              development
                  stage
              
              
              TotalBalance
                  at May 11,
                  2004Inception
                  date
              
              
              —
              
              
              $
              —
              
              
              $
              —
              
              
              $
              —
              
              
              $
              —
              
              
              $
              —October
                  2004 and January
                  2005,sale
                  of common
                  stock
              
              
              9,555,100
              
              
              
              9,555
              
              
              
              269,945
              
              
              
              —
              
              
              
              —
              
              
              
              279,500October
                  2004, issuance of common
                  stockfor
                  debt issue
                  costs
              
              
              963,000
              
              
              
              963
              
              
              
              (63
              )
              
              
              —
              
              
              
              —
              
              
              
              900December
                  2004, issuance of common
                  stockfor
                  services
              
              
              107,000
              
              
              
              107
              
              
              
              893
              
              
              
              —
              
              
              
              —
              
              
              
              1,000January
                  2005, conversion of notes
                  payable tocommon
                  stock
              
              
              74,900
              
              
              
              75
              
              
              
              625
              
              
              
              —
              
              
              
              —
              
              
              
              700Net
                  loss
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (534,619
              )
              
              
              (534,619
              )Balance
                  at January 31,
                  2005
              
              
              10,700,000
              
              
              
              10,700
              
              
              
              271,400
              
              
              
              —
              
              
              
              (534,619
              )
              
              
              (252,519
              )February
                  2005 and March
                  2005,sale
                  of common
                  stock
              
              
              428,000
              
              
              
              428
              
              
              
              99,572
              
              
              
              —
              
              
              
              —
              
              
              
              100,000May 2005
                  Reverse acquisition
                  of OrganicSoils.com,
                  Inc.
              
              
              2,323,000
              
              
              
              2,323
              
              
              
              (47,179
              )
              
              
              —
              
              
              
              —
              
              
              
              (44,856
              )Net
                  loss
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (664,190
              )
              
              
              (664,190
              )Balance
                  at January 31,
                  2006
              
              
              13,451,000
              
              
              
              13,451
              
              
              
              323,793
              
              
              
              —
              
              
              
              (1,198,809
              )
              
              
              (861,565
              )July
                  2006 and August
                  2006,sale
                  of common stock,
                  less$7,500
                  of offering
                  costs
              
              
              250,000
              
              
              
              250
              
              
              
              67,250
              
              
              
              —
              
              
              
              —
              
              
              
              67,500Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              —
              
              
              
              (527,029
              )
              
              
              (527,029
              )—Balance
                  at January 31,
                  2007
              
              
              13,701,000
              
              
              
              13,701
              
              
              
              391,043
              
              
              
              —
              
              
              
              (1,725,838
              )
              
              
              (1,321,094
              )March
                  2007, conversion
                  ofconvertible
                  promissory notes
                  tocommon
                  stock (Note
                  3)
              
              
              594,356
              
              
              
              594
              
              
              
              213,374
              
              
              
              —
              
              
              
              —
              
              
              
              213,968Issuance
                  of warrants upon
                  conversionof
                  convertible promissory notes
                  (Note 3)
              
              
              —
              
              
              
              —
              
              
              
              172,363
              
              
              
              —
              
              
              
              —
              
              
              
              172,363March
                  2007, sale of common
                  stock(Note
                  5)
              
              
              500,000
              
              
              
              500
              
              
              
              124,500
              
              
              
              —
              
              
              
              —
              
              
              
              125,000April
                  2007, sale of common
                  stock,less
                  $3,000 of offering costs
                  (Note 5)
              
              
              100,000
              
              
              
              100
              
              
              
              26,900
              
              
              
              —
              
              
              
              —
              
              
              
              27,000July
                  2007, conversion
                  ofconvertible
                  promissory notes
                  tocommon
                  stock (Note
                  3)
              
              
              489,863
              
              
              
              490
              
              
              
              183,209
              
              
              
              —
              
              
              
              —
              
              
              
              183,699Issuance
                  of warrants upon
                  conversionof
                  convertible promissory notes
                  (Note 3)
              
              
              —
              
              
              
              —
              
              
              
              151,368
              
              
              
              —
              
              
              
              —
              
              
              
              151,368July
                  2007, sale of common stock
                  (Note 5)
              
              
              200,000
              
              
              
              200
              
              
              
              49,800
              
              
              
              —
              
              
              
              —
              
              
              
              50,000August
                  2007, sale of common stock
                  (Note 5)
              
              
              250,000
              
              
              
              250
              
              
              
              74,720
              
              
              
              —
              
              
              
              —
              
              
              
              74,970October
                  2007, sale of
                  commonstock
                  (Note
                  5)
              
              
              200,000
              
              
              
              200
              
              
              
              59,770
              
              
              
              —
              
              
              
              —
              
              
              
              59,970November
                    2007, sale of common
                    stock(Note
                    5)
              
              
              210,000
              
              
              
              210
              
              
              
              59,790
              
              
              
              —
              
              
              
              —
              
              
              
              60,000December
                  2007, stock issued
                  forconsulting
                  services (Note
                  5)
              
              
              500,000
              
              
              
              500
              
              
              
              174,500
              
              
              
              (160,417
              )
              
              
              —
              
              
              
              14,583December
                  2007, issuance of stock
                  options(Note
                  5)
              
              
              —
              
              
              
              —
              
              
              
              140,250
              
              
              
              —
              
              
              
              —
              
              
              
              140,250January
                  2008, sale of common
                  stock(Note
                  5)
              
              
              150,000
              
              
              
              150
              
              
              
              39,850
              
              
              
              —
              
              
              
              —
              
              
              
              40,000Net
                  loss
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (1,002,127
              )
              
              
              (1,002,127
              )Balance
                  at January 31,
                  2008
              
              
              16,895,219
              
              
              $
              16,895
              
              
              $
              1,861,437
              
              
              
              (160,417
              )
              
              $
              (2,727,965
              )
              
              $
              (1,010,050
              )




See accompanying notes to financial
      statements


F-5




INHIBITON
                  THERAPEUTICS, INC.
                (A
                  Development Stage Company)
                Statements
                  of Cash FlowsMay
                  11,
                  2004(Inception)For
                  The Years
                  Ended
              
              
              ThroughJanuary
                  31,
              
              
              January 31,2008
              
              
              2007
              
              
              2008Cash
                  flows from operating
                  activities:Net
                  loss
              
              $
              (1,002,127
              )
              
              $
              (527,029
              )
              
              $
              (2,727,965
              )Adjustments
                  to reconcile net loss
                  to net cashused
                  by operating
                  activities:Stock
                  based compensation (Note
                  1)
              
              
              315,250
              
              
              
              —
              
              
              
              316,250Common
                  stock issued for prepaid
                  services
              
              
              (160,417
              )
              
              
              
              
              
              
              (160,418
              )Loss
                  on debt extinguishment (Note
                  3)
              
              
              126,612
              
              
              
              —
              
              
              
              126,612Expense
                  incurred upon issuance or
                  modificationof
                  stock and warrants (Note
                  3)
              
              
              323,731
              
              
              
              —
              
              
              
              323,731Changes
                  in operating assets and
                  liabilities:Accounts
                  payable
              
              
              26,893
              
              
              
              172,996
              
              
              
              258,835Related
                  party payables (Note
                  2)
              
              
              46,325
              
              
              
              129,000
              
              
              
              305,200Accrued
                  expenses
              
              
              18,411
              
              
              
              42,008
              
              
              
              97,352Net
                  cash used
                  inoperating
                  activities
              
              
              (305,322
              )
              
              
              (183,025
              )
              
              
              (1,460,403
              )Cash
                  flows from investing
                  activities:Investment
                  in Inhibitex
                  Therapeutics, Inc.
              
              
              —
              
              
              
              —
              
              
              
              (44,856
              )Net
                  cash used
                  ininvesting
                  activities
              
              
              —
              
              
              
              —
              
              
              
              (44,856
              )Cash
                  flows from financing
                  activities:(Payments
                  on) proceeds from
                  related party notespayable,
                  net (Note
                  2)
              
              
              (115,936
              )
              
              
              101,919
              
              
              
              369,142Proceeds
                  from notes payable, other
                  (Note 3)
              
              
              5,200
              
              
              
              13,000
              
              
              
              48,200Proceeds
                  from convertible
                  promissory note (Note 3)
              
              
              —
              
              
              
              —
              
              
              
              225,000Proceeds
                  from issuance of common
                  stock,net
                  of offering costs (Note
                  5)
              
              
              436,940
              
              
              
              67,500
              
              
              
              883,940Net
                  cash provided
                  byfinancing
                  activities
              
              
              326,204
              
              
              
              182,419
              
              
              
              1,526,282Net
                  change in cash
                  andcash
                  equivalents
              
              
              20,882
              
              
              
              (606
              )
              
              
              21,023Cash
                  and cash
                  equivalents:Beginning
                  of
                  period
              
              
              141
              
              
              
              747
              
              
              
              —End
                  of
                  period
              
              $
              21,023
              
              
              $
              141
              
              
              $
              21,023Supplemental
                  disclosure of cash
                  flow information:Cash
                  paid during the period
                  for:Income
                  taxes
              
              $
              —
              
              
              $
              —
              
              
              $
              —Interest
              
              $
              22,264
              
              
              $
              14,669
              
              
              $
              42,371Noncash
                  financing
                  transactions:Notes
                  and interest payable
                  converted to stock
              
              $
              271,055
              
              
              $
              —
              
              
              $
              271,755Stock
                  issued in exchange for debt
                  issue costs
              
              $
              —
              
              
              $
              —
              
              
              $
              900




See accompanying notes to financial
      statements


F-6
 INHIBITION
            THERAPEUTICS, INC.
 (A
            Development Stage Company)
 Notes
            to Financial Statements





NOTE
      1.SUMMARY OF SIGNIFICANT
      ACCOUNTING
      POLICIES




Organization
      and Basis of Presentation




Inhibition
      Therapeutics, Inc., formerly known as Inhibetex Therapeutics, Inc. and Organic
      Soils.Com, Inc., (the “Company”) was incorporated on January 19, 2000 under the
      laws of the state of Nevada.   The Company’s focus is the
      research and development of new cancer therapeutic agents and cancer fighting
      drugs called targeted therapies.  These new drugs identify molecular
      causes of cancer and inhibit the signals that cancer cells need to
      multiply.


The
      Company is conducting its research through a Cooperative Research and
      Development Agreement (“CRADA”) signed on September 30, 2004, with the
      Department of Veteran’s Affairs.  The research is conducted at the VA
      Medical Center in Tampa, Florida under the direction of Dr.
      Acevedo-Duncan.  The CRADA will have the final objective of developing
      therapeutic reagents to prevent cancer cell proliferation.  The CRADA
      agreement is a result of the Federal Technology Transfer Act of 1986, which
      provided that federal laboratories’ developments and expertise should be made
      accessible to private industries, state and local governments.  Under
      the terms of the CRADA, the Company will have the right to commercialize any
      inventions resulting from this research. As of September 2007, the Company’s
      rights under the CRADA continue but it has no obligation for further funding
      beyond those commitments contained in the CRADA.  The Company may
      amend the CRADA to provide further funding at any time, but is not obligated
      to
      do so.  As of January 31, 2008, no agreements had been reached with
      the VA to provide further funding although the Company owed $237,000 in amounts
      accrued under the CRADA as of that date.




Reverse
      Merger




Effective
      May 19, 2005, Inhibetex Therapeutics, Inc. entered into an Agreement and Plan
      of
      Reorganization with Organic Soils.com, Inc. (“Organic
      Soils.com”).  The Agreement provided for the reorganization of
      Inhibetex with Organic Soils.com, with the surviving entity adopting the name
      Inhibition Therapeutics, Inc. (the “Company”).  In connection with the
      Agreement, Organic Soils.com acquired all of the issued and outstanding common
      shares of Inhibetex, on a fully-diluted basis, in exchange for 11,128,000 shares
      of Organic Soils.com common stock.  At the closing of the Agreement,
      the current shareholders of Inhibetex would own approximately 82.7% of the
      outstanding common stock of Organic Soils.com, resulting in a change in
      control.


This
      acquisition was treated as a recapitalization of Inhibetex, with Organic
      Soils.com as the legal surviving entity.  Since Organic Soils.com had,
      prior to recapitalization, minimal assets and no operations, the
      recapitalization has been accounted for as the sale of 2,323,000 shares of
      Organic Soils.com common stock for the net assets of
      Inhibetex.  Additionally, Inhibition Therapeutics, Inc. assumed and
      paid accrued liabilities and expenses in the amount of $44,856 in accordance
      with the Agreement.




Going
      Concern




Inherent
      in the Company’s business are various risks and uncertainties, including its
      limited operating history.  The Company’s future success will be
      dependent upon the results of the research and development conducted through
      the
      CRADA and its ability to commercialize any inventions resulting from this
      research.


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


The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the satisfaction of liabilities
      in the normal course of business.  As shown in the accompanying
      financial statements, the Company is a development stage company with no
      revenue, has incurred operating losses since inception, used significant cash
      in
      support of its operating activities and, based upon current operating levels,
      requires additional capital or significant restructuring to sustain its
      operations for the foreseeable future.  These factors, among others,
      may indicate that the Company will be unable to continue as a going concern
      for
      a reasonable period of time.





The
      financial statements do not include any adjustments relating to the
      recoverability and classification of assets and liabilities that might be
      necessary should the Company be unable to continue as a going
      concern.  The Company’s continuation as a going concern is dependent
      on its ability to raise capital through equity offerings and debt borrowings
      to
      meet its obligations on a timely basis and ultimately to attain
      profitability.





Development
      Stage





Prior
      to
      its reverse merger on May 11, 2004, the Company entered the development stage
      and became a development stage enterprise in accordance with Statement of
      Financial Accounting Standard (“SFAS”) No. 7, Accounting and Reporting
      by
      Development Stage Enterprises.  The $2,727,965 loss recognized
      by the Company from May 11, 2004 through January 31, 2008, is included in the
      accompanying financial statements as “deficit accumulated during development
      stage”.




Use
      of Estimates




The
      preparation of financial statements in accordance with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and the disclosure of
      contingent assets and liabilities at the date of financial statements and the
      reported amounts of revenues and expenses during the reporting
      period.  Actual results could differ from those
      estimates.




Cash
      and Cash Equivalents




The
      Company considers all highly liquid securities with original maturities of
      three
      months or less when acquired to be cash equivalents.  Cash equivalents
      at January 31, 2008 were $-0-.





Income
      Taxes




The
      Company accounts for income taxes under the provisions of Statement of Financial
      Accounting Standards No. 109, Accounting for Income Taxes
      (SFAS 109).  SFAS 109 requires recognition of deferred tax liabilities
      and assets for the expected future tax consequences of events that have been
      included in the financial statements or tax returns.  Under this
      method, deferred tax liabilities and assets are determined based on the
      difference between the financial statement and tax bases of assets and
      liabilities using enacted tax rates in effect for the year in which the
      differences are expected to reverse.  A valuation allowance for net
      deferred taxes is provided unless realizability is judged by




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




management
      to be more likely than not.  The effect on deferred taxes from a
      change in tax rates is recognized in income in the period that includes the
      enactment date.  More information on the Company’s income taxes is
      available in Note 6. Income Taxes in these financial statements.




Stock-based
      Compensation




The
        Company has one stock option plan approved by its stockholders in 2005, and
        also
        grants options and warrants to consultants outside of its stock option plan
        pursuant to individual agreements.





The
      Company accounts for compensation expense for its stock-based employee
      compensation plans in accordance with Statement of Financial Accounting
      Standards (SFAS) No. 123 – revised 2004 (“SFAS 123R”) Share-Based Payment which
      replaced SFAS No. 123, Accounting for Stock-Based
      Compensation(“SFAS No. 123”) and supersedes Opinion No. 25 of the
      Accounting Principles Board, Accounting for Stock Issued
      to
      Employees (APB 25).   The Company has elected the
      modified-prospective method, under which prior periods are not revised for
      comparative purposes.  During the year ended January 31, 2008, the
      Company granted 425,000 stock options to directors, officers and employees
      that
      were valued at $140,250 based upon the Black-Scholes option pricing model ($0.33
      grant date value per option).





In
      December 2007, the Company issued 500,000 shares under its 2005 Stock Incentive
      Plan to an unaffiliated consultant in payment for a one-year consulting services
      agreement.  These shares were valued at the closing market price for
      the Company’s common stock on the issue date of $0.35 per share, or
      $175,000.  This amount was recorded as ”Common stock issued for
      prepaid services” and will be expensed over the one year life of the consulting
      agreement as stock based compensation.




Research
      and Development




Research
      and development costs are expensed as incurred.  In each of the years
      ended January 31, 2008 and 2007, and from May 11, 2004 (inception) through
      January 31, 2008, the Company incurred $150,000, $300,000 and $900,000 in
      research and development costs, respectively, under the CRADA.




Debt
      Issue Costs




The
      costs
      related to the issuance of debt are capitalized and amortized to interest
      expense using the straight-line method over the lives of the related
      debt.  The straight-line method results in amortization that is not
      materially different from that calculated under the effective interest
      method.




Financial
      Instruments




At
      January 31, 2008, the fair value of the Company’s financial instruments
      approximate their carrying value based on their terms and interest
      rates.




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


Loss
      per Common Share




Loss
      per share of common stock is
      computed based on the weighted average number of common shares outstanding
      during the period. Stock options, warrants, and common stock underlying
      convertible promissory notes are not considered in the calculations for the
      periods endedJanuary 31,
      2008 and 2007, as the
      impact of the potential common shares, which total3,369,219(January
      31,2008),316,568(January
      31,2007),
      would be antidilutive and decrease
      loss per share. Therefore, diluted loss per share presentedfor the years ended January
      31, 2008 and
      2007 is equal to basic loss per share.





Accounting
      for obligations and instruments potentially settled in the Company’s common
      stock





The
      Company accounts for obligations and instruments potentially to be settled
      in
      the Company's stock in accordance with EITF Issue No. 00-19, Accounting for Derivative
      Financial
      Instruments Indexed to, and Potentially Settled in a Company’s Own
      Stock.  This issue addresses the initial balance sheet
      classification and measurement of contracts that are indexed to, and potentially
      settled in, the Company's stock.





Under
      EITF 00-19, contracts are initially classified as equity or as either assets
      or
      liabilities, depending on the situation. All contracts are initially measured
      at
      fair value and subsequently accounted for based on the then current
      classification. Contracts initially classified as equity do not recognize
      subsequent changes in fair value as long as the contracts continue to be
      classified as equity. For contracts classified as assets or liabilities, the
      Company reports changes in fair value in earnings and discloses these changes
      in
      the financial statements as long as the contracts remain classified as assets
      or
      liabilities. If contracts classified as assets or liabilities are ultimately
      settled in shares, any previously reported gains or losses on those contracts
      continue to be included in earnings. The classification of a contract is
      reassessed at each balance sheet date.





Derivative
      Instruments





In
      connection with the issuances of equity instruments or debt, the Company may
      issue options or warrants to purchase common stock. In certain circumstances,
      these options or warrants may be classified as liabilities, rather than as
      equity. In addition, the equity instrument or debt may contain embedded
      derivative instruments, such as conversion options or listing requirements,
      which in certain circumstances may be required to be bifurcated from the
      associated host instrument and accounted for separately as a derivative
      liability instrument. The Company accounts for derivative instruments under
      the
      provisions of SFAS No. 133, Accounting for Derivative
      Instruments and Hedging Activities.





Recent
      Accounting Pronouncements





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 157, “Fair Value
      Measurements.” SFAS No. 157 defines fair value, establishes a framework
      for measuring fair value under generally accepted accounting principles, and
      expands disclosures about fair value measurements. This statement, as it relates
      to financial assets and liabilities, is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and interim periods
      within those fiscal years.  On February 12, 2008, the FASB
      issued FSP No. FAS157-2,
“Effective
      Date of
      FASB Statement No.157,”
which
      delayed the effective date of
      SFAS No.157
      for all nonfinancial assets and




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




nonfinancial
      liabilities, except those
      that are recognized or disclosed at fair value in the financial statements
      on at
      least an annual basis, until January 1, 2009 for calendar year-end
      entities. Upon adoption, the provisions of SFAS No.157
      are to be
      applied prospectively with limited exceptions.  The adoption of SFAS
      No. 157 is not expected to have a material impact on our financial
      statements.





The
      FASB
      also issued SFAS No. 161 “Disclosures About Derivatives
      Instruments and Hedging Activities” in March 2008.  This
      statement requires enhanced disclosures about an entity’s derivative and hedging
      activities and thereby improves the transparency of financial
      reporting.  This statement is effective for financial statements for
      fiscal years and interim periods beginning after November 15, 2008, with earlier
      application encouraged.  The Company is currently evaluating the
      requirements of SFAS No. 161.





The
      Company adopted the provisions of Financial Standards Accounting Board
      Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty
      in
      Income Taxes” - an Interpretation of FASB Statement No. 109 (“FIN 48”) on
      January 1, 2007. There were no unrecognized tax benefits and there was no effect
      on the Company’s financial condition or results of operations as a result of
      implementing FIN 48. The Company files income tax returns in the U.S. federal
      jurisdiction and various state and jurisdictions. The Company is no longer
      subject to U.S. federal tax examinations for years before 1995, and state tax
      examinations for years before 1995. Management does not believe there will
      be
      any material changes in our unrecognized tax positions over the next 12 months.
      The Company’s policy is to recognize interest and penalties accrued on any
      unrecognized tax benefits as a component of income tax expense. As of the date
      of adoption of FIN 48, there was no accrued interest or penalties associated
      with any unrecognized tax benefits, nor were any interest expense recognized
      during the quarter.








NOTE
      2.RELATED PARTY
      TRANSACTIONS





During
      January 2005, the Company signed promissory notes payable to a trust created
      by
      the president of the Company for the benefit of his children, in exchange for
      $33,500.  At January 31, 2005, $700 was converted to 700 shares
      (74,900 shares post-merger) of common stock, in which $694 was applied to
      principal and the remaining was applied to interest.  The shares were
      valued by the Board of Directors at $1.00 per share based upon contemporaneous
      sales of stock for cash.  During the year ended January 31, 2006, the
      Company signed additional promissory notes payable to the trust in exchange
      for
      $139,200 of which $58,348 was repaid.  During the year ended January
      31, 2007, an additional $182,500 was loaned to the Company.  During
      the year ended January 31, 2008, the Company repaid a total of $21,546 leaving
      $274,612 payable on these notes as of January 31, 2008, with accrued interest
      payable of $31,255.  The notes bear interest rate of 8% and are due on
      demand.





During
      the year ended January 31, 2006, the Company signed promissory notes totaling
      $174,000 payable to a company owned by the president, of which $24,078 was
      repaid during the fiscal year ended January 31, 2006.  During the
      fiscal year ended January 31, 2007, an additional $26,200 was loaned to the
      Company and $41,513 was repaid.  During the year ended January 31,
      2008, $74,534 in principal was repaid leaving a balance at January 31, 2008
      of
      $60,075 in principal and $1,306 in accrued interest outstanding.  All
      of the promissory notes have an interest rate of 8% per annum and are due on
      demand.





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


During
      the year ended January 31, 2006, the Company signed promissory notes totaling
      $148,000 payable to the president, of which $30,021 was repaid during the year
      ended January 31, 2006.  During the year ended January 31, 2007, the
      Company’s president loaned an additional $8,750 and was repaid
      $107,517.  During the year ended January 31, 2008, an additional
      $18,541 was repaid leaving $671 in principal and $15 in interest
      outstanding.  The promissory notes have an interest rate of 8% per
      annum and are due on demand.





In
      July
      2007, a partnership in which the Company’s president is a partner loaned the
      Company$5,500 at an interest rate of 8% per annum and due on
      demand.  This entire note remained outstanding at January 31, 2008
      with $237 in accrued interest payable.





During
      the year ended January 31, 2007, the Company signed a promissory note payable
      to
      the secretary/treasurer for $2,000 at an interest rate of 8% per annum and
      due
      on demand.  This loan was repaid during the year ended January 31,
      2008.





During
      the year ended January 31, 2007, the Company executed two promissory notes
      with
      companies affiliated with the Company’s officers in exchange for
      $31,500.  These notes carry an interest rate of 8% per annum and are
      due on demand.  During the year ended January 31, 2008, $4,816 in
      principal was repaid on one of these notes resulting in a principal balance
      due
      on both notes of $26,684 as of January 31, 2008, with accrued interest payable
      of $1,666.





During
      the year ended January 31, 2007, the Company executed a promissory note with
      a
      significant stockholder in exchange for $13,000.  The note bears 8%
      interest and is due on demand.  The entire balance of this note
      remained unpaid at January 31, 2008 with accrued interest payable of
      $1,396.





Notes
      and
      interest payable to related parties consisted of the following at January 31,
      2008:





Notes
                payable to officers; interest at 8% and due on demand
            
            $
            671Notes
                payable to affiliates of Company officers; interest at 8% and due
                on
                demand
            
            
            366,871Note
                payable to significant stockholder; interest at 8% and due on
                demand
            
            
            13,000Notes
                payable, related party
            
            
            380,542Interest
                payable related party
            
            
            44,358Total
                principal and interest payable, related party
            
            $
            424,900





At
      January 31, 2008, the Company owed its officers a total of $305,200 for accrued
      but unpaid management services.  This amount is included in the
      financial statements under “Accounts payable, related party” at January 31,
      2008.  The Board of Directors has estimated the value of management
      services at the monthly rates of $8,000 and $2,000 for the Company’s president
      and secretary/treasurer, respectively.  The estimates were determined
      by comparing the level of effort to the cost of similar labor in the local
      market.  In each of the years ended January 31, 2008 and 2007, the
      Company incurred $120,000, in management services expense.





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


The
      Company rents office space on a month-to-month basis from an affiliate of the
      Company’s officers at the rate of $1,000 per month beginning in November 2008,
      and $750 per month in all prior periods.   This amount was
      determined based on the amount of space occupied by the Company and includes
      the
      use of phone systems including long distance fees as well as standard office
      equipment (copier/fax/scanner/postage meter).  Rent expense totaled
      $9,750 in the year ended January 31, 2008 and $9,000 in the year ended January
      31, 2007.





Accounts
      payable to related parties consisted of the following at January 31,
      2007:





Management
                fees payable to officers
            
            $
            305,200Total
                accounts payable, related party
            
            $
            305,200








NOTE
      3. PROMISSORY NOTES




Convertible
      Promissory Notes




In
      September and October 2004, the Company entered into agreements to borrow an
      aggregate principal amount of $225,000 and to issue to the lenders convertible
      promissory notes (the “Notes”).





Each
      note
      carried an interest rate of 8% per annum.  Principal and accrued
      interest was due in October and November 2005.  At the option of the
      lenders, the principal and accrued interest was convertible, in whole or in
      part, into $0.001 par value common stock of the Company at 75% of the average
      closing price of the common stock for the first thirty days immediately
      following the date the Company began trading as a public company (May 19, 2005)
      or $3.38 per share.





The
      Company evaluated the Notes’ conversion terms to determine if they gave rise to
      an embedded derivative that would need to be accounted for separately under
      SFAS
      No. 133 and Emerging Issues Task Force (EITF) 00-19 "Accounting for Derivative
      Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
      Stock." The Company determined that because the number of shares that could
      have
      been required to be delivered upon net share settlement was essentially
      indeterminate, it was not possible to conclude that the Company had available
      authorized and unissued shares.  Accordingly net share settlement was
      not within the control of the Company and, as a result, the conversion feature
      is an embedded derivative that must be bifurcated from the Notes and recorded
      as
      a derivative liability. On June 20, 2005, the number of shares that could have
      been required to be delivered was determinable. This resulted in the elimination
      of the need to bifurcate the embedded derivative associated with the Notes’
conversion feature.





Accordingly,
      the Company recorded an initial liability of $80,183 for the fair value of
      the
      Notes’ embedded liability. The initial value of the embedded liability was
      amortized over the term of the Notes ending in the quarter ended October 31,
      2005, and recognized as amortization expense of $80,183 which was included
      in
      interest expense in the nine month period ended October 31, 2005.





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


From
      the
      date of note issuance through June 20, 2005, the changes in the fair value
      of
      the derivative liability were calculated. The amortization of the debt discount
      was calculated for each period. On June 20, 2005, the number of shares into
      which the notes were convertible was fixed and determinable, and the notes
      were
      therefore determined to be conventional as of that date. Therefore, on June
      20,
      2005, the derivative liability was adjusted to $0, and the change in fair value
      was recorded as a credit to interest income.





In
      March
      2007, $125,000 in principal of the convertible promissory notes along with
      $23,589 in accrued interest were converted to common stock at $0.25 per share
      with the noteholders receiving 594,356 restricted shares of common
      stock.  In addition, the noteholders were issued warrants to purchase
      a total of 594,356 shares of the Company’s common stock at an exercise price of
      $0.50 per share that are exercisable for three years from their issuance
      date.  The shares were valued at $0.36 per share, which represents the
      market value on the issuance date.  The Company recorded a loss on the
      extinguishment of debt of $65,379 in the three months ended April 30, 2007,
      as a
      result of this transaction.The Company determined the
      fair value of the warrants were estimated to be $172,363 on the grant date
      using
      the Black-Scholes option pricing model, which was recorded as interest expense
      in the three months ended April 30, 2007.





In
      July
      2007, the final $100,000 in principal of the convertible promissory notes along
      with $22,466 in accrued interest were converted to common stock at $0.25 per
      share with the noteholder receiving 489,863 restricted shares of common
      stock.  In addition, the noteholder was issued warrants to purchase a
      total of 489,863 shares of the Company’s common stock at an exercise price of
      $0.50 per share that are exercisable for three years from their issuance
      date.  The shares were valued at $0.375 per share, which represents
      the market value on the issuance date.  The Company recorded a loss on
      the extinguishment of debt of $61,233 in the three month period ended July
      31,
      2007, as a result of this transaction.The Company determined the
      fair value of the warrants were estimated to be $151,368 on the grant date
      using
      the Black-Scholes option pricing model, which was recorded as interest expense
      in the three month period ended July 31, 2007.





The
      fair
      value of the warrants issued in connection with the conversion of the
      convertible debt to common stock was calculated utilizing the following
      assumptions:





Issuance
                Date
            Fair
                Value
            Term
            Exercise
                Price
            Market
                Price on
              Grant
                Date
            Volatility
                Percentage
            Interest
                RateApril
                2007
            $172,363
            3
                years
            $0.50
            $0.36
            156%
            4.5%July
                2007
            $151,368
            3
                years
            $0.50
            $0.375
            161%
            4.5%





Notes
      payable




During
      the year ended January 31, 2006, the Company received proceeds of $30,000,
      in
      exchange for a promissory note from an unaffiliated third party.  The
      entire balance of this note remained outstanding at January 31,
      2008.  The promissory note was issued at an interest rate of 8% per
      annum and is due on demand.  Accrued interest payable on the note
      totaled $6,917 at January 31, 2008.  In January 2008, the holder of
      this note filed a lawsuit against the Company claiming the interest rate under
      this note was 44% and therefore the Company owed approximately $38,000 in
      interest payable at January 31, 2008.  The Company is disputing the
      claimed increased interest rate and intends to




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




vigorously
      defend this lawsuit.  Should the Company not prevail in this action,
      the maximum exposure pursuant to the suit would be the difference of
      approximately $31,000 in accrued interest on the note at January 31, 2008,
      plus
      any further interest expense at the increased interest rate for future periods
      until the matter is settled.





During
      the year ended January 31, 2008, the Company received proceeds of $5,200 in
      exchange for a promissory note from an unaffiliated third party.  The
      entire balance of this note remained outstanding at January 31,
      2008.  The promissory note was issued at an interest rate of 8% per
      annum and is due on demand.  Accrued interest payable on the note
      totaled $21 at January 31, 2008.








NOTE
      4. OTHER EXPENSE





Other
      expense for the years ended January 31, 2008 and 2007, and for the period from
      May 11, 2004 (Inception) through January 31, 2008 consisted of the
      following:





Year
                ended January 31, 2008
            
            
            Year
                ended January 31, 2007
            
            
            May
                11, 2004 (Inception) through January 31, 2008General
                and administrative
            
            $
            12,441
            
            
            $
            2,513
            
            
            $
            28,273Legal
                and accounting
            
            
            11,023
            
            
            
            27,839
            
            
            
            77,976Loss
                on debt extinguishment
            
            
            126,612
            
            
            
            -
            
            
            
            126,612Professional
                services
            
            
            52,500
            
            
            
            11,400
            
            
            
            192,209Stock
                based compensation
            
            
            154,833
            
            
            
            -
            
            
            
            155,833$
            357,409
            
            
            $
            41,752
            
            
            $
            580,903








NOTE
      5. CAPITAL STOCK





Common
      Stock





The
      Company offered shares of its common stock during the period from May 11, 2004
      (inception) through January 31, 2005.  The shares were not registered
      pursuant to the Securities Act of 1933 (the “Act”), as amended.  These
      shares were offered pursuant to an exemption from registration requirements
      of
      the Act.  During the year ended January 31, 2006 and during the period
      from May 11, 2004 (inception) through January 31, 2005, the Company sold 428,000
      (post-merger) and 89,300 (9,555,100 post-merger) shares of common stock for
      gross proceeds of $100,000 and $279,500, respectively.  The Company
      also issued 963,000 shares for debt issue costs and 74,900 shares for conversion
      of notes payable to Common stock.





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


In
      December 2004, the Company issued 1,000 (107,000 post-merger) shares of its
      par
      value common stock to a consultant for services performed.  The shares
      were valued by the Board of Directors at $1.00 per share based upon
      contemporaneous sales of stock for cash.  The Company recorded stock
      based compensation expense in the amount of $1,000 in the accompanying financial
      statements.





In
      July
      and August 2006, the Company conducted a private placement of its common stock
      sold to five accredited investors at a purchase price of $0.30 per unit, which
      included one share of common stock and one common stock purchase
      warrant.  Each warrant entitles the holder to purchase one share of
      common stock at an exercise price of $0.50 per share for a period of three
      years
      from the issue date.  A total of 250,000 shares of common stock and
      250,000 warrants were issued for total proceeds to the Company of $67,500,
      net
      of $7,500 in offering costs.  The shares were not registered pursuant
      to the Securities Act of 1933 (the “Act”), as amended, and were offered pursuant
      to an exemption from registration requirements of the Act.





In
      March
      2007, concurrent with the convertible note conversion transaction discussed
      in
      Note 3 above through which the Company issued 594,356 shares of common stock
      upon the conversion of convertible promissory notes, the noteholders who
      converted their notes also agreed to purchase 500,000 restricted shares of
      the
      Company’s common stock in a private placement transaction.  These
      shares were purchased at $0.25 per share for which the Company received proceeds
      of $125,000.  The Company also issued the noteholders warrants to
      purchase 500,000 shares of the Company’s common stock at an exercise price of
      $0.50 per share that are exercisable for three years from the issuance
      date.





In
      April
      2007, the Company commenced a private placement of its restricted common stock
      to accredited investors at a purchase price of $0.30 per unit, which includes
      one share of common stock and one common stock purchase warrant.  Each
      warrant entitles the holder to purchase one share of common stock at an exercise
      price of $0.50 per share for a period of three years from the issue
      date.  A total of 100,000 restricted shares of common stock and
      100,000 warrants have been sold for total proceeds to the Company of $30,000,
      net of $3,000 in offering costs.





In
      July
      2007, concurrent with the convertible note conversion transaction discussed
      in
      Note 3 above through which the Company issued 489,863 shares of common stock
      upon the conversion of a convertible promissory note, the noteholder who
      converted their note also agreed to purchase 200,000 restricted shares of the
      Company’s common stock in a private placement transaction.  These
      shares were purchased at $0.25 per share for which the Company received proceeds
      of $50,000.  The Company also issued the noteholder warrants to
      purchase 200,000 shares of the Company’s common stock at an exercise price of
      $0.50 per share that are exercisable for three years from the issuance
      date.





In
      August
      through November 2007, the Company sold shares in a private placement of its
      restricted common stock to accredited investors at a purchase price of $0.25
      to
      $0.30 per unit, which includes one share of common stock and one common stock
      purchase warrant.  Each warrant entitles the holder to purchase one
      share of common stock at an exercise price of $0.50 per share for a period
      of
      three years from the issue date.  A total of 660,000 restricted shares
      of common stock and 660,000 warrants were sold for total proceeds to the Company
      of $244,940.





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


In
      December 2007, the Company issued 500,000 shares under its 2005 Stock Incentive
      Plan to an unaffiliated consultant in payment for a one-year consulting services
      agreement.  These shares were valued at the closing market price for
      the Company’s common stock on the issue date of $0.35 per share, or
      $175,000.  This amount was recorded as ”common stock issued for
      prepaid services” and will be expensed over the one year life of the consulting
      agreement as stock based compensation.





In
      January 2008, the Company sold 150,000 units in a private placement of its
      restricted common stock to accredited investors for total proceeds of $40,000
      or
      a purchase price of $0.27 per unit, which includes one share of common stock
      and
      one common stock purchase warrant.  Each warrant entitles the holder
      to purchase one share of common stock at an exercise price of $0.50 per share
      for a period of three years from the issue date.





Warrants





A
      summary of the activity of the
      Company’s outstanding warrants duringthe years ended January
      31, 2008 and
      2007is as
      follows:





Warrants
            
            
            Weighted-average
                exercise price
            
            
            Weighted-average
                grant date fair valueOutstanding
                and exercisable at January 31, 2006
            
            
            -
            
            
            $
            -
            
            
            $
            -Granted
            
            
            250,000
            
            
            
            0.50
            
            
            
            0.50Exercised
            
            
            -
            
            
            
            0.00
            
            
            
            0.00Outstanding
                and exercisable at January 31, 2007
            
            
            250,000
            
            
            $
            0.50
            
            
            $
            0.50Granted
            
            
            2,694,219
            
            
            
            0.50
            
            
            
            0.50Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding
                and exercisable at January 31, 2008
            
            
            2,944,219
            
            
            $
            0.50
            
            
            $
            0.50





The
      following table sets forth the
      exercise price range, number of shares, weighted average exercise price and
      remaining contractual lives of the warrants by groups as ofJanuary 31, 2008.





Exercise
                price range
            
            Number
                of options outstanding
            
            Weighted-average
                exercise price
            
            Weighted-average
                remaining life$0.50
            
            2,944,219
            
            $       0.50
            
            2.1
                years2,944,219
            
            $       0.50
            
            2.1
                years








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





Stock
      Options





During
      the year ended January 31, 2008, the Company granted officers, directors and
      employees 425,000 options to purchase shares of common stock at an exercise
      price of $0.35 per share (the market value of the common stock on the date
      of
      the grant).  The options were valued at $140,250 based upon the
      Black-Scholes option pricing model (approximately a $0.33 grant date fair value
      per option).  The options were fully-vested at the date of the grant
      and therefore, the Company recorded $140,250 of stock based compensation expense
      during the year ended January 31, 2008.  All options outstanding at
      January 31, 2008 are fully vested and exercisable.  A summary of
      outstanding balances at January 31, 2008 and 2007 is as follows:








Options
            
            Weighted-average
                exercise price
            
            Weighted-average
                remaining contractual life (years)
            
            Aggregate
                intrinsic valueOutstanding
                at January 31, 2007
            0
            
            $-
            
            -
            
            $-Options
                granted
            425,000
            
            0.35
            
            4.92
            
            21,250Outstanding
                at January 31, 2008
            425,000
            
            $0.35
            
            4.92
            
            $21,250





The
      fair
      value of options granted to purchase the Company’s common stock were estimated
      on the date of the grant using the Black Scholes option pricing model with
      the
      following assumptions used for the grants made during the year ended January
      31,
      2008:





Issuance
                Date
            Fair
                Value
            Term
            Exercise
                Price
            Market
                Price on
              Grant
                Date
            Volatility
                Percentage
            Interest
                RateDecember
                2007
            $140,250
            5
                years
            $0.35
            $0.35
            165%
            3.375%








NOTE
      6. COMMITMENTS AND CONTINGENCIES





CRADA
      Agreement





On
      September 30, 2004, the Company entered into a Cooperative Research and
      Development Agreement (CRADA) with the VA Medical Center, Tampa FL, a laboratory
      of Department of Veterans Affairs with the purpose of providing funds for the
      VA’s final objective of developing therapeutic reagents to inhibit cancer cell
      proliferation.  In exchange, the Company will receive an exclusive
      option to elect an exclusive or partially exclusive license to commercialize
      any
      subject invention.  The Company signed a separate gift agreement (the
“Agreement”) with James E. Haley Veterans Research and Education Foundation,
      Inc. (“JHVREF”), whose purpose is to administer funding in accordance with the
      VHA Handbook on Research Business Operations.





F-18
 INHIBITION
            THERAPEUTICS, INC.
 (A
            Development Stage Company)
 Notes
            to Financial Statements (Continued)


Under
      the
      Agreement, the Company agreed to contribute $75,000 to JHVREF on a quarterly
      basis for three years.  Such contributions commenced on September 30,
      2004 to continue on the first day of each calendar quarter until the total
      sum
      of $900,000 is paid at the end of the three-year term.  JHVREF has
      full legal ownership of the gifts immediately upon receipt as well as ultimate
      control over all distribution and use of the funds, subject to the terms and
      conditions of the Agreement.  The Company has the right and authority
      to terminate the Agreement upon written notice and thereby be released only
      from
      its commitments to make any future gifts that remain to be paid.


The
      Company incurred $150,000 and $300,000 in research and development cost during
      each of the years ended January 31, 2008 and 2007, and has incurred a total
      of
      $900,000 during the period from May 11, 2004 (inception) through January 31,
      2008.  As of January 31, 2008, $237,000 in research and development
      fees were accrued but unpaid.





Lawsuit





During
      the year ended January 31, 2006, the Company received proceeds of $30,000,
      in
      exchange for a promissory note from an unaffiliated third party.  The
      entire balance of this note remained outstanding at January 31,
      2008.  The promissory note was issued at an interest rate of 8% per
      annum and is due on demand.  Accrued interest rate on the note totaled
      $6,917 at January 31, 2008.  In January 2008, the holder of this note
      filed a lawsuit against the Company claiming the interest payable under this
      note was 44% and therefore the Company owed approximately $38,000 in interest
      payable at January 31, 2008.  The Company is disputing the claimed
      increased interest rate and intends to vigorously defend this
      lawsuit.  Should the Company not prevail in this action, the maximum
      exposure pursuant to the suit would be the difference of approximately $31,000
      in accrued interest on the note at January 31, 2008, plus any further interest
      expense at the increased interest rate for future periods until the matter
      is
      settled.








NOTE
      7. INCOME TAXES





A
      reconciliation of U.S. statutory federal income tax rate to the effective rate
      follows for the years ended January 31, 2008 and 2007:





For
                the
              year
                ended January 31,
            
            For
                the
              year
                ended January 312008
            
            2007U.S.
                statutory federal rate
            34.00%
            
            34.00%State
                income tax rate
            4.63%
            
            4.63%Net
                operating loss for which no taxbenefit
                is currently available
            -38.63%
            
            -38.63%0.00%
            
            0.00%





F-19
 INHIBITION
              THERAPEUTICS, INC.
 (A
              Development Stage Company)
 Notes
              to Financial Statements (Continued)





At
      January 31, 2007, deferred tax assets consisted of a net tax asset of
      $1,032,600, due to operating loss carryforwards of $2,727,965, which was fully
      allowed for, in the valuation allowance of $1,032,600.  The valuation
      allowance offsets the net deferred tax asset for which there is no assurance
      of
      recovery.  The increase in the deferred tax assets and the
      corresponding valuation allowance during the year ended January 31, 2008 was
      $387,100.  The net operating loss carryforward expires through the
      year 2028.





The
      valuation allowance is evaluated at the end of each year, considering positive
      and negative evidence about whether the deferred tax asset will be
      realized.  At that time, the allowance will either be increased or
      reduced; reduction could result in the complete elimination of the allowance
      if
      positive evidence indicates that the value of the deferred tax assets is no
      longer impaired and the allowance is no longer required.





Should
      the Company undergo an ownership change as defined in Section 382 of the
      Internal Revenue Code, the Company's tax net operating loss carryforwards
      generated prior to the ownership change will be subject to an annual limitation,
      which could reduce or defer the utilization of these losses.











F-20