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, 2007** ̈
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                transition period fromto.





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: x Yes  ̈ 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 x No





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, 2007 was $3,504,600, based on the last sale price of
      the
      issuers common stock ($0.51 per share) as reported by the OTC Bulletin
      Board.





The
      Registrant had 14,895,356 shares of common stock outstanding as of April 30,
      2007.





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


-1-


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 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. Inhibetex was incorporated
      on
      May 11, 2004 under the laws of the state of Colorado for the purpose of engaging
      in the discovery and development of novel cancer therapies. 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.


-2-


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.





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 $300,000 for research and development costs in the fiscal
      year
      ended January 31, 2006 and $150,000 in the year ended January 31, 2005.
      Presently, in addition to Dr. Acevedo-Duncan, there are two full-time
      researchers and  four
      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. In
      September 2007, our rights under the CRADA will 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.


-3-


As
      part
      of a recent update provided 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. It is intended for cell culture testing to begin
      in 2007 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.





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 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 $600,000 on research and development
      costs during the past two years including $300,000 expensed in each of the
      fiscal years ended January 31, 2007 and 2006. All of these costs were borne
      by
      us. Of these amounts, $192,000 was accrued but not yet paid as of January 31,
      2007.





-4-


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.





***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.


-5-


***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.





**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.


-6-




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 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.


-7-




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.





***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


-8-


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 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.





-9-


***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 pay $750 per month for use of
      office space and the occasional use of fax machines, copy machines and other
      office equipment.








**ITEM
      3.**  **LEGAL
      PROCEEDINGS.**





Our
      company is not a party in to any bankruptcy, receivership or other legal
      proceeding, and to the best of our knowledge, no such proceedings by or against
      us have been threatened.








-10-


**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, 2007.








**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, 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
            
            $2.20Fiscal
                year ended January 31, 2006Quarter
                ended January 31, 2006
            $3.79
            
            $2.25Quarter
                ended October 31, 2005
            $4.25
            
            $2.25Quarter
                ended July 31, 2005
            $4.65
            
            $3.50Quarter
                ended April 30, 2005
            $4.00
            
            $2.00





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 April 30, 2007, was 182
      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.


-11-


(d)  Securities
      authorized for issuance under equity compensation plans





We
      have
      the following securities authorized for issuance under our equity compensation
      plans as of January 31, 2007, including options available for future issuance
      under our 2005 Stock Option 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
            -0-
            
            $-0-
            
            1,950,000Equity
                compensation plans not approved by security holders
            -0-
            
            $-0-
            
            -0-Total
            -0-
            
            $-0-
            
            1,950,000








Recent
      Sales of Unregistered Equity Securities





In
      March
      2007, we issued 594,356 shares of common stock to three unaffiliated accredited
      investors pursuant to the conversion of notes payable totaling $148,589 in
      principal and accrued interest equaling $0.25 per share. In addition, these
      noteholders also purchased 500,000 shares in a private placement of our common
      stock sold at $0.25 per share for proceeds to the Company of $125,000. In
      connection with this transaction, we issued warrants to purchase 1,094,356
      shares of our common stock at an exercise price of $0.50 per share which expire
      three years from the issuance date.





In
      April
      2007, we issued 100,000 shares of our common stock to two unaffiliated
      accredited investors pursuant to a private placement of our common stock. The
      shares were sold for $0.30 per unit which consisted of one share of common
      stock
      and one common stock purchase warrant resulting in total proceeds of $30,000.
      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.




-12-





**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, 2007 and 2006, 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.





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
      we
      have expensed $750,000 in research and development expense through January
      31,
      2007.





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, 2007, we will require at least $400,000 of additional capital to
      fund the quarterly CRADA payments 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, 2007, we received a net of approximately $182,000 from
      our financing activities, which included the issuance of promissory notes and
      shares of our common stock and warrants. We have received approximately $155,000
      in additional funds through equity sales during the first quarter ended April
      30, 2007.


-13-





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, 2007, the Company did not engage in any
      off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation
      S-B.








**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.**





We
      maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and
      15d-159e) under the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”)) that are designed to ensure that information required to be
      disclosed by us in the reports that we file or submit under the Exchange Act
      is
      recorded, processed, summarized and reported within the time periods specified
      in the Securities and Exchange Commission’s rules and forms and that such
      information is accumulated and communicated to our management as appropriate
      to
      allow timely decisions regarding required disclosures. A review and evaluation
      of our disclosure controls and procedures was performed by the Company’s
      management, including the Company’s Principal Executive Officer (the “CEO”) who
      is also Principal Financial Officer (the “CFO”), as of January 31, 2007. Based
      on that review and evaluation, the Principal Executive Officer/Principal
      Accounting Officer has concluded that the Company’s disclosure controls and
      procedures were effective as of January 31, 2007.





-14-


Additionally,
      there were no significant changes in our internal controls during the quarter
      ended January 31, 2007, there were no changes in our internal control over
      financial reporting that have materially affected, or reasonably likely to
      materially affect, our internal control over financial reporting.








**ITEM
      8B.**  **OTHER
      INFORMATION.**





Not
      applicable.








**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**
            **SINCE**Henry
                Fong
            71
            President,
                Principal Executive Officer, Principal Accounting Officer and
                Director
            May
                2005Thomas
                B. Olson
            41
            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 Interactive Games, Inc. since March 2002.
      Interactive Games is a publicly traded distributor of gaming equipment. 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."


-15-





***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 Interactive Games, Inc., a publicly traded manufacturer and distributor
      of
      gaming equipment. 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.





(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, $195,500 remains accrued but unpaid
      to
      Mr. Fong.





The
      following table summarizes the compensation accrued to our President and any
      other executive officers for the year ended January 31, 2007, whose total
      compensation exceeded $100,000.


-16-





(b)  Summary
      compensation table





**Name
                and**
              **Principal
                Position**
            **Fiscal
                Year**
            **Salary**
            **Bonus**
            **Option
                Awards**
            **All
                Other Compensation**
            **Total**Henry
                Fong
              *President
                & Director*
            2007
              
              2006
            $96,000
              
              $96,000
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $96,000
              
              $96,000





(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) during the last fiscal year.





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





We
      currently have no outstanding equity awards.





(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, nor 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, 2007. Mr. Fong did receive $96,000 in
      management fees for his service as an officer of the Company in the year ended
      January 31, 2007.





**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, 2007 (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 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 14,895,356 shares outstanding as of
      April 30, 2007.


-17-





**Name
                of Beneficial Owner**
            **Number
                of Shares**
              **Beneficially
                Owned(1)**
            **Percent
                of**
              **Class**Gulfstream
                Financial Partners, LLC
              7315
                East Peakview Avenue
              Englewood,
                CO 80111
            3,095,000(2)
            20.7%Wayne
                Mills
              1615
                Northridge Drive
              Medina,
                MN 55391
            1,694,238
                (3)
            11.3%Perkins
                Capital Management, Inc.
              730
                East Lake Street
              Wayzata,
                MN 55391
            2,963,000(4)
            18.6%Henry
                Fong
              7315
                East Peakview Avenue
              Englewood,
                CO 80111
            3,095,000
                (5)
            20.7%Thomas
                B. Olson
              7315
                East Peakview Avenue
              Englewood,
                CO 80111
            271,400
                (6)
            1.8%All
                Executive Officers and
              Directors
                as a Group (2 persons)
            3,366,400(5)(6)
            22.6%





**__________**


(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)
            Includes
                (a) 588,500 shares held by Blake Capital Partners, of which Mr. Mills
                is
                the sole member, (b) 255,730 shares held by Blake Advisors, LLC,
                of which
                Mr. Mills is the sole member, and 250,059 shares held by Tamara Kottom
                Mills, the wife of Mr. Mills.


(4)
            Based
                on Schedule 13-G/A filed with the Securities and Exchange Commission
                on
                April 10, 2007. Includes warrants to purchase up to 1,000,000 shares
                of
                our common stock.


(5)
            Consists
                of 3,095,000 shares held by Gulfstream Financial Partners, LLC, of
                which
                Mr. Fong is the president, director and sole
                stockholder.


(6)
            Includes
                271,000 shares held by the Thomas B. Olson and Kimberly A. Olson
                as
                JTWROS.





(c)  Changes
      in control





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








-18-


**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 $750 per month for use of
      office space and the occasional use of fax machines, copy machines and other
      office equipment. As of January 31, 2007, we owed $24,375 in accrued
      rent.





During
      the year ended January 31, 2007, our President, Henry Fong, loaned us $8,750
      in
      addition to loans outstanding at January 31, 2006 totaling $117,979. During
      the
      year ended January 31, 2007, we repaid $107,517 of these loans. At January
      31,
      2007, $19,212 in principal and $845 in accrued interest remained outstanding.
      The promissory notes have an interest rate of 8% per annum and are due on
      demand. At April 30, 2007, approximately $9,500 of these notes remained
      outstanding.




During
      the year ended January 31, 2007, we borrowed $182,500 from a trust created
      by
      our president for the benefit of his children. This was in addition to $113,658
      in loans outstanding as of January 31, 2006. As of January 31, 2007, these
      notes
      totaling $296,158 remained outstanding with accrued interest payable in the
      amount of $16,401. The notes bear interest rate of 8% and are due on demand.
      At
      April 30, 2007, approximately $291,000 of these notes remained
      outstanding.





During
      the fiscal year ended January 31, 2007, we borrowed $26,200 from a company
      in
      which our president is the sole stockholder. This was in addition to $149,922
      in
      loans outstanding at January 31, 2006. During the year ended January 31, 2007,
      we repaid $41,513 on these loans. At January 31, 2007, $134,609 in principal
      and
      $14,670 in accrued interest remained outstanding. All of the promissory notes
      have an interest rate of 8% per annum and are due on demand. At April 30, 2007,
      approximately $117,000 of these notes remained outstanding.





During
      the year ended January 31, 2007, we signed a promissory note payable to our
      Secretary, Thomas Olson, for $2,000 at an interest rate of 8% per annum and
      due
      on demand. As of January 31, 2007, this loan remained outstanding with accrued
      interest payable of $140. As of April 30, 2007, this loan had been
      repaid.





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. As of January 31, 2007,
      these loans remained outstanding with accrued interest payable of $608. The
      entire balance of these loans also remained outstanding as of April 30,
      2007





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, 2007 with accrued interest payable of $356. This note remained
      outstanding at April 30, 2007.





-19-


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)*.21.1
            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)*.








-20-


**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**





Cordovano
      and Honeck, LLP served as our certifying accountant for the fiscal years ended
      January 31, 2007 and 2006.




Audit
      Fees





Fees
      for
      audit services billed in fiscal years ended January 31, 2007 and 2006 totaling
      $10,980 for fiscal year ended 2007, and $6,000 for the fiscal year ended 2006,
      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.


-21-


**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, 2007
            By:*/s/
                Henry Fong*Henry
                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, 2007
            */s/
                Henry Fong*Henry
                FongDirector














-22-









**INHIBITON
                  THERAPEUTICS, INC.**
                **(A
                  Development Stage Company)**
                **Index
                  to Financial Statements****Page**Report
                  of Independent Registered Public Accounting Firm
              
              
              F-2Balance
                  Sheet at January 31, 2007
              
              
              F-3Statement
                  of Operations for the years ended January 31, 2007and
                  2006, and from May 11, 2004 (Inception) through January 31,
                  2007
              
              
              F-4Statement
                  of Changes in Shareholders' Deficit for the period fromMay
                  11, 2004 (Inception) through January 31, 2007
              
              
              F-5Statement
                  of Cash Flows for the years ended January 31, 2007and
                  2006, and from May 11, 2004 (Inception) through January 31,
                  2007
              
              
              F-6Notes
                  to Financial Statements
              
              
              F-7






F-1







**Report
      of Independent Registered Public Accounting Firm**








To
      the
      Board of Directors


Inhibition
      Therapeutics, Inc.








We
      have
      audited the accompanying balance sheet of Inhibition Therapeutics, Inc. as
      of
      January 31, 2007, and the related statements of operations, stockholders’
deficit, and cash flows for the years ended January 31, 2007 and 2006, and
      the
      period from May 11, 2004 (Inception) through January 31, 2007. 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. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe 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, 2007, and the results of its operations and its cash flows for
      the
      years ended January 31, 2007 and 2006, and the period from May 11, 2004
      (Inception) through January 31, 2007, in conformity with generally accepted
      accounting principles.





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, 2007, 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
      11,
      2007










F-2




**INHIBITON
                  THERAPEUTICS,
                  INC.**
                **(A
                  Development Stage Company)**
                **Balance
                  Sheet**
                **January
                  31,
                  2007****Assets**Cash
              
              $
              141Total
                  assets
              
              $
              141**Liabilities
                  and Shareholders’ Deficit**Current
                  liabilities:Accounts
                  and notes payable:Accounts
                  payable, related party (Note 2)
              
              $
              258,875Accounts
                  payable, other
              
              
              232,341Notes
                  payable, related party (Note 2)
              
              
              496,479Notes
                  payable, other (Note 3)
              
              
              30,000Convertible
                  notes payable (Note 3)
              
              
              225,000Accrued
                  interest payable:Notes
                  payable, related party (Note 2)
              
              
              33,020Notes
                  payable, other (Note 3)
              
              
              4,517Convertible
                  notes (Notes 3 and 7)
              
              
              41,003Total
                  current liabilities
              
              
              1,321,235Commitments
                  and contingencies (Note 5)
              
              
              —Shareholders’
                  deficit (Note 4):Preferred
                  stock, $.01 par value; 100,000 shares authorized,-0-
                  shares issued and outstanding
              
              
              —Common
                  stock, $.001 par value; 50,000,000 shares authorized,13,701,000
                  shares issued and outstanding
              
              
              13,701Additional
                  paid-in capital
              
              
              391,043Deficit
                  accumulated during the development stage
              
              
              (1,725,838
              )Total
                  shareholders' deficit
              
              
              (1,321,094
              )Total
                  liabilities and shareholders' deficit
              
              $
              141






See
      accompanying notes to financial statements.


F-3




**INHIBITON
                  THERAPEUTICS,
                  INC.**
                **(A
                  Development Stage Company)**
                **Statements
                  of Operations****May
                  11, 2004****(Inception)****For
                  The Years Ended**
              
              **Through****January
                  31,**
              
              **January
                  31,****2007**
              
              **2006**
              
              **2007**Operating
                  costs and expenses:Research
                  and development (Note 5)
              
              
              300,000
              
              
              300,000
              
              
              750,000Selling,
                  general and administrative expensesRelated
                  party (Note 2)
              
              
              129,000
              
              
              155,800
              
              
              653,675Other
                  (net of stock based compensation)
              
              
              41,752
              
              
              171,436
              
              
              222,494Stock
                  based compensation (Note 4)
              
              
              -
              
              
              -
              
              
              1,000Total
                  operating costs and expenses
              
              
              (470,752
              )
              
              (627,236
              )
              
              (1,627,169
              )Interest
                  income (Note 3)
              
              
              -
              
              
              80,183
              
              
              80,183Interest
                  expense (Notes 2, 3)
              
              
              (56,277
              )
              
              (117,137
              )
              
              (178,852
              )Loss
                  before income taxes
              
              
              (527,029
              )
              
              (664,190
              )
              
              (1,725,838
              )Income
                  tax provision (Note 6)
              
              
              -
              
              
              -
              
              
              -Net
                  loss
              
              $
              (527,029
              )
              $
              (664,190
              )
              $
              (1,725,838
              )Basic
                  and diluted loss per common share
              
              $
              (0.04
              )
              $
              (0.05
              )Weighted
                  average common shares outstanding
              
              
              13,585,915
              
              
              12,133,362




See
      accompanying notes to financial
      statements.


F-4




**INHIBITON
                  THERAPEUTICS,
                  INC.**
                **(A
                  Development Stage Company)**
                **Statements
                  of Changes in Shareholders' Deficit****Common
                  Stock**
              
              **Additional paid-in**
              
              **Deficit****accumulated
                    during the****Shares**
              
              **Par
                  value**
              
              **capital**
              
              **development
                  stage**
              
              **Total**Balance
                  at May 11, 2004Inception
                  date
              
              
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —October
                  2004 and January 2005,sale
                  of common stock (Note 4)
              
              
              9,555,100
              
              
              9,555
              
              
              269,945
              
              
              —
              
              
              279,500October
                  2004, issuance of common stockfor
                  debt issue costs (Note 3)
              
              
              963,000
              
              
              963
              
              
              (63
              )
              
              —
              
              
              900December
                  2004, issuance of common stockfor
                  services (Note 4)
              
              
              107,000
              
              
              107
              
              
              893
              
              
              —
              
              
              1,000January
                  2005, conversion of notes payable tocommon
                  stock (Note 2)
              
              
              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 (Note 4)
              
              
              428,000
              
              
              428
              
              
              99,572
              
              
              —
              
              
              100,000May
                  2005 Reverse acquisition of OrganicSoils.com,
                  Inc. (Note 1)
              
              
              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 (Note 4)
              
              
              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
              )




F-5




**INHIBITON
                  THERAPEUTICS,
                  INC.**
                **(A
                  Development Stage Company)**
                **Statements
                  of Cash Flows****May
                  11, 2004****(Inception)****For
                  The Years Ended**
              
              **Through****January
                  31,**
              
              **January
                  31,****2007**
              
              **2006**
              
              **2007**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (527,029
              )
              $
              (664,190
              )
              $
              (1,725,838
              )Adjustments
                  to reconcile net loss to net cashused
                  by operating activities:Stock
                  based compensation
              
              
              —
              
              
              —
              
              
              1,000Changes
                  in operating assets and liabilities:Prepaid
                  expense
              
              
              —
              
              
              16,667
              
              
              —Accounts
                  payable
              
              
              172,996
              
              
              58,945
              
              
              231,941Related
                  party payables (Note 2)
              
              
              129,000
              
              
              (91,000
              )
              
              258,875Accrued
                  expenses
              
              
              42,008
              
              
              31,795
              
              
              78,941Net
                  cash used inoperating
                  activities
              
              
              (183,025
              )
              
              (647,783
              )
              
              (1,155,081
              )Cash
                  flows from investing activities:Investment
                  in Inhibitex Therapeutics, Inc.
              
              
              —
              
              
              (44,856
              )
              
              (44,856
              )Net
                  cash used ininvesting
                  activities
              
              
              —
              
              
              (44,856
              )
              
              (44,856
              )Cash
                  flows from financing activities:Proceeds
                  from related party notes payable, net
              
              
              101,919
              
              
              349,659
              
              
              485,078Proceeds
                  from notes payable, other
              
              
              13,000
              
              
              30,000
              
              
              43,000Proceeds
                  from convertible promissory note
              
              
              —
              
              
              —
              
              
              225,000Proceeds
                  from issuance of common stock
              
              
              67,500
              
              
              100,000
              
              
              447,000Net
                  cash provided byfinancing
                  activities
              
              
              182,419
              
              
              479,659
              
              
              1,200,078Net
                  change in cash andcash
                  equivalents
              
              
              (606
              )
              
              (212,980
              )
              
              141Cash
                  and cash equivalents:Beginning
                  of period
              
              
              747
              
              
              213,727
              
              
              —End
                  of period
              
              $
              141
              
              $
              747
              
              $
              141Supplemental
                  disclosure of cash flow information:Cash
                  paid during the period for:Income
                  taxes
              
              $
              —
              
              $
              —
              
              $
              —Interest
              
              $
              14,669
              
              $
              36,954
              
              $
              57,061Noncash
                  financing transactions:Notes
                  payable converted to stock
              
              $
              —
              
              $
              —
              
              $
              700Stock
                  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., (the
“Company”) was incorporated on May 11, 2004 under the laws of the state of
      Colorado for the purpose of engaging in the discovery and development of novel
      cancer therapies. 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.




***Reverse
      Merger***




Effective
      May 19, 2005, the Company 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
      $1,725,838 loss recognized by the Company from May 11, 2004 through January
      31,
      2007, 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, 2007 were $-0-.





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





***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 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 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.




***Research
      and Development***




Research
      and development costs are expensed as incurred. In each of the years ended
      January 31, 2007 and 2006, and from May 11, 2004 (inception) through January
      31,
      2007, the Company incurred $300,000, $300,000 and $750,000 in research and
      development costs, respectively.




***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, 2007, 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 ended January 31, 2007 and 2006, as the impact of the potential
      common shares, which total 316,568 (January 31, 2007), 66,568 (January 31,
      2006), would be antidilutive and decrease loss per share. Therefore, diluted
      loss per share presented for the years ended January 31, 2007 and 2006 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* .








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





***Recent
      Accounting Pronouncements***





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      (“SFAS”) No. 157, *Fair
      Value Measurements* .
      This
      statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles, and expands disclosures about
      fair
      value measurements. This statement applies under other accounting pronouncements
      that require or permit fair value measurements. SFAS in February 2007, the
      FASB
      issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* ,
      including an amendment to FASB No. 115. SFAS No. 159 will permit companies
      the
      option to choose to measure many financial instruments and other items at fair
      value. SFAS Nos. 157 and 159 will be effective for the Company’s fiscal year
      2008. The Company is currently assessing the impact, if any, that adoption
      of
      SFAS Nos. 157 and 159 will have on its financial statements.








**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. As of January 31, 2007, there were outstanding notes payable totaling
      $296,158 with accrued interest payable in the amount of $16,401 due to the
      trust. 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. At January 31, 2007, $134,609 in principal and $14,670
      in
      accrued interest remained outstanding. All of the promissory notes have an
      interest rate of 8% per annum and are due on demand.





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. At January 31,
      2007, $19,212 in principal and $845 in accrued interest remained outstanding.
      The promissory notes have an interest rate of 8% per annum and are due on
      demand.





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. As of January 31, 2007, this loan remained outstanding with accrued
      interest payable of $140.








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





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. As of
      January 31, 2007, these loans remained outstanding with accrued interest payable
      of $608.





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,
      2007 with accrued interest payable of $356.





Notes
      and
      interest payable to related parties consisted of the following at January 31,
      2007:





Notes
                payable to officers; interest at 8% and due on demand
            
            $
            21,212Notes
                payable to affiliates of Company officers; interest at 8% and due
                on
                demand
            
            
            462,267Note
                payable to significant stockholder; interest at 8% and due on
                demand
            
            
            13,000Notes
                payable, related party
            
            
            496,479Interest
                payable related party
            
            
            33,020Total
                principal and interest payable, related party
            
            $
            529,499





During
      the year ended January 31, 2006 and during the period from May 11, 2004
      (inception) through January 31, 2005, the Company paid $25,000 and $22,500,
      respectively, in consulting services related to the negotiation, financial
      structure and valuation of the merger between the Company and Organic Soils.com,
      to a company owned by a principal shareholder of the Company.





At
      January 31, 2007, the Company owed its officers a total of $234,500 for accrued
      but unpaid management services. This amount is included in the financial
      statements under “Accounts payable, related party” at January 31, 2007. 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, 2007 and 2006, the Company incurred $120,000, in management services
      expense.





The
      Company rents office space from an affiliate of the Company’s officers at the
      rate of $750 per month, based on the amount of space occupied by the Company.
      Rent expense totaled $9,000 in each of the years ended January 31, 2007 and
      2006. At January 31, 2007, a balance of $24,375 remained unpaid and outstanding,
      which is included in the financial statements under “Accounts payable, related
      party” at January 31, 2007.








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





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





Management
                fees payable to officers
            
            $
            234,500Rent
                payable to company affiliated with officers
            
            
            24,375Total
                accounts payable, related party
            
            $
            258,875








**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 secured
      convertible promissory notes.





Each
      note
      carries an interest rate of 8% per annum. Principal and accrued interest was
      due
      in October and November 2005, thirteen months from the date the promissory
      notes
      were issued. At the option of the lender, the principal and accrued interest
      is
      convertible, in whole or in part, into $0.01 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 bifurcated and separately valued the conversion option from the debt
      instrument utilizing the Black-Scholes valuation model. The total estimated
      fair
      value of the conversion option at the dates the notes were issued (September
      and
      October 2004) was determined to be approximately $80,000 and has been accounted
      for as a derivative liability and a discount to the debt.





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.





At
      January 31, 2007, all $225,000 of the convertible notes were outstanding with
      $41,003 of accrued but unpaid interest (see Note 7).





***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, 2007. 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 $4,517 at January 31,
      2007.





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








**NOTE
      4. CAPITAL STOCK**





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.





The
      Company offered shares of its common stock during the period from May 11, 2004
      (inception) through January 31, 2006. 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.





On
      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 has recorded stock based compensation
      expense in the amount of $1,000 in the accompanying financial
      statements.





***Warrants***





A
      summary
      of the activity of the Company’s outstanding warrants during the years ended
      January 31, 2007 and 2006 is as follows:





Warrants
            
            Weighted-average
                exercise price
            
            Weighted-average
                grant date fair valueOutstanding
                February 1, 2005
            
            -
            
            $
                -
            
            $
                -Granted
            
            -
            
            -
            
            -Exercised
            
            -
            
            -
            
            -Outstanding
                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
            
            $
                0.50








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





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 of January 31, 2007.





Exercise
                price range
            
            Number
                of options outstanding
            
            Weighted-average
                exercise price
            
            Weighted-average
                remaining life$0.50
            
            250,000
            
            $
                0.50
            
            2.5
                years250,000
            
            $
                0.50
            
            2.5
                years








**NOTE
      5. COMMITMENTS AND CONTINGENCIES**





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.





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 and
      will 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
      following is a schedule of future minimum payments required under the gift
      agreement:




Year
                ending January 31, 2008
            
            
            $150,000




The
      Company incurred $300,000 in research and development cost during each of the
      years ended January 31, 2007 and 2006, and has incurred a total of $750,000
      during the period from May 11, 2004 (inception) through January 31, 2007. As
      of
      January 31, 2007, $192,000 in research and development fees was accrued but
      unpaid.








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




**NOTE
      6. INCOME TAXES**





A
      reconciliation of U.S. statutory federal income tax rate to the effective rate
      follows for the years ended January 31, 2007 and 2006:


For
                the year ended January 31,
            
            For
                theyear
                ended January 312007
            
            2006U.S.
                statutory federal rate
            34.00%
            
            34.00%State
                income tax rate
            4.63%
            
            3.06%Net
                operating loss for which no taxbenefit
                is currently available
            -38.63%
            
            -37.06%0.00%
            
            0.00%




At
      January 31, 2007, deferred tax assets consisted of a net tax asset of $645,500,
      due to operating loss carryforwards of $1,725,838, which was fully allowed
      for,
      in the valuation allowance of $645,500. The valuation allowance offsets the
      net
      deferred tax asset for which there is no assurance of recovery. The change
      in
      the valuation allowance during the year ended January 31, 2007 was $203,600.
      The
      net operating loss carryforward expires through the year 2027.





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.








**NOTE
      7. SUBSEQUENT EVENTS**





In
      March
      2007, $125,000 in principal of the convertible promissory notes along with
      $23,589 in accrued interest (see Note 3) 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 will record a loss on the extinguishment of debt
      of
      $65,379 in the first quarter 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 amount
      will be recorded as interest expense in the first quarter ended April 30,
      2007.








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





Concurrent
      with the convertible note conversion transaction, the noteholders 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.






F-17