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, 2006** ̈
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                transition period from_____to _____.





Commission
      File Number 333-57946








**INHIBITON
      THERAPEUTICS, INC.**


(Name
      of
      small business issuer in its charter)





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





**7315
      EAST PEAKVIEW AVENUE, ENGLEWOOD, COLORADO 80111**


(Address
      of principal executive offices)(Zip Code)





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





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





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





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





Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15 (d) of the Exchange during the past 12 months (or for such shorter period
      that the Registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 Days: 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 May 1, 2006, was $11,754,467, based on the last sale price of
      the
      issuers common stock ($2.30 per share) as reported by the OTC Bulletin
      Board.





The
      Registrant had 13,451,000 shares of common stock outstanding as of May 15,
      2006.





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”, “WILL”, “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)  Historical
      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, upon the
      completed filing of Articles of Exchange with the Nevada Secretary of State
      and
      a Statement of Share Exchange with the Colorado Secretary of State
      (collectively, the “Articles of Exchange,” and together with the Share Exchange
      Agreement, the “Plan of Exchange”). Contemporaneously with the effectiveness of
      the Articles of Exchange with the Nevada Secretary of State on May 19, 2005,
      we
      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 Plan of Exchange, each share of
      Inhibetex Common Stock was


-1-


acquired
      by the Company in exchange for one hundred seven (107) shares of the Company’s
      common stock, par value $.01 per share (“Common Stock”). Inhibetex also had
      outstanding convertible debt securities, the outstanding principal and accrued
      and unpaid interest of which were convertible into shares of Inhibetex Common
      Stock at a price per share equal to 75% of the average closing price of
      Inhibitex Common Stock for the first 30 days immediately following the date
      Inhibetex began trading as a public company. As a result of the Plan of
      Exchange, 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 Plan of 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 the Registrant’s outstanding voting power, excluding the outstanding
      convertible debt. Accordingly, the Share Exchange constituted a change of
      control of the Registrant.





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





(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. 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.
      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.





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. 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, the Company
      will have the right to commercialize any inventions resulting from this
      research.


-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.
      In
      addition to 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 five full-time
      researchers and seven 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.





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.


-3-





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. Many 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 spent $450,000 on research and development
      costs
      during the past two years including $300,000 expensed in the fiscal year ended
      January 31, 2006 and $150,000 expensed in fiscal year ended January 31, 2005.
      All of these costs were borne by us.





EMPLOYEES





We
      currently have no employees. We do, however, have personnel supporting our
      research and development activities through the CRADA as described above
      including five full-time researchers and seven 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





***In
      General***





The
      purchase of shares of the Registrant’s common stock is very speculative and
      involves a very high degree of risk. An investment in the Registrant 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 the Registrant.





-4-


***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 through the Registrant pursuant to a
      share exchange, we may not be able to attract the attention of major brokerage
      firms.***





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





***Trading
      of our common stock is limited.***





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





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





Our
      common stock is a “penny stock.” Broker-dealers who sell penny stocks must
      provide purchasers of these stocks with a standardized risk-disclosure document
      prepared by the SEC. This document provides information about penny stocks
      and
      the nature and level of risks involved in investing in the penny-stock market.
      A
      broker must also give a purchaser, orally or in writing, bid and offer
      quotations and information regarding broker and salesperson compensation, make
      a
      written determination that the penny stock is a suitable investment for the
      purchaser, and obtain the purchaser’s written agreement to the purchase. The
      penny stock rules may make it difficult for you to sell your shares of our
      stock. Because of the rules, there is


-5-


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 product candidates developed from
      our
      research, we will not have product revenues. 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.





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 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.***




Inhibetex
      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.


-6-


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 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.





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 takes at least several years to complete.
      Furthermore, failure can occur at any stage of the trials, and


-7-


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 our 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 our 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 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 engage, to obtain and maintain
      patent protection for our


-8-


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.





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





If
      our
      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.
      We do not have “key person” life insurance policies for any of our officers. The
      loss of the


-9-


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
      will
      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.








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, 2006.








-10-


**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, 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
            
            $2.00Fiscal
                year ended January 31, 2006Quarter
                ended January 31, 2005
            $4.00
            
            $0.00Quarter
                ended October 31, 2004*
            $0.00
            
            $0.00Quarter
                ended July 31, 2004*
            $0.00
            
            $0.00Quarter
                ended April 30, 2004*
            $0.00
            
            $0.00


_______


*
      No
      shares of common stock were traded in the periods prior to January 31,
      2005.





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





(b)  Holders





The
      number of record holders of our common stock as of May 1, 2006, was 104
      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 December 31, 2005, 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





The
      Company has not issued any unregistered equity securities that were not
      previously reported via Form 10-QSB or Form 8-K.








ITEM
      6.
      PLAN OF OPERATION.





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 including section 27A of the Securities Act
      of
      1933 and section 21E of the Securities Exchange Act of 1934, regulations and
      releases, which represent the company's expectations or beliefs, including
      but
      not limited to, statements concerning the company's operations, economic
      performance, financial condition, growth and acquisition strategies, off-balance
      sheet arrangements, and future operational plans including plans for the
      potential commercialization of alternative cancer therapies, 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", "will", "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 company's control,
      and
      actual results may differ materially depending on the variety of important
      factors, including uncertainty related to the company's operations, mergers
      or
      acquisitions, governmental regulation, the value of the company's assets and
      any
      other factors discussed in this and other company filings with the securities
      and exchange commission.


-12-





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 as of January 31, 2006,
      and for each of the period ended January 31, 2005, includes a “going concern”
explanatory paragraph that describes substantial doubt about the Company’s
      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 $450,000 in research and development expense during the prior
      two
      fiscal years.





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, 2006, 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. We presently believe the source of these 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.





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.


-13-





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 dilution of our current
      shareholders.





(c)  Off-Balance
      Sheet Arrangements





During
      the fiscal years ended January 31, 2006, 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.





On
      July
      28, 2005, our Board of Directors appointed the registered independent public
      accounting firm of Cordovano and Honeck, LLP as independent accountants for
      the
      Company for the fiscal year ending January 31, 2006. Cordovano and Honeck served
      as auditor to Inhibetex prior to its merger with Inhibiton.





Hawkins
      Accounting was dismissed effective July 28, 2004, and notified of their
      dismissal on August 2, 2004. The decision to dismiss Hawkins accounting was
      made
      by our board of directors.





During
      the fiscal year ended December 31, 2004, and interim periods subsequent to
      December 31, 2004, there were no disagreements with Hawkins Accounting on any
      matter of accounting principles or practices, financial statement disclosure,
      or
      auditing scope or procedure or any reportable events.





Hawkins
      Accounting’s report on the financial statements for the year ended December 31,
      2004, contained an opinion raising substantial doubt about our ability to
      continue as a going concern. With the exception of the foregoing, the report
      of
      Hawkins Accounting contained no adverse opinion or disclaimer of opinion and
      was
      not qualified or modified as to uncertainty, audit scope or accounting
      principles.





During
      the two most recent fiscal years through July 28, 2005, we had not consulted
      with Cordovano and Honeck, P.C. regarding either (i) the application of
      accounting principles to a specific transaction, either contemplated or
      proposed; or the type of audit opinion that might be rendered on our financial
      statements and neither a written report was provided to us nor oral advice
      was
      provided that Cordovano and Honeck concluded was an important factor considered
      by us in reaching a decision as to the accounting, auditing or financial
      reporting issue; or (ii) any matter that was either the subject of a
      disagreement, as that term is defined in Item 304(a)(1)(iv)


-14-


of
      Regulation S-K and the related instructions to Item 304 of Regulation S-K,
      or a
      reportable event, as that term is defined in Item 304 (a)(1)(v) of Regulation
      S-K.





On
      November 17, 2004, Weinberg & Company, P.A., resigned from its position as
      the Company’s independent accountants. Our board of directors holding office at
      that time participated in and approved the decision to change independent
      accountants.





On
      December 17, 2004, the board of directors appointed the registered independent
      public accounting firm of Hawkins Accounting as independent accountants for
      the
      Company for the fiscal year then ending December 31, 2004.





During
      the fiscal year ended December 31, 2003, and interim periods subsequent to
      December 31, 2003, there were no disagreements with Weinberg & Company, P.A.
      on any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedure or any reportable events.





Weinberg
      & Company, P.A.’s report on the financial statements for the year ended
      December 31, 2003, contained an opinion raising substantial doubt about our
      ability to continue as a going concern. With the exception of the foregoing,
      the
      report of Weinberg & Company, P.A.contained no adverse opinion or disclaimer
      of opinion and was not qualified or modified as to uncertainty, audit scope
      or
      accounting principles.





The
      Company consulted Hawkins Accounting during the two most recent fiscal years
      prior to the appointment of Hawkins Accounting regarding the application of
      accounting principles to a specified transaction, either completed or proposed,
      or the type of audit opinion that was rendered on the Organic Soils' financial
      statements, and written reports and oral advise was provided to the Company
      by
      concluding there was an important factor to be considered by Organic Soils
      in
      reaching a decision as to an accounting, auditing or financial issue. In the
      past two years prior to the appointment of Hawkins Accounting, the Company
      had
      not consulted Hawkins Accounting on any matter that was either the subject
      of a
      disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation
      S-K
      and the related instructions to Item 304 of Regulation S-K, or a reportable
      event, as that term is defined in Item 304 (a)(1)(v) of Regulation
      S-K.





As
      clarification, Hawkins Accounting was the Company's auditor prior to year ended
      December 31, 2003. Hawkin Accounting then became associated with Weinberg &
Company, P.A. Hawkins Accounting discontinued his association with Weinberg
      when
      his application to the PCAOB was approved.








ITEM
      8A.
      CONTROLS AND PROCEDURES.





A
      review
      and evaluation was performed by the Company's management, including the
      Company's Chief Executive Officer (the "CEO") who is also Chief Financial
      Officer (the "CFO"), of the effectiveness of the design and operation of the
      Company's disclosure controls and procedures as of the end of the period covered
      by this annual report.





As
      part
      of that review, the Company determined that it had incorrectly accounted for
      the
      conversion feature of its convertible promissory notes during the quarter ended
      July 31, 2005. As a consequence, the Company intends to restate its financial
      statements for the quarters ended July 31, 2005 and October 31, 2005, to
      properly account for the conversion feature of the notes.


-15-


As
      a
      small development stage company, we have limited Company resources devoted
      to
      financial reporting. The Company is currently evaluating its accounting
      resources needed to accommodate future non-routine, accounting issues of this
      nature and based on that review and evaluation, will take corrective measures
      as
      deemed necessary.





During
      the quarter ended January 31, 2006, there were no changes in the Company’s
      internal controls over financial reporting that have materially affected, or
      are
      reasonably likely to materially affect, our internal controls over financial
      reporting.








ITEM
      8B.
      OTHER ITEMS.





Not
      applicable.





**PART
      III**





ITEM
      9.
      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.





We
      have
      adopted a Code of Ethics for our financial management staff. The Code of Ethics
      is filed as Exhibit 99.1 to this Annual Report on Form 10-KSB.





(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
            70
            President,
                Chief Executive Officer, Chief Accounting Officer and
                Director
            May
                2005Thomas
                B. Olson
            40
            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 has also been the president,
      treasurer and a director of Equitex, Inc., a publicly traded alternative energy
      company, since its inception in 1983. 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. (f/k/a Torpedo Sports USA, 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


-16-


March
      1994, Mr. Fong was one of twelve CEOs selected as Silver Award winners in
      FINANCIAL WORLD magazine's corporate American "Dream Team."





***THOMAS
      B. OLSON*** ******


Mr.
      Olson
      has been secretary of the Company since May 2005, and has held the same
      positions with our operating subsidiary, Inhibetex Therapeutics, Inc. since
      its
      inception in May 2004. Mr. Olson has also been the secretary of Equitex, Inc.,
      a
      publicly traded alternative energy company, since January 1988 and has been
      a
      director of Equitex’s subsidiary Chex Services, Inc. since May 2002. Since March
      2002, Mr. Olson has been the secretary of Interactive Games, Inc. (f/k/a Torpedo
      Sports USA, 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.








ITEM
      10.
      EXECUTIVE COMPENSATION.





(a)  General





Beginning
      October 1, 2003, our president and secretary each receive a management fee
      of
      $8,000 and $2,000 per month, respectively. Of the amounts set forth below,
      $99,500 remains accrued but unpaid to Mr. Fong and $15,000 remains accrued
      but
      unpaid to Mr. Olson.





The
      following table summarizes the compensation accrued to our executive officers
      for the years ended January 31, 2006 and 2005.





-17-


(b)  Summary
      Compensation Table





**Annual
                Compensation****Name
                and**
              **Principal
                Position**
            **Fiscal
                Year**
            **Salary
                ($)**
            **Bonus($)**
            **Other
                Annual Compensation($)**
            **Long-Term
                Compensation Option/SARs**
              **($)**
            **All
                Other compensation**
              **($)**Henry
                Fong
              President/Director
            2006
              
              2005
            96,000
              
              72,000
            -0-
              
              -0-
            -0-
              
              -0-
            -0-
              
              -0-
            -0-
              
              -0-Thomas
                B. Olson
              Secretary/Treasurer
            2006
              
              2005
            24,000
              
              18,000
            -0-
              
              -0-
            -0-
              
              -0-
            -0-
              
              -0-
            -0-
              
              -0-








(c)  Option/SAR
      grants table





Not
      Applicable.





(d)  Aggregated
      option/SAR exercises and fiscal year-end option table





Not
      Applicable.





(e)  Long-term
      incentive plan (“LTIP”) awards table





Not
      Applicable.





(f)  Compensation
      of directors





Our
      sole
      director received no compensation specifically for his services as director
      of
      the Company during the years ended January 31, 2006 or 2005. Mr. Fong did
      receive $96,000 and $72,000 in management fees for his service as an officer
      of
      the Company in the years ended January 31, 2006 and 2005,
      respectively.





(g)  Employment
      contracts and termination of employment and change-in-control arrangements





Not
      applicable.





(h)  Report
      on
      repricing of options/SARs





Not
      Applicable.








-18-


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 May 1, 2006 (1) each person known by the Registrant 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 the Registrant’s
      directors and (4) all of the Registrant’s 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.





**Name
                of Beneficial Owner**
            **Number
                of Shares**
              **Beneficially
                Owned**
            **Percent
                of**
              **Class
                (1)**Henry
                Fong
              7315

                East Peakview Avenue
              Englewood,
                CO 80111
            3,120,000
                (1)
            23.2%Thomas
                B. Olson
              7315
                East Peakview Avenue
              Englewood,
                CO 80111
            296,400
                (2)
            2.2%All
                Executive Officers and
              Directors
                as a Group (2 persons)
            3,416,400
            25.4%Gulfstream
                Financial Partners, LLC
              7315
                East Peakview Avenue
              Englewood,
                CO 80111
            3,120,000
            23.2%Wayne
                Mills
              1615
                Northridge Drive
              Medina,
                MN 55391
            1,694,238
                (3)
            12.6%Perkins
                Capital Management, Inc.
              730
                East Lake Street
              Wayzata,
                MN 55391
            963,000(4)
            7.2%


**__________**


(1)  Includes
      3,120,000 shares held by Gulfstream Financial Partners, LLC, of which Mr. Fong
      is the President and sole stockholder.


(2)  Includes
      296,000 shares held by the Thomas B. and Kimberly A. Olson JTWROS.


(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 filed with the Securities and Exchange Commission on January
      27,
      2006.





-19-


ITEM
      12.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





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.





During
      the year ended January 31, 2006, the Company borrowed a total of $322,000 from
      our president and a corporation in which our president is a principal and sole
      stockholder. We issued promissory notes that are payable on demand and have
      in
      interest rate of 8% per annum. A total of $54,099 was paid on these notes during
      these notes during the year ended January 31, 2006 leaving an unpaid principal
      balance at year end of $267,901.





During
      the year ended January 31, 2006, we paid a total of $47,500 in consulting fees
      related to the negotiation, financial structure and valuation of the Share
      Exchange Agreement to a company owned by a principal stockholder of the
      Company.








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)*.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)*.99.1
            Code
                of Ethics*(filed
                herewith)*.





-20-





ITEM
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





As
      explained more fully in Item 8. Changes in and Disagreements with Accountants
      on
      Accounting and Financial Disclosure above, on July 28, 2005, our board of
      directors approved the dismissal of Hawkins Accounting and approved the
      engagement of Cordovano and Honeck, LLP as our certifying accountant for the
      fiscal year ended January 31, 2006.




Audit
      Fees





Fees
      for
      audit services billed in fiscal years ended January 31, 2006 and 2005 totaling
      $6,000 for fiscal year ended 2006, and $9,000 for the fiscal year ended 2005,
      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





The
      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 were $0 for fiscal year ended 2006 and $575 for fiscal year
      ended 2005 consisting of tax preparation.





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
                  16, 2006
              By:*/s/
                  Henry Fong*Henry
                  FongPresident,
                    Chief Executive OfficerandChief
                    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
                  16, 2006
              */s/
                  Henry Fong*Henry
                  FongDirector





-22-

















INHIBITION
      THERAPEUTICS, INC.


(A
      Development Stage Company)





Financial
      Statements





January
      31, 2006





(with
      Report of Independent Registered Public Accounting Firm Thereon)







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




**Page**Report
                  of Independent Registered Public Accounting Firm
              F-2Balance
                  Sheet at January 31, 2006
              F-3Statement
                  of Operations for the year ended January 31, 2006,the
                  period from May 11, 2004 (Inception) to January 31, 2005,and
                  from May 11, 2004 (Inception) through January 31, 2006
              F-4Statement
                  of Changes in Shareholders' Deficit for the period fromMay
                  11, 2004 (Inception) through January 31, 2006
              F-5Statement
                  of Cash Flows for the year ended January 31, 2006,the
                  period from May 11, 2004 (Inception) to January 31, 2005,and
                  from May 11, 2004 (Inception) through January 31, 2006
              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, 2006, and the related statements of operations, stockholders’
deficit, and cash flows for the year ended January 31, 2006, the period from
      May
      11, 2004 (Inception) through January 31, 2005, and the period from May 11,
      2004
      (Inception) through January 31, 2006. 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, 2006, and the results of its operations and its cash flows for
      the
      year ended January 31, 2006, the period from May 11, 2004 (Inception) through
      January 31, 2005, and the period from May 11, 2004 (Inception) through January
      31, 2006, 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, 2006, 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,
      2006






F-2
 **INHIBITION
              THERAPEUTICS, INC.**
 **(A
              Development Stage Company)**
 **Balance
              Sheet**
 January
              31,
              2006




**Assets**Cash
              
              $
              747Total
                  assets
              
              $
              747**Liabilities
                  and Shareholders’ Deficit**Current
                  liabilities:Accounts
                  and notes payable:Accounts
                  payable, related party (Note 2)
              
              $
              129,875Accounts
                  payable, other
              
              
              58,945Notes
                  payable, related party (Note 2)
              
              
              381,559Notes
                  payable, other (Note 3)
              
              
              30,000Convertible
                  notes payable (Note 3)
              
              
              225,000Accrued
                  interest payable:Notes
                  payable, related party (Note 2)
              
              
              11,813Notes
                  payable, other (Note 3)
              
              
              2,117Convertible
                  notes (Note 3)
              
              
              23,003Total
                  current liabilities
              
              
              732,437Commitments
                  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,13,451,000
                  shares issued and outstanding
              
              
              13,451Additional
                  paid-in capital
              
              
              323,793Deficit
                  accumulated during the development stage
              
              
              (1,198,809
              )Total
                  shareholders' deficit
              
              
              (861,565
              )Total
                  liabilities and shareholders' deficit
              
              $
              (129,128
              )




See
          accompanying notes to financial statements.
 F-3
 **INHIBITION
              THERAPEUTICS, INC.**
 **(A
              Development Stage Company)**
 **Statements
              of Operations**




**May
                  11, 2004**
              
              **May
                  11, 2004****For
                  the Year**
              
              **(Inception)**
              
              **(Inception)****Ended**
              
              **Through**
              
              **Through****January
                  31,**
              
              **January
                  31,**
              
              **January
                  31,****2006**
              
              **2005**
              
              **2006**Operating
                  costs and expenses:Research
                  and development (Note 5)
              
              $
              300,000
              
              $
              150,000
              
              $
              450,000Selling,
                  general and administrative expensesRelated
                  party (Note 2)
              
              
              155,800
              
              
              368,875
              
              
              524,675Other
                  (net of stock based compensation)
              
              
              171,436
              
              
              9,306
              
              
              180,742Stock
                  based compensation (Note 4)
              
              
              —
              
              
              1,000
              
              
              1,000Total
                  operating costs and expenses
              
              
              (627,236
              )
              
              (529,181
              )
              
              (1,156,417
              )Interest
                  income (Note 3)
              
              
              80,183
              
              
              —
              
              
              80,183Interest
                  expense (Notes 2, 3)
              
              
              (117,137
              )
              
              (5,438
              )
              
              (122,575
              )Loss
                  before income taxes
              
              
              (664,190
              )
              
              (534,619
              )
              
              (1,198,809
              )Income
                  tax provision (Note 6)
              
              
              —
              
              
              —
              
              
              —Net
                  loss
              
              $
              (664,190
              )
              $
              (534,619
              )
              $
              (1,198,809
              )Basic
                  and diluted loss per share
              
              $
              (0.05
              )
              $
              (0.21
              )Weighted
                  average common shares outstanding
              
              
              12,133,362
              
              
              2,583,456




See
          accompanying notes to financial statements.
 F-4
 **INHIBITION
              THERAPEUTICS, INC.**
 **(A
              Development Stage Company)**
 **Statement
              of Changes in Shareholders' Equity**




**Deficit****Additional**
              
              **accumulated****Common
                  Stock**
              
              **paid-in**
              
              **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
              )




See
          accompanying notes to financial statements.
 F-5
 **INHIBITION
              THERAPEUTICS, INC.**
 **(A
              Development Stage Company)**
 **Statements
              of Cash Flows**




**May
                  11, 2004**
              
              **May
                  11, 2004****For
                  the Year**
              
              **(Inception)**
              
              **(Inception)****Ended**
              
              **Through**
              
              **Through****January
                  31,**
              
              **January
                  31,**
              
              **January
                  31,****2006**
              
              **2005**
              
              **2006**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (664,190
              )
              $
              (534,619
              )
              $
              (1,198,809
              )Adjustments
                  to reconcile net loss to net cashused
                  by operating activities:Stock
                  based compensation
              
              
              —
              
              
              1,000
              
              
              1,000Changes
                  in operating assets and liabilities:Prepaid
                  expense
              
              
              16,667
              
              
              (16,667
              )
              
              —Accounts
                  payable
              
              
              58,945
              
              
              —
              
              
              58,945Related
                  party payables (Note 2)
              
              
              (91,000
              )
              
              220,875
              
              
              129,875Accrued
                  expenses
              
              
              31,795
              
              
              5,138
              
              
              36,933Net
                  cash used inoperating
                  activities
              
              
              (647,783
              )
              
              (324,273
              )
              
              (972,056
              )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
              
              
              349,659
              
              
              33,500
              
              
              383,159Proceeds
                  from notes payable, other
              
              
              30,000
              
              
              —
              
              
              30,000Proceeds
                  from convertible promissory note
              
              
              —
              
              
              225,000
              
              
              225,000Proceeds
                  from issuance of common stock
              
              
              100,000
              
              
              279,500
              
              
              379,500Net
                  cash provided byfinancing
                  activities
              
              
              479,659
              
              
              538,000
              
              
              1,017,659Net
                  change in cash andcash
                  equivalents
              
              
              (212,980
              )
              
              213,727
              
              
              747Cash
                  and cash equivalents:Beginning
                  of period
              
              
              213,727
              
              
              —
              
              
              —End
                  of period
              
              $
              747
              
              $
              213,727
              
              $
              747Supplemental
                  disclosure of cash flow information:Cash
                  paid during the period for:Income
                  taxes
              
              $
              —
              
              $
              —
              
              $
              —Interest
              
              $
              36,954
              
              $
              5,438
              
              $
              42,392Noncash
                  financing transactions:Notes
                  payable converted to stock
              
              $
              —
              
              $
              700
              
              $
              700Stock
                  issued in exchange for debt issue costs
              
              $
              —
              
              $
              900
              
              $
              900





See
            accompanying notes to financial statements.
 F-6
 **INHIBITION
                THERAPEUTICS, INC.**
 **(A
                Development Stage Company)**
 **Notes
                to Financial Statements**




**(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.




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.







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




***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
      $1,198,809 loss recognized by the Company from May 11, 2004 through January
      31,
      2006, 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, 2006 were $-0-.




***Income
      Taxes***




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




***Stock-based
      Compensation***




The
      Company accounts for compensation expense for its stock-based employee
      compensation plans using the intrinsic value method prescribed in Accounting
      Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”
(“APB 25”), and complies with the disclosure provisions of SFAS No. 123,
“Accounting for Stock-Based Compensation” (“SFAS 123”), and SFAS No. 148,
“Accounting for Stock-Based Compensation-Transition and Disclosure”. Under APB
      25, compensation expense of fixed stock options is based on the difference,
      if
      any, on the date of the grant between the deemed fair value of the Company’s
      stock and the exercise price of the option. Compensation expense is recognized
      on the date of grant or on the straight-line basis over the option-vesting
      period. The Company accounts for stock issued to non-employees in accordance
      with the provisions of SFAS 123 and EITF Issue No. 96-18, “Accounting for Equity
      Instruments That Are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services”. As of January 31, 2006, the
      Company currently has no outstanding stock options or warrants.




***Research
      and Development***




Research
      and development costs are expensed as incurred. During the year ended January
      31, 2006 and from May 11, 2004 (inception) through January 31, 2005, the Company
      incurred $300,000 and $150,000 in research and development costs,
      respectively.







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





**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, 2006, the fair value of the Company’s financial instruments
      approximate their carrying value based on their terms and interest
      rates.




***Loss
      per Common Share***




The
      Company reports loss per share using a dual presentation of basic and diluted
      loss per share. Basic loss per share excludes the impact of common stock
      equivalents. Diluted loss per share utilizes the average market price per share
      when applying the treasury stock method in determining common stock equivalents.
      At January 31, 2006 and 2005, there were no variances between the basic and
      diluted loss per share as there were no potentially dilutive securities
      outstanding.





***Recent
      Accounting Pronouncements***





In
      May 2005, the FASB issued SFAS 154, “Accounting Changes and Error
      Corrections,” which replaces APB Opinion No. 20, “Accounting Changes,” and
      supersedes FASB Statement No. 3, “Reporting Accounting Changes in Interim
      Financial Statements - an amendment of APB Opinion No. 28.” SFAS 154 requires
      retrospective application to prior periods’ financial statements of changes in
      accounting principle, unless it is impracticable to determine either the
      period-specific effects or the cumulative effect of the change. When it is
      impracticable to determine the period-specific effects of an accounting change
      on one or more individual prior periods presented, SFAS 154 requires that the
      new accounting principle be applied to the balances of assets and liabilities
      as
      of the beginning of the earliest period for which retrospective application
      is
      practicable and that a corresponding adjustment be made to the opening balance
      of retained earnings for that period rather than being reported in an income
      statement. When it is impracticable to determine the cumulative effect of
      applying a change in accounting principle to all prior periods, SFAS 154
      requires that the new accounting principle be applied as if it were adopted
      prospectively from the earliest date practicable. SFAS 154 shall be effective
      for accounting changes and corrections of errors made in fiscal years beginning
      after December 15, 2005. The Company does not expect the provisions of SFAS
      154
      will have a significant impact on its results of operations.





In
      December 2004, the FASB issued SFAS 153, “Exchanges of Non-Monetary Assets,” an
      amendment of APB 29. This statement amends APB 29, which is based on the
      principle that exchanges of non-monetary assets should be measured at the fair
      value of the assets exchanged with certain exceptions. SFAS 153 eliminates
      the
      exception for non-monetary exchanges of similar productive assets and replaces
      it with a general exception for exchanges of non-monetary assets that do not
      have commercial substance. A non-monetary exchange has commercial substance
      if
      the future cash flows of the entity are expected to change significantly as
      a
      result of the exchange. This statement is effective for non-monetary asset
      exchanges occurring in fiscal periods beginning on or after June 15, 2005.
      The
      Company does not expect the provisions of SFAS 153 will have a significant
      impact on its results of operations.





In
      December 2004, the FASB issued SFAS No. 123R, “Share Based Payment.” SFAS 123R
      is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation,” and
      supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and
      its related implementation guidance. SFAS 123R establishes standards for the
      accounting for transactions in which an entity exchanges its equity instruments
      for goods or services. It also addresses transactions in which an entity incurs
      liabilities in exchange for goods or services that are based on the fair value
      of the entity’s equity instruments or that may be settled by the





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





issuance
      of those equity instruments. SFAS 123R focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. SFAS 123R does not change the accounting guidance for share-based
      payment transactions with parties other than employees provided in SFAS 123
      as
      originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting
      for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods or Services.” SFAS 123R does not address the
      accounting for employee share ownership plans, which are subject to AICPA
      Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership
      Plans.” SFAS 123R requires a public entity to measure the cost of employee
      services received in exchange for an award of equity instruments based on the
      grant-date fair value of the award (with limited exceptions). That cost will
      be
      recognized over the period during which an employee is required to provide
      service in exchange for the award - the requisite service period (usually the
      vesting period). SFAS 123R requires that the compensation cost relating to
      share-based payment transactions be recognized in financial statements. That
      cost will be measured based on the fair value of the equity or liability
      instruments issued. The scope of SFAS 123R includes a wide range of share-based
      compensation arrangements including share options, restricted share plans,
      performance-based awards, share appreciation rights, and employee share purchase
      plans. Public entities (other than those filing as small business issuers)
      will
      be required to apply SFAS 123R as of the first interim or annual reporting
      period that begins after June 15, 2005. Public entities that file as small
      business issuers will be required to apply SFAS 123R in the first interim or
      annual reporting period that begins after December 15, 2005. The adoption of
      this standard will have a significant effect on the Company’s financial
      statements if management continues to issue equity instruments in exchange
      for
      employee services. In addition, the Company will be required to record the
      fair
      value of compensation costs for services performed after January 1, 2006 to
      meet
      the vesting requirements of equity awards granted prior to the SFAS 123R
      effective date.





In
      November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of
      ARB No. 43, Chapter 4.” This statement is effective for fiscal years beginning
      after June 15, 2005. This standard clarifies that abnormal amounts of idle
      facility expense, freight, handling costs, and wasted material should be
      expensed as incurred and not included in overhead. In addition, this standard
      requires that the allocation of fixed production overhead costs to inventory
      be
      based on the normal capacity of the production facilities. The adoption of
      this
      standard is not expected to have a material effect on the Company’s results of
      operations or financial position.





**(2)**  **Related
      Party Transactions**





At
      January 31, 2006, the Company owed its officers a total of $114,500 for
      management services. The Board of Directors has estimated the value of
      management services at the monthly rates of $8,000 and $2,000 for the president
      and treasurer, respectively. The estimates were determined by comparing the
      level of effort to the cost of similar labor in the local market. During the
      year ended January 31, 2006 and during the period from May 11, 2004 (inception)
      through January 31, 2005, the Company incurred $120,000 and $90,000,
      respectively, in management services.





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. During the year ended
      January 31, 2006, $58,348 was repaid. The Company has notes payable in the
      amount of $113,658 and accrued interest payable in the amount of $4,643 due
      to
      the trust at January 31, 2006. The notes bear interest rate of 8% and are due
      on
      demand.





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








During
      the year ended January 31, 2006, the Company signed promissory notes totaling
      $174,000 payable to a company owned by the president. The promissory notes
      have
      an interest rate of 8% per annum and are due on demand. During the year, the
      Company repaid $24,078. At January 31, 2006, $149,922 in principal and $5,920
      in
      accrued interest remained outstanding.





During
      the year ended January 31, 2006, the Company signed promissory notes totaling
      $148,000 payable to the president. The promissory notes have an interest rate
      of
      8% per annum and are due on demand. During the year, the Company repaid $30,021.
      At January 31, 2006, $117,979 in principal and $1,250 in accrued interest
      remained outstanding.





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.





The
      Company rents office space from an affiliate at the rate of $750 per month,
      based on the amount of space occupied by the Company. Rent expense totaled
      $9,000 and $6,375 for the year ended January 31, 2006 and during the period
      from
      May 11, 2004 (inception) through January 31, 2005, respectively. At January
      31,
      2006, a balance of $15,375 remained unpaid and outstanding.





**(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
      carried 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
      was
      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.





*Notes
      payable*




During
      the year ended January 31, 2006, the Company received proceeds of $30,000,
      in
      exchange for a promissory note. The promissory note bears an interest rate
      of 8%
      per annum and is due on demand. Accrued interest on the note totaled $2,117
      at
      January 31, 2006.







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





**(4)**  **Capital
      Stock**


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.





**(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 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:




*Years
                  ending January 31,*2007
              
              
              300,0002008
              
              
              150,000$
              450,000




The
      Company incurred $300,000 and $150,000 in research and development cost during
      the year ended January 31, 2006 and during the period from May 11, 2004
      (inception) through January 31, 2005, respectively.





**(6)**  **Income
      Taxes**





A
      reconciliation of U.S. statutory federal income tax rate to the effective rate
      follows for the year ended January 31, 2006 and for the period from May 11,
      2004, (inception) through January 31, 2005:





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





For
                    the year ended January 31,
                
                For
                    the period from May 11, 2004 (Inception) through January
                    31,2006
                
                2005U.S.
                    statutory federal rate
                34.00%
                
                34.00%State
                    income tax rate
                3.06%
                
                3.06%Net
                    operating loss for which no taxbenefit
                    is currently available
                -37.06%
                
                -37.06%0.00%
                
                0.00%




At
      January 31, 2006, deferred tax assets consisted of a net tax asset of $441,866,
      due to operating loss carryforwards of $1,198,809, which was fully allowed
      for,
      in the valuation allowance of $441,866. 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, 2006 was $246,121.
      The
      net operating loss carryforward expires through the year 2026.





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





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














F-13