SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
[ X ] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarter ended February 28, 2009
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to ___________
Commission file number: 333-119915
CANCER THERAPEUTICS, INC.
(Name of Small Business Issuer in Its Charter)
| Delaware | 20-1499421 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |
| 10757 South River Front Pkwy, Suite 125 | ||
| South Jordan, Utah | 84095 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| (801) 816-2533 | ||
| Issuer’s Telephone Number, Including Area Code | ||
(Former name or former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ]
Smaller reporting company [ 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. As of April 10, 2009, the Company had outstanding 4,129,477 shares of common stock, par value $0.001per share.
PART I
FINANCIAL INFORMATION
The Financial Statements of the Company are prepared as of February 28, 2009.
| ITEM 1. | FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q |
CONTENTS | |
Balance Sheets | 4 |
Statements of Operations | 5 |
Statements of Cash Flows | 6 |
Notes to the Financial Statements | 7 |
| CANCER THERAPEUTICS, INC. | ||||||||
Balance Sheets | ||||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| February 28, | May 31, | |||||||
| 2009 | 2008 | |||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 21 | $ | 51 | ||||
| Total Current Assets | 21 | 51 | ||||||
| TOTAL ASSETS | $ | 21 | $ | 51 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | 205,127 | $ | 191,638 | ||||
| Due to related parties | 125,533 | 112,445 | ||||||
| Notes payable | 50,000 | 50,000 | ||||||
| Notes payable - related parties | 165,994 | 165,994 | ||||||
| Total Current Liabilities | 546,654 | 520,077 | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Common stock, $0.001 par value; 100,000,000 shares | ||||||||
| authorized, 4,157,688 shares issued, | ||||||||
| 4,129,477 shares outstanding | 4,158 | 4,158 | ||||||
| Treasury stock, 28,211 shares | (14,106 | ) | (14,106 | ) | ||||
| Additional paid-in capital | 2,517,862 | 2,517,862 | ||||||
| Accumulated deficit | (3,054,547 | ) | (3,027,940 | ) | ||||
| Total Stockholders' Deficit | (546,633 | ) | (520,026 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 21 | $ | 51 | ||||
| The accompanying notes are an integral part of these financial statements | ||||||||
| CANCER THERAPEUTICS, INC. | ||||||||||||||||
Statements of Operations | ||||||||||||||||
| (Unaudited) | ||||||||||||||||
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| February 28, | February 29, | February 28, | February 29, | |||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
| NET REVENUES | $ | - | $ | - | $ | - | $ | 75 | ||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative | 358 | 68 | 665 | 3,396 | ||||||||||||
| Professional fees | - | 2,250 | 9,500 | 16,700 | ||||||||||||
| Total Operating Expenses | 358 | 2,318 | 10,165 | 20,096 | ||||||||||||
| LOSS FROM OPERATIONS | (358 | ) | (2,318 | ) | (10,165 | ) | (20,021 | ) | ||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Gain on sale of assets | - | - | - | 14,106 | ||||||||||||
| Interest expense | (5,497 | ) | (5,084 | ) | (16,442 | ) | (14,919 | ) | ||||||||
| Total Other Income (Expenses) | (5,497 | ) | (5,084 | ) | (16,442 | ) | (813 | ) | ||||||||
| LOSS BEFORE INCOME TAXES | (5,855 | ) | (7,402 | ) | (26,607 | ) | (20,834 | ) | ||||||||
| INCOME TAX EXPENSE | - | - | - | - | ||||||||||||
| NET LOSS | $ | (5,855 | ) | $ | (7,402 | ) | $ | (26,607 | ) | $ | (20,834 | ) | ||||
| BASIC NET LOSS PER SHARE | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||
| WEIGHTED AVERAGE NUMBER OF | ||||||||||||||||
| SHARES OUTSTANDING | 4,129,477 | 4,129,477 | 4,129,477 | 4,138,880 | ||||||||||||
| The accompanying notes are an integral part of these financial statements | ||||||||||||||||
| CANCER THERAPEUTICS, INC. | ||||||||
Statements of Cash Flows | ||||||||
| (Unaudited) | ||||||||
| For the Nine Months Ended | ||||||||
| February 28, | February 29, | |||||||
| 2009 | 2008 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (26,607 | ) | $ | (20,834 | ) | ||
| Adjustments to reconcile net loss to net | ||||||||
| cash used by operating activities: | ||||||||
| Gain on sale of assets | - | (14,106 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued expenses | 13,489 | 13,038 | ||||||
| Due to related parties | 13,088 | 15,019 | ||||||
| Net Cash Used by Operating Activities | (30 | ) | (6,883 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | - | - | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from notes payable - related parties | - | 6,550 | ||||||
| Net Cash Provided by Financing Activities | $ | - | $ | 6,550 | ||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | $ | (30 | ) | $ | (333 | ) | ||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 51 | 1,013 | ||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 21 | $ | 680 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash Payments For: | ||||||||
| Interest | $ | - | $ | 574 | ||||
| Income taxes | $ | - | $ | - | ||||
| The accompanying notes are an integral part of these financial statements | ||||||||
CANCER THERAPEUTICS, INC.
Notes to the Financial Statements
February 28, 2009
| NOTE 1 | BASIS OF FINANCIAL STATEMENT PRESENTATION |
| The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10KSB filed on September 15, 2008. Operating results for the nine months ended February 28, 2009 are not necessarily indicative of the results to be expected for the year ending May 31, 2009. |
NOTE 2 GOING CONCERN CONSIDERATIONS
The accompanying financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reported in its Annual Report on Form 10-KSB for the fiscal year ended May 31, 2008, the Company’s stockholders’ deficit was $520,025 and had a working capital deficit, continued losses, and negative cash flows from operations. These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address and alleviate these concerns are as follows:
The Company’s management continues to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient funds, therefore, as to be able to operate over the next twelve months. The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services. No assurance can be given that funds will be available, or, if available, that it will be on terms deemed satisfactory to management.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.
NOTE 3 DISPOSITION OF OPERATING ASSETS
Effective July 31, 2007, the Company sold all of its operating assets to a shareholder in exchange for the return of 28,211 shares of common stock which are now held in Treasury. This transaction resulted in a gain on the sale of assets in the amount of $14,106 as shown on the statement of operations for the nine months ended February 29, 2008.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
| You should read the following discussion of the company's financial condition and results of operations in conjunction with the audited financial statements and related notes included in the filing of the company’s latest annual 10-KSB. This discussion may contain forward-looking statements, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words "expects," "anticipates," "intends," "believes," or similar language. Actual results could differ materially from those projected in the forward looking statements. You should carefully consider the information under the caption "Risk Factors" in this filing, in addition to the other information set forth in this report. We caution you that Cancer Therapeutics’ business and financial performance is subject to substantial risks and uncertainties. |
Overview
On July 31, 2007, the Company sold all operating assets to a shareholder of the Company. This transaction resulted in the Company becoming a shell (as defined in Rule 12b-2 of the Exchange Act).
Results of Operations
Following is our discussion of the relevant items affecting results of operations for the periods ended February 28, 2009 and 2008. The operations of the Company are continually decreasing as it has entered into shell status.
Revenues. Cancer Therapeutics generated zero and $75, respectively, in net revenues during the nine months ended February 28, 2009 and 2008. As the Company has entered into shell status, revenues are expected to be at or near zero for the foreseeable future.
Potential Liability for a Violation of the Securities Act of 1933. Some of our shareholders received their shares as a result of the liquidation of Immune Complex Corporation. The shares received were not registered under the Securities Act and did not qualify for an exemption there from. 447,688 shares were received by 132 shareholders as a result of the liquidation of Immune Complex Corporation. Consequently, we may be liable to each of our shareholders who received shares of Cancer Therapeutics in connection with this liquidation. We may be required to rescind the transaction in which the shares of Cancer Therapeutics were distributed to our shareholders, and may also be required to compensate these shareholders. Our management has estimated the potential liability of Cancer Therapeutics in this respect at $.03 to $.05 per share at the time of distribution which equates to a potential liability of $13,431 to $22,384. This was the estimated value of Cancer Therapeutics at the time of distribution as determined by our board of directors. The shareholders who received shares did not pay any consideration for their shares. We have noted this estimated potential liability in the notes to our financial statements.
General and Administrative Expenses. Our general and administrative expenses have been comprised of administrative wages and benefits; contract labor; occupancy and office expenses; travel and other miscellaneous office and administrative expenses. General and administrative expenses for the nine months ended February 28, 2009 was $665, compared to $3,396 during the nine months ended February 29, 2008. As the Company has entered into shell status, all expenses are expected to continue to decrease and approach zero for the foreseeable future.
Professional Fees. Our professional fees include outside legal, accounting and other professional fees. Professional fees for the nine months ended February 28, 2009 were $9,500, compared to $16,700 during the nine months ended February 29, 2008. Although the Company is in shell status, accounting and auditing services are continually provided to the company in conjunction with the audits and preparation of the financial statements.
Gain on Sale of Assets. During the nine months ended February 29, 2008, the Company sold certain assets in exchange for stock held by a shareholder. This resulted in a gain on the sale of assets in
the amount of $14,106 which is the corresponding amount held in Treasury stock.
Other Expenses. Expenses incurred in this category were comprised of interest expense associated with promissory notes issued by the Company and interest due to the IRS on unpaid payroll taxes. Interest expense for the nine months ended February 28, 2009, was $16,442 compared to $14,919 during the nine months ended February 29, 2008. No major change is expected in interest expense until the Company is able to pay down the promissory notes.
Off-Balance Sheet Arrangements.
Cancer Therapeutics is not subject to any off-balance sheet arrangements.
Personnel
Cancer Therapeutics has -0- full-time employees. However, the CEO and other project-based contract personnel are utilized to carry out our business. These project-based contract personnel are temporary engagements used to assist us.
Liquidity and Capital Resources
Since inception, we have financed our operations from a combination of loans, issuance of promissory notes, and from business revenues. As of February 28, 2009, our primary source of liquidity consisted of $21 in cash and cash equivalents. Cancer Therapeutics has sustained significant net losses which have resulted in an accumulated deficit at February 28, 2009 of $3,054,547. Our losses raise doubts about our ability to continue the business of Cancer Therapeutics as a going concern. Our current financial condition is dire. We have defaulted on several loans, and are currently in settlement with the Internal Revenue Service for unpaid taxes. Consequently, we anticipate that we will require additional cash inflows from increased revenues or sales of debt or equity capital to maintain operations and/or finance substantial business initiatives that may arise. With the expected cash requirements for the coming months, without additional cash inflows from an increase in revenues and from the sale of shares pursuant to this offering, we have substantial doubt as to our ability to continue to operate. We believe our present capital resources are insufficient for ongoing operation. We cannot assure you that we will be able to raise sufficient funds to further develop and market our services. Our lack of funds will materially affect Cancer Therapeutics, and may cause us to cease operations. Consequently, you could incur a loss of your entire investment in Cancer Therapeutics.
FORWARD LOOKING STATEMENTS AND RISK FACTORS
Forward Looking Statements
When used in this report, the words, “believes,” “plans,” “expects,” and similar expressions are intended by us to identify forward-looking statements within the meaning of and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to certain risks and uncertainties, including those discussed below, that could cause actual results to differ materially from those we have projected. These forward-looking statements speak only as of the date hereof. All of these forward-looking statements are based on our estimates and assumptions, which although we believe them to be reasonable, are inherently uncertain and difficult to predict. We cannot assure you that the benefits anticipated in these forward-looking statements will be achieved.
We undertake no obligation to update any forward-looking statements, but you are advised to consult any further disclosures by Cancer Therapeutics on this subject in its subsequent filings pursuant to the Securities Exchange Act of 1934. Furthermore, we are providing these cautionary statements identifying risk factors, listed below, that could cause our actual results to differ materially from expected and historical results. It is not possible for our management to foresee or identify all such factors. Consequently, this list should not be considered an exhaustive statement of all potential risks, uncertainties and inaccurate assumptions.
RISK FACTORS
Operating Risks
We May be Subject to Liability for a Violation of the Securities Act of 1933. Some of our shareholders received their shares as a result of the liquidation of Immune Complex Corporation on June 8, 2000. The shares received were not registered under the Securities Act and did not qualify for an exemption there from. Consequently, we may be liable to each of our shareholders who received shares of Cancer Therapeutics in connection with this liquidation. We may be required to rescind the transaction in which the shares of Cancer Therapeutics were distributed to our shareholders, and may also be required to compensate these shareholders. Our management has estimated the potential liability of Cancer Thereapeutics in this respect at $.03 to $.05 per share at the time of distribution which equates to a potential liability of $13,431 to $22,384. We have noted this estimated potential liability in the notes to our financial statements.
We have Defaulted Loan Obligations. We received loans to continue operations as detailed in our financial statements. These loans are in default or may be in default upon demand by the creditors. As a result of our default position, these creditors may obtain judgment or other lawful remedies to collect on the debts now or in the future. We will still need to raise additional capital or increase our business profits to satisfy these creditors. We cannot assure you that we will be successful in repaying any or all of these creditors. As of February 28, 2009, the total amount due on these loans was $332,902 which consists of $215,994 of principal and $116,908 of interest.
We Have Consistently Operated at a Loss. Cancer Therapeutics was organized in 1991 and has consistently operated at a loss, and we cannot assure you that we will be able to operate Cancer Therapeutics profitably. In the event we are unsuccessful at operating our business profitably, we cannot assure you that Cancer Therapeutics could successfully become involved in any other business venture. We presently have no plans, commitment, or arrangements with respect to any other potential business venture.
We have no Operating Capital, and We Must Raise Additional Capital to Remain in Business. We presently have no operating capital and are dependent upon future fundraising efforts to provide the minimum capital necessary to continue our business. Such fundraising efforts may include the sale of additional shares of Cancer Therapeutics such as is contemplated in this offering or will involve commercial borrowing. Although we believe that our status as a publicly-traded company will enhance our ability to raise additional capital, our financial condition is dire and we are currently operating with no or very little working capital, and several loan obligations. We cannot assure you that such our shares will ever be publicly traded and capital will be available to meet the costs of our operations, or that it will be available on acceptable terms. Even if we raise the maximum amount of fundraising, we will still need to raise additional capital to operate our company. Presently, our current offering is our sole source of potential funding and we have no commitments or arrangements from commercial lenders or other sources.
Investment Risks
Speculative Investment. The shares of the Company’s common stock are a speculative investment. To date, the Company has generated substantial losses and has yet to achieve a profit. If the Company fails to generate profits, it is unlikely that the Company will be able to meet its financial
obligations and investors could lose their entire investments.
Securities Class Action Claims Based Upon Price Fluctuation. Securities class action claims have been brought against issuing companies in the past after volatility in the market price of a company’s securities. With respect to the Company, such litigation could be very costly and divert the attention of the Company’s management and resources, and any adverse determination in such litigation could also subject the Company to significant liabilities, any or all of which could have a material adverse
effect on the Company’s business, results of operations, and financial condition.
No Active Market. Although the Company’s shares are traded on the NASD Electronic Bulletin Board, the Company believes that the public trading price may be an inaccurate representation of the value of the Company because there is little or no trading volume in the Company’s shares and no analysts or NASD market makers actively follow the Company.
No Dividends. The Company does not anticipate paying dividends on its Common Stock in the foreseeable future, and may be restricted from paying dividends in the future pursuant to subsequent financing arrangements.
You Could be Diluted from the Issuance of Additional Common and Preferred Stock. Cancer Therapeutics is authorized to issue up to 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. To the extent of such authorization, our board of directors will have the ability, without seeking shareholder approval, to issue additional shares of common stock in the future for such consideration as the board may consider sufficient. The issuance of additional common stock in the future may reduce your proportionate ownership and voting power.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company we are not required to provide this information.
ITEM 4. CONTROLS AND PROCEDURES
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions regarding required disclosure.
As of February 28, 2009, the end of our third quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Controller, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. Our board of directors has only one member. We do not have a formal audit committee.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of February 28, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of February 28, 2009, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles.
This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended February 28, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II
OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
None.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this item.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Not Applicable.
| ITEM 5. | OTHER INFORMATION |
Not applicable.
| ITEM 6. | EXHIBITS |
| The following documents are filed as exhibits to this Form 10-Q: |
INDEX TO EXHIBITS
Exhibit Number | Title of Document | |
| 3.1 | Certificate of Incorporation of Cancer Therapeutics, Inc., a Delaware corporation. (1) | |
| 3.2 | Bylaws of Cancer Therapeutics, Inc., a Delaware corporation. (2) | |
| 4.1 | Form of Common Stock Certificate. (3) | |
| 5.1 | Opinion of Kenneth I. Denos, P.C., Attorney at Law (including consent). (4) | |
| 10.1 | Warrant Issued to Healthcare Enterprise Group, Inc. (5) | |
| 10.2 | Engagement Agreement between the Registrant and John Thomas, Esq. (6) | |
| 10.3 | Accounting Services Agreement between the Registrant and Chene C. Gardner (7) | |
| 10.4 | Engagement Agreement between the Registrant and Kenneth I. Denos, P.C. (8) | |
| 10.5 | Advisory Agreement between the Registrant and Industrial Management & Equity Limited (9) | |
| 10.6 | Form of Subscription Agreement between Cancer Therapeutics and Investors (10) | |
| 10.7 | Escrow Agreement (11) | |
| 10.8 | Summary of Oral Agreement between the Registrant and Robert K. Oldham (12) | |
| 10.9 | Summary of Oral Agreement between the Registrant and Walter Lewko (13) | |
| 10.10 | Appointment Letter for Mike K. Low (14) | |
| 10.11 | Specimen Contract with John D. Archibold Memorial Hospital, Inc. (15) | |
| 23.1 | Consent of Bouwhuis, Morrill and Company, LLC. (16) | |
| 23.2 | Consent of Kenneth I. Denos, P.C. (Filed as part of Exhibit 5.1). (17) | |
| 99.1 | Senate Bill 341 (18) |
| (1) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (2) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (3) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (4) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (5) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (6) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (7) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (8) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (9) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (10) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (11) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (12) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (13) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (14) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (15) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (16) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (17) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
| (18) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CANCER THERAPEUTICS, INC. | |
Date: April 14, 2009 | BY: /S/ Chene Gardner |
| Chene Gardner | |
| Chief Executive Officer |
16