Somanta Pharmaceuticals (SMPM) 10QSB/A 2006 Q3 Quarterly report (small business) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-QSB/A

(Amendment No. 1)

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2006

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 No. 000-20297

SOMANTA PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	20-3559330
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

19200 Von Karman Avenue, Suite 400, Irvine, CA 92612

(Address of Principal Executive Offices, including Zip Code)

(949) 477-8090

(Registrant’s telephone number, including area code)

(Registrant’s former name)

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes:  x    No:  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Common Stock, $0.001 par value per share, 100,000,000 shares authorized, 14,274,534 issued and outstanding as of January 31, 2006. Preferred Stock, 20,000,000 shares authorized, $0.001 par value per share, 2,000 of which have been designated Series A Convertible Preferred Stock, 592.6318 issued and outstanding as of January 31, 2006.

Transitional Small Business Disclosure Format:    Yes:  ¨    No:  x

Explanatory Note

This Amendment No. 1 on Form 10-QSB/A for the quarterly period ended January 31, 2006 (the “10-QSB/A”) is being filed by the registrant in order to refile the financial statements, originally filed in the registrant’s 10-QSB for the quarterly period ended January 31, 2006 (the “Original 10-QSB”). The registrant is filing this 10-QSB/A in connection with its response to comments received from the Securities and Exchange Commission to correct an error related to the classification of the liquidated damages attributable to the Series A Convertible Preferred Stock.

On March 22, 2006, the registrant filed the Original 10-QSB. Information contained in Note 9 of the Condensed Consolidated Financial Statements in the 10-QSB/A illustrates the effects of the restatement on these Condensed Consolidated Financial Statements.

While this 10-QSB/A does not update any other information contained in the Original 10-QSB, for the convenience of the reader, this 10-QSB/A amends and restates in its entirety the Original 10-QSB. This 10-QSB/A continues to speak as of the date of the Original 10-QSB and the Company has not updated the disclosure contained herein to reflect any events that have occurred after that date.

2

SOMANTA PHARMACEUTICALS, INC.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets as of January 31, 2006 (unaudited) and April 30, 2005 (audited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended January 31, 2006 and 2005 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2006 and 2005 (unaudited)	7
	Condensed Consolidated Statement of Stockholders’ Deficit for the period from inception to January 31, 2006 (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
ITEM 2.	Management’s Discussion and Analysis of Financial Condition And Results of Operations	24
ITEM 3.	Controls and Procedures	32
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	33
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
ITEM 3.	Defaults upon Senior Securities	33
ITEM 4.	Submission of Matters to a Vote of Security Holders	33
ITEM 5.	Other Information	33
ITEM 6.	Exhibits	34
Signatures		35
Certifications

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS

The Condensed Consolidated unaudited financial statements of registrant for the three and nine months ended January 31, 2006, follow.

4

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Condensed Consolidated Balance Sheets

	(Unaudited) January 31, 2006			(Audited) April 30, 2005
Assets
Current assets:
Cash	$	7,201		$	102,885
VAT Receivable		1,709			63,580
Prepaid expenses		27,267			8,909
Financing receivable—proceeds from escrow		4,640,000			—
Total current assets		4,676,177			175,374
Office equipment, net of accumulated depreciation of $413 and $36 for the period ended January 31, 2006 and April 30, 2005, respectively		8,550			3,505
Other assets:
Restricted Funds		1,247			—
Deposits		2,700			—
Total other assets		3,947			—
Total assets	$	4,688,674		$	178,879
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	636,513			66,932
Accrued expenses		297,348			53,095
Accrued research and development expenses		261,635			122,205
Due to officer and related party		706,975			49,893
Loan payable—related party		81,000			86,049
Deferred Revenue		8,929			—
Warrant liabilities		2,993,269			—
Total current liabilities		4,985,669			378,174
Stockholders’ deficit:
Preferred stock—$0.001 par value, 20,000,000 shares authorized
Series A Convertible Preferred Stock ($.001 par value, 2,000 shares designated, 592.6318 issued and outstanding as of January 31, 2006)		1			—
Common stock, $.001 par value, 100,000,000 shares authorized, 14,274,534 shares issued and outstanding as of January 31, 2006, 5,816,515 shares issued and outstanding as of April 30, 2005		14,275			5,817
Additional paid-in capital (restated)		6,648,464			1,592,016
Shares to be issued		—			5,465
Deferred equity-based expense		—			(562	)
Accumulated other comprehensive loss-foreign currency translation adjustment		—			(25,931	)
Deficit accumulated during development stage		(6,959,735	)		(1,776,100	)
Total stockholders’ deficit (restated)		(296,995	)		(199,296	)
Total liabilities and stockholders’ deficit	$	4,688,674		$	178,879

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

5

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Condensed Consolidated Statements of Operations and Comprehensive Loss

Three Months and Nine Months Ended January 31, 2006 and 2005 and for the Period

from Inception of Operations

(April 19, 2001) to January 31, 2006

(Unaudited)

	Three Months Ended January 31,						Nine Months Ended January 31,						From Inception of Operations (April 19, 2001) to January 31,
	2006			2005			2006			2005			2006
Revenue	$	357		$	—		$	1,071		$	—		$	1,071
Operating expenses:
General and administrative		(807,615	)		(200,172	)		(2,220,102	)		(483,057	)		(3,445,176	)
Research and development		(172,406	)		(51,785	)		(401,870	)		(173,654	)		(952,896	)
Loss from operation		(979,664	)		(251,957	)		(2,620,901	)		(656,711	)		(4,397,001	)
Other income (expense):
Interest expense		(1,001,354	)		—			(1,016,021	)		—			(1,016,021	)
Gain on settlement of debt		—			—			5,049			—			5,049
Currency translation loss		(98	)		—			(29,196	)		—			(29,196	)
Loss before income taxes		(1,981,116	)		(251,957	)		(3,661,069	)		(656,711	)		(5,437,169	)
Income taxes		—			—			(250	)		—			(250	)
Net loss	$	(1,981,116	)		(251,957	)	$	(3,661,319	)	$	(656,711	)	$	(5,437,419	)
Deemed dividends on convertible preferred stock		(1,522,317	)		—			(1,522,317	)		—			(1,522,317	)
Comprehensive loss-foreign currency translation adjustment		—			(6,207	)		—			(6,207	)		—
Net loss applicable to common shareholders	$	(3,503,433	)	$	(258,164	)	$	(5,183,635	)	$	(662,918	)	$	(6,959,736	)
Net loss per share-basic and diluted	$	(0.25	)	$	(0.04	)	$	(0.36	)	$	(0.12	)	$	(0.54	)
Weighted average number of shares outstanding—basic and diluted		14,274,534			5,644,454			14,274,252			5,512,555			12,977,719

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

6

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

Nine Months Ended January 31, 2006 and 2005 and for the Period from Inception of Operations

(April 19, 2001) to January 31, 2006

(Unaudited)

	Nine Months Ended January 31,						From Inception of Operations (April 19, 2001) to January 31, 2006
	2006			2005
Cash flows provided by (used for) operating activities:
Net loss	$	(3,661,319	)	$	(656,711	)	$	(5,437,419	)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Depreciation		775			—			811
Amortization of stock based expense		562			20,204		��	39,520
Write off foreign currency translation adjustment		25,931			—			25,931
Shares issued for services and compensation		—			26,955			219,262
Shares to be issued for services		—			5,465			—
Gain on settlement of debts		(5,049	)		—			(5,049	)
Options expense		233,310			154,863			490,825
Interest expense related to beneficial conversion feature on convertible note		364,721			—			364,721
Interest expense related to warrants issued on convertible note		514,981			—			514,981
Changes in assets and liabilities:
(Increase) decrease in assets -
VAT receivable		61,871			(32,230	)		1,735
Restricted Funds		(1,247	)		—			(1,247	)
Prepaid expenses		(21,058	)		(5,795	)		(29,696	)
Increase (decrease) in liabilities:
Accounts payable		566,430			74,426			627,845
Accrued liabilities		349,638			(38,592	)		513,211
Deferred Revenue		8,929			—			8,929
Due to officer and related party		201,607			—			249,976
Net cash used for operating activities		(1,359,918	)		(451,415	)		(2,415,665	)
Cash flows used for investing activities:
Purchase of equipment		(5,820	)		—			(9,253	)
Cash received from reverse acquisition		219			—			219
Net cash used for investing activities		(5,601	)		—			(9,034	)
Cash flows provided by financing activities:
Loan payable—related party		—			—			79,402
Loan payment-related party		—			—			(7,367	)
Proceeds from convertible note-related party		1,250,000			—			1,250,000
Proceeds from issuance of stock		19,834			416,532			928,125
Cash received for subscription receivable		—			81,465			175,801
Net cash provided by financing activities		1,269,834			497,997			2,425,961
Effect of exchange rate changes on cash		—			8,056			5,938
Increase (decrease) in cash		(95,684	)		54,638			7,201
Cash, beginning of period		102,885			150,818			—
Cash,end of period	$	7,201		$	205,455		$	7,201
Supplemental disclosure of cash flow information:
Interest paid	$	—		$	—		$	—
Income tax paid	$	—		$	—		$	—
Supplemental disclosure of non-cash operating and financing activities:
Loan reduction with shares	$	—		$	—		$	2,909
Receivable from issuance of convertible preferred stock	$	4,640,000		$	—		$	4,640,000
Issuance of warrants in conjunction with convertible preferred stock	$	2,478,288		$	—		$	2,478,288
Deemed dividends related to convertible preferred stock	$	1,522,317		$	—		$	1,522,317
Conversion of note and accrued interest	$	1,286,318		$	—		$	1,286,318
Accrued issuance costs related to convertible preferred stock	$	411,605		$	—		$	411,605

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

7

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Condensed Consolidated Statement of Stockholders’ Deficit

For the Period from Inception of Operations (April 19, 2001) to January 31, 2006 (Unaudited)

	Preferred Stock		Common Stock			Additional Paid- in Capital			Shares to be Issued
	Shares	Amount	Shares	Amount
Balance at April 19, 2001 (Inception)
Shares issued for cash at $.0326			4,299,860	$	4,300	$	135,680			—
Shares issued for services at $.0139			514,674		515		11,801
Amortization of deferred expense
Comprehensive loss—foreign currency translation adjustment
Net loss for the period from inception to April 30, 2002
Balance at April 30, 2002			4,814,533		4,815		147,481			—
Shares issued for cash at $1.0677			14,601		15		15,575
Shares issued for services at $.0214			219,010		219		4,472
Amortization of deferred expense
Receipt of cash for subscription receivable
Comprehensive loss—foreign currency translation adjustment
Net loss for the year ended April 30, 2003
Balance at April 30, 2003			5,048,144		5,048		167,529			—
Shares issued for cash at $1.2479			350,164		350		436,637
Shares issued for services at $1.2587			22,233		22		27,962
Amortization of deferred expense
Exchange for loan payment and compensation							181,371
Comprehensive loss—foreign currency translation adjustment
Net loss for the year ended April 30, 2004
Balance at April 30, 2004			5,420,541		5,421		813,499			—
Shares issued for cash at $1.3218			374,074		374		494,069
Shares issued for services at $1.2308			21,901		22		26,933
3,650 shares to be issued for service at $1.4973										5,465
Amortization of deferred expense
Receipt of cash for subscription receivable
Options issued for services							257,515
Comprehensive loss—foreign currency translation adjustment
Net loss for the year ended April 30, 2005
Balance at April 30, 2005			5,816,515		5,817		1,592,016			5,465
Write off foreign currency translation adjustment (Unaudited)
Shares issued for cash at $1.5656 (Unaudited)			12,669		13		19,821
Shares issued for prior service (Unaudited)			3,650		4		5,462			(5,465	)
Amortization of deferred expense (Unaudited)
Options issued for services (Unaudited)							233,310
Recapitalization with Bridge Oncology (unaudited)			7,865,000		7,865		(92,335	)
Beneficial conversion feature associated with convertible debt financing (unaudited)							364,721
Convertible Series A Preferred shares issued for cash at $10,000 (net of issuance costs of $437,169) (unaudited)	464.0000	0.4640					4,202,831
Convertible Series A Shares issued on conversion of notes payable (unaudited)	128.6318	0.1286					1,286,318
Deemed dividend on account of beneficial conversion feature associated with issuance of Convertible Series A Preferred Shares (unaudited)							1,522,317
Issuance costs on warrants issued to placement agent in connection with the Convertible Series A Preferred stock (unaudited)							(429,757	)
Discount on warrant issued with Convertible Series A Preferred stock (unaudited)							(2,048,531	)
Recapitalization with Hibshman Optical Corp. (unaudited)			576,700		577		(7,708	)
Net loss for the period ended January 30, 2006 (unaudited)
Balance at January 31, 2006 (Unaudited)	592.6318	0.5926	14,274,534	$	14,275	$	6,648,464		$	—

8

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Condensed Consolidated Statement of Stockholders’ Deficit

For the Period from Inception of Operations (April 19, 2001) to January 31, 2006 (Unaudited)

	Subscription Receivable			Deferred Equity- Based Expense			Accumulated Other Comprehensive Loss- Foreign Currency Translation Adjustment			Deficit Accumulated During Development Stage			Total Stockholders’ Equity/(Deficit)
Balance at April 19, 2001 (Inception)
Shares issued for cash at $.0326	$	(97,245	)	$	—		$	—		$	—		$	42,735
Shares issued for services at $.0139					(11,177	)								1,139
Amortization of deferred expense					521									521
Comprehensive loss—foreign currency translation adjustment								29,905						29,905
Net loss for the period from inception to April 30, 2002											(95,901	)		(95,901	)
Balance at April 30, 2002		(97,245	)		(10,656	)		29,905			(95,901	)		(21,602	)
Shares issued for cash at $1.0677														15,590
Shares issued for services at $.0214					(3,127	)								1,564
Amortization of deferred expense					3,808									3,808
Receipt of cash for subscription receivable		91,517												91,517
Comprehensive loss—foreign currency translation adjustment								1,534						1,534
Net loss for the year ended April 30, 2003											(111,456	)		(111,456	)
Balance at April 30, 2003		(5,728	)		(9,975	)		31,439			(207,357	)		(19,045	)
Shares issued for cash at $1.2479		(81,464	)											355,523
Shares issued for services at $1.2587					(25,216	)								2,769
Amortization of deferred expense					7,691									7,691
Exchange for loan payment and compensation		2,909												184,280
Comprehensive loss—foreign currency translation adjustment								(51,651	)					(51,651	)
Net loss for the year ended April 30, 2004											(439,453	)		(439,453	)
Balance at April 30, 2004		(84,283	)		(27,500	)		(20,212	)		(646,810	)		40,113
Shares issued for cash at $1.3218														494,443
Shares issued for services at $1.2308														26,955
3,650 shares to be issued for service at $1.4973														5,465
Amortization of deferred expense					26,939									26,939
Receipt of cash for subscription receivable		84,283												84,283
Options issued for services														257,515
Comprehensive loss—foreign currency translation adjustment								(5,719	)					(5,719	)
Net loss for the year ended April 30, 2005											(1,129,290	)		(1,129,290	)
Balance at April 30, 2005					(562	)		(25,931	)		(1,776,100	)		(199,295	)
Write off foreign currency translation adjustment (Unaudited)								25,931						25,931
Shares issued for cash at $1.5656 (Unaudited)														19,834
Shares issued for prior service (Unaudited)
Amortization of deferred expense (Unaudited)					562									562
Options issued for services (Unaudited)														233,310
Reverse acquisition between Bridge Oncology & Somanta Limited (unaudited)														(84,470	)
Beneficial conversion feature associated with convertible debt financing (unaudited)														364,721
Convertible Series A Preferred shares issued for cash at $10,000 (net of issuance costs of $437,169) (unaudited)														4,202,831
Convertible Series A Shares issued on conversion of notes payable (unaudited)														1,286,318
Deemed dividend on account of beneficial conversion feature associated with issuance of Convertible Series A Preferred Shares (unaudited)														1,522,317
Issuance costs on warrants issued to placement agent in connection with the Convertible Series A Preferred stock (unaudited)														(429,757	)
Discount on warrant issued with Convertible Series A Preferred stock (unaudited)														(2,048,531	)
Reverse acquisition between Hibshman & Somanta Limited (unaudited)														(7,131	)
Net loss for the period ended January 30, 2006 (unaudited)											(5,183,635	)		(5,183,635	)
Balance at January 31, 2006 (Unaudited)	$	—		$	—		$	—		$	(6,959,735	)	$	(296,995	)

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

9

SOMANTA PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION, BASIS OF PRESENTATION, AND NATURE OF OPERATIONS

Organization

Somanta Pharmaceuticals, Inc. is a Delaware corporation that was formed for the purpose of effecting the reincorporation of Hibshman Optical Corp., a New Jersey corporation, into the State of Delaware and for the purpose of consummating a business combination via a reverse merger of Somanta Incorporated and Hibshman Optical Corp. Pursuant to this reverse merger, Somanta Incorporated became the wholly-owned subsidiary of Somanta Pharmaceuticals, Inc. and the sole operating subsidiary of Somanta Pharmaceuticals, Inc. For financial reporting purposes, this transaction has been reflected in the accompanying financial statements as a recapitalization of Somanta Incorporated and the financial statements of Somanta Pharmaceuticals, Inc. reflect the historical financial information of Somanta Incorporated. References herein to the “Company” or “Somanta” are intended to refer to each of Somanta Pharmaceuticals, Inc. and its wholly owned subsidiary Somanta Incorporated, as well as Somanta Incorporated’s wholly-owned subsidiary Somanta Limited.

Hibshman was originally incorporated in the State of New Jersey in 1991 under the name PRS Sub I, Inc. The name subsequently changed to Service Lube, Inc., then to Fianza Commercial Corp. and then to Hibshman Optical Corp. The business plan since that time had been to seek to enter into a business combination with an entity that had ongoing operations through a reverse merger or other similar type of transaction.

Somanta Incorporated was incorporated as Somantis Limited under the laws of England and Wales on April 19, 2001. Somantis Limited changed its name to Somanta Limited on March 14, 2005, and performed business as a United Kingdom entity through the fiscal year ending April 30, 2005. On August 22, 2005, Somanta Limited became a wholly owned subsidiary of Bridge Oncology Products, Inc. (“BOPI”), a privately held Delaware corporation, pursuant to a share exchange with BOPI (see Note 11); however, Somanta Limited was deemed the accounting acquirer in this share exchange transaction. On August 24, 2005, the name of BOPI was changed to Somanta Incorporated.

Somanta Pharmaceuticals, Inc. is a development stage biopharmaceutical company engaged in the development of products for the treatment of cancer. The Company has in-licensed five product development candidates from academic and research institutions in the United States and Europe designed for use in anti-cancer therapy in order to advance them along the regulatory and clinical pathways toward commercial approval. The Company intends to obtain approval from the United States Food and Drug Administration (“FDA”) and from the European Medicines Evaluation Agency (“EMEA”) for the products.

Somanta is a development stage enterprise since the Company has not generated revenue from the sale of its products, and its efforts have been principally devoted to identification, licensing and clinical development of its products as well as raising capital through January 31, 2006. Accordingly, the financial statements have been prepared in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises.”

In connection with the merger with Somanta Incorporated, Somanta Pharmaceuticals, Inc., has changed its fiscal year end from December 31 to April 30 which is the fiscal year end of Somanta Incorporated.

10

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

Basis of Presentation

The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the years ended April 30, 2005, and 2004.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months and the nine months ended January 31, 2006 are not necessarily indicative of the results that may be expected for the full fiscal year ending April 30, 2006.

The Company reported a net loss of $3,661,319 and net loss applicable to common shareholders of $5,183,635 for the nine month period ended January 31, 2006. The net loss from date of inception, April 19, 2001 to January 31, 2006, totaled $5,437,419 (net loss applicable to common shareholders of $6,959,736). The Company’s operating activities have used cash since its inception. These losses raise substantial doubt about the Company’s ability to continue as a going concern.

Continued operations will depend on whether the Company is able to raise additional funds through various potential sources, such as equity and debt financing. Such additional funds may not become available on acceptable terms, and there can be no assurance that any additional funding that the Company obtains will be sufficient to meet its needs in the long term. Through January 31, 2006, a significant portion of the Company’s financing has been through private sales of capital stock. The Company will continue to fund operations from cash on hand and through the sources of capital previously described. The Company can give no assurance that any additional capital that it is able to obtain will be sufficient to meet future needs.

The Company does not expect to have sufficient cash to fund operations through the first quarter of the fiscal year beginning May 1, 2006, given the current and desired pace of clinical development of its product candidates. If cash reserves are not sufficient to sustain operations during that period, management plans to raise additional capital by selling shares of capital stock or other securities. There can be no assurance that such capital will be available on favorable terms or at all. The Company will need additional financing thereafter until it can achieve profitability, if ever.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Reclassifications

For comparative purposes, prior periods’ consolidated financial statements have been reclassified to conform with report classifications of the current period.

11

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

Accounting for stock-based compensation

The Company adopted the fair value recognition provisions of Financial Accounting Standards Board (“FASB”) Statement No. 123, “Accounting for Stock-Based Compensation”, prospectively for all employee options granted, modified, or settled after May 1, 2003. In accordance with FASB Statement No. 123, the Company has expensed the fair value of the vested options during its fiscal year beginning May 1, 2005. The fair value was estimated using the Black-Scholes valuation method, assuming a dividend yield of zero, a volatility factor which ranged from zero to 101.80%, risk-free interest rates prevailing at the option grant dates which ranged from 4.12% to 4.74%, and expected option lives ranging from 3.9 to 7.0 years. The amounts recorded as expense in nine month period ended January 31, 2006 and 2005, were $233,310 and $154,864, respectively. The amounts recorded as expense for three months ended January 31, 2006 and 2005 were $64,817 and $97,075, respectively. As of January 31, 2006, there were 3,831,849 options issued or outstanding.

Fair Value of Financial Instruments

Statement of Financial Accounting Standard No. 107, Disclosures About Fair Value of Financial Instruments, requires that the company disclose estimated fair values of financial instruments. The carrying amounts reported in the balance sheets for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Basic and diluted net loss per share

Net loss per share is calculated in accordance with the Statement of Financial Accounting Standards No. 128 (SFAS No. 128), Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all potential dilutive convertible shares and stock options or warrants were converted or exercised. The calculation of diluted net loss per share excludes potential common stock equivalents if the effect is anti-dilutive. The Company’s weighted common shares outstanding for basic and dilutive were the same since the effect of common stock equivalents was anti-dilutive.

The Company has the following dilutive convertible shares, stock options and warrants as of January 31, 2006 and 2005 which were excluded from the calculation since the effect is anti-dilutive.

	2006	2005
Convertible preferred stock	9,877,194	—
Stock options	3,831,849	2,204,701
Warrants	6,802,838	—
Total	20,511,882	2,204,701

Recent Accounting Pronouncements

On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R). SFAS 123R eliminates the alternative of applying the intrinsic value measurement provisions of APB 25 to stock compensation awards issued to employees. Rather, the new standard requires enterprises 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. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). On April 14, 2005, the Securities and Exchange Commission (“SEC”) announced the adoption of a rule that defers the required effective date of SFAS 123R. The SEC rule provides that SFAS 123R is now effective for registrants as of the beginning of the first fiscal year beginning after June 15, 2005.

12

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

SFAS 123R will be effective for our fiscal quarter beginning May 1, 2006, and allows for the use of the Modified Prospective Application Method. Under this method, SFAS 123R is applied to new awards and to awards modified, repurchased, or cancelled after the effective date. Additionally, compensation cost for the portion of awards for which the requisite service has not been rendered (such as unvested options) that are outstanding as of the date of adoption is recognized as the remaining requisite services are rendered. The compensation cost relating to unvested awards at the date of adoption shall be based on the grant-date fair value of those awards as calculated for pro forma disclosures under the original SFAS 123. In addition, companies may use the Modified Retrospective Application Method. This method may be applied to all prior years for which the original SFAS 123 was effective or only to prior interim periods in the year of initial adoption. If the Modified Retrospective Application Method is applied, financial statements for prior periods will be adjusted to give effect to the fair-value-based method of accounting for awards on a consistent basis with the pro forma disclosures required for those periods under the original SFAS 123. Management is currently evaluating the impact SFAS 123(R) will have on the financial statements.

In March 2005, the SEC released Staff Accounting Bulletin No. 107, “Share-Based Payment” (“SAB 107”), which provides interpretive guidance related to the interaction between SFAS 123(R) and certain SEC rules and regulations. It also provides the SEC staff’s views regarding valuation of share-based payment arrangements. In April 2005, the SEC amended the compliance dates for SFAS 123(R), to allow companies to implement the standard at the beginning of their next fiscal year, instead of the next reporting period beginning after June 15, 2005. Management is currently evaluating the impact SAB 107 and SFAS 123(R) will have on the financial statements.

In May 2005, the FASB issued FASB Statement No. 154, Accounting Changes and Error Corrections. This new standard replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and represents another step in the FASB’s goal to converge its standards with those issued by the IASB. Among other changes, Statement 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. Statement 154 also provides that (1) a change in method of depreciating or amortizing a long-lived nonfinancial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a “restatement.” The new standard is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitted for accounting changes and correction of errors made in fiscal years beginning after June 1, 2005. Management believes that changes resulting from adoption of the FASB will not have a material effect on the financial statements taken as a whole.

In June 2005, the EITF reached a consensus on Issue 05-6, “Determining the Amortization Period for Leasehold Improvements,” which requires that leasehold improvements acquired in a business combination or purchased subsequent to the inception of a lease be amortized over the lesser of the useful life of the assets or a term that includes renewals that are reasonably assured at the date of the business combination or purchase. EITF 05-6 is effective for periods beginning after June 29, 2005. Earlier application is permitted in periods for which financial statements have not been issued. The adoption of this Issue did not have an impact on the Company’s financial statements.

In February 2006, the FASB decided to move forward with the issuance of a final FSP FAS 123R-4 Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event. The guidance in this FSP FAS 123R-4 amends paragraphs 32 and A229 of FASB Statement No. 123R to incorporate the concept articulated in footnote 16 of FAS 123R.

13

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

That is, a cash settlement feature that can be exercised only upon the occurrence of a contingent event that is outside the employee’s control does not meet the condition in paragraphs 32 and A229 until it becomes probable that the event will occur. Originally under FAS 123R, a provision in a share-based payment plan that required an entity to settle outstanding options in cash upon the occurrence of any contingent event required classification and accounting for the share based payment as a liability. This caused an issue under certain awards that require or permit, at the holder’s election, cash settlement of the option or similar instrument upon (a) a change in control or other liquidity event of the entity or (b) death or disability of the holder. With this new FSP, these types of cash settlement features will not require liability accounting so long as the feature can be exercised only upon the occurrence of a contingent event that is outside the employee’s control (such as an initial public offering) until it becomes probable that event will occur. The guidance in this FSP shall be applied upon initial adoption of Statement 123(R). An entity that adopted Statement 123(R) prior to the issuance of the FSP shall apply the guidance in the FSP in the first reporting period beginning after February 2006. Early application of FSP FAS 123R-4 is permitted in periods for which financial statements have not yet been issued. The Company does not anticipate that this new FSP will have any material impact upon its financial condition or results of operations.

In February 2006, the FASB issued SFAS 155 “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and In February 2006, the FASB issued SFAS 155 “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140”. This Statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. This Statement:

a. Permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation;

b. Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133;

c. Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation;

d. Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and

e. Amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.

This Statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The fair value election provided for in paragraph 4(c) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued financial statements, including financial statements for any interim period for that fiscal year. Provisions of this Statement may be applied to instruments that an entity holds at the date of adoption on an instrument-by-instrument basis. The Company is currently evaluating the impact of SFAS 155.

14

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

2. SIGNIFICANT CONTRACTS AND LICENSES

The School of Pharmacy, University of London (“SOP”)

On September 21, 2005, SOP agreed to assign to the Company the rights to a patent on di-N-oxides of chloroethylaminoanthraquinone as a bioreductive prodrug. The Company agreed to (a) assign the patent back to SOP if the Company was unable to complete a substantial funding by December 31, 2005, (b) allow the lead inventor to retain non-commercial research rights, (c) use best efforts to initiate a research and development agreement with the lead inventor to advance the development of the associated product candidates, and (d) pay royalties on future sales of products covered by the patent. The know-how license became effective on the date the option was exercised.

Immunodex

On August 16, 2005, Somanta Incorporated and Immunodex entered into a patent know-how and exclusive sublicense agreement. In August 2005, the Company made a deposit of $150,000 into an escrow account pursuant to this agreement. This amount was presented as restricted funds in the consolidated balance sheet for the period ended October 31, 2005. In December 2005, this $150,000 was released from escrow and paid to Immunodex and recorded as R&D expense, based on the successful completion of the huBrE-3 mAb testing.

3. SHARE EXCHANGE AGREEMENT AND PLAN OF MERGER AGREEMENT

On August 22, 2005, Somanta Limited, a company organized under the laws of England and Wales, became a wholly-owned subsidiary of Bridge Oncology Products, Inc. (“BOPI”), a privately held Delaware corporation pursuant to a share exchange with BOPI. BOPI was formed in February 2005, and its only operation was to in-license a product development candidate for development outside the United States and Canada.

Under the terms of a Share Exchange Agreement by and among BOPI, Somanta Limited, and the shareholders and option holders of Somanta Limited, BOPI (i) issued 5,832,834 shares of BOPI to the twenty-five holders of 79,898,686 ordinary shares of Somanta Limited and (ii) issued substitute options to purchase 2,032,166 shares of BOPI to the eleven holders of Somanta Limited options covering 27,836,800 ordinary shares of Somanta Limited. The exchange ratio in the share exchange was 1 share of BOPI for each 13.698 shares of Somanta Limited. As a result of this share exchange, the shareholders of Somanta Limited owned 50% of the fully diluted ownership of BOPI, and the holders of BOPI owned the remaining 50%.

Somanta Limited options were all priced at 5 pence pursuant to Somanta Limited’s Board resolution dated May 18, 2005. These option grant prices were then converted into US dollars at the exchange rate on June 13, 2005, to $0.09 per share. After the exchange ratio from the share exchange was applied, these options now have an exercise price of $1.232828 per share for each BOPI option issued in the share exchange.

The acquisition was accounted for as a recapitalization, as described in FASB 141, 17-3. This transaction is treated as a capital transaction in substance, rather than a business combination. That is, the transaction is equivalent to Somanta Limited issuing stock for the net monetary assets of BOPI, accompanied by a recapitalization. The assets of BOPI were recorded at the historical value. The intangible asset on BOPI’s books was written off to the income statement on the date of the acquisition (August 22, 2005). Accordingly, the historical financial statements of Somanta Limited became the historical financial statements of BOPI after this transaction. The consolidated statements of operations for the period ended January 31, 2006 include the operating results of Somanta Limited up to August 22, 2005, the closing date of the acquisition, and then include the operating results of BOPI from August 22, 2005 to January 31, 2006.

15

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

In accounting for this transaction, since Somanta Limited is deemed to be the purchaser and surviving company, its net assets have been included in the consolidated balance sheets at their historical book values.

On August 24, 2005, the name of BOPI was changed to Somanta Incorporated (“SI”).

On September 7, 2005, SI entered into a letter of intent to effect a merger with Hibshman Optical Corp (“Hibshman”), a New Jersey corporation, and a public reporting company that did not have a market for its common stock. Hibshman was formed in 1991 under the name PRS Sub I, Inc., as a subsidiary of People Ridesharing Systems, Inc. (“PRS”), a public corporation that had filed for Bankruptcy in 1989. In March 1992 the name of PRS Sub I was changed to Service Lube, Inc., in anticipation of becoming an operating business. In April 1992 the name was changed to Fianza Commercial Corp. Again in April 1992 the name was changed to Hibshman. Hibshman never had an operating business, its stock never traded publicly, and its shareholders never received stock certificates evidencing the shares each such stockholder was issued in the People Ridesharing bankruptcy.

On September 27, 2005, Hibshman, pursuant to an action taken by the written consent of its board and shareholders, adopted an Agreement and Plan of Merger to effect the reincorporation of Hibshman into Delaware prior to the merger with SI. Hibshman formed a new Delaware corporation which was a wholly owned subsidiary of Hibshman (“Delaware NewCo”). At the closing of the reincorporation, Hibshman merged into Delaware NewCo and each outstanding Hibshman share was exchanged for .01305340 of Delaware NewCo shares with each registered holder of a fractional share being issued 50 Delaware NewCo shares in lieu of such fractional share. Delaware NewCo was the surviving entity and the successor issuer under the Exchange Act and had outstanding approximately 576,700 shares. Delaware NewCo was named “Somanta Pharmaceuticals, Inc.”

On January 31, 2006, pursuant to an Agreement and Plan of Merger by and among Delaware NewCo, SI, and Somanta Merger Sub (“Merger Sub”), a wholly-owned subsidiary of Delaware NewCo, SI merged with Merger Sub and became a wholly-owned subsidiary of Delaware NewCo. In connection with this merger transaction, Delaware NewCo issued to the holders of SI capital stock an aggregate of 13,697,834 shares of Delaware NewCo common stock and assumed the SI 2005 Equity Incentive Plan and all options outstanding thereunder which options became options to purchase 3,831,864 shares of Delaware NewCo common stock. As a result, (i) the shareholders and optionholders of SI owned approximately 97% of the total outstanding common stock of Delaware NewCo on a fully diluted basis, (ii) Delaware NewCo assumed the SI 2005 Equity Incentive Plan and reserved 8,000,000 common shares for issuance under the Plan, and (iii) Delaware NewCo changed its name to Somanta Pharmaceuticals, Inc.

The acquisition was accounted for as a recapitalization, as described in FASB 141, 17-3. This transaction is treated as a capital transaction in substance, rather than a business combination. That is, the transaction is equivalent to Somanta Incorporated issuing stock for the net monetary assets of Hibshman Optical Corp., accompanied by a recapitalization.

To summarize, Hibshman has merged into Delaware NewCo, which changed its name to Somanta Pharmaceuticals, Inc. Somanta Pharmaceuticals created a subsidiary known as Merger Sub. Merger Sub merged into Somanta Incorporated and Somanta Incorporated became the wholly-owned subsidiary of Somanta Pharmaceuticals, Inc. Somanta Pharmaceuticals, Inc., elected to continue the fiscal year end April 30 of Somanta Incorporated. This is changed from Hibshman’s fiscal year end of December 31.

16

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

4. CONVERTIBLE NOTE PAYABLE

On August 23, 2005, Bridge Oncology Products, Inc. (“BOPI”) issued a $1,000,000 secured convertible note to SCO Capital Partners LLC (“SCO”). The note is secured by BOPI’s assets, carries an annual interest rate of 7.5%, and was due at the earlier of (i) BOPI’s completion of a qualified equity financing of at least $10,000,000 or (ii) August 23, 2006. SCO had the option to be repaid in cash or to convert the debt into the shares of a qualified equity financing at the lowest price paid by institutional investors.

On November 7, 2005, SCO agreed to expand its secured convertible note to SI from $1,000,000 up to $1,250,000. Under the terms of the revised arrangement with SI, the security and interest rate remained unchanged. The terms were amended to require repayment at the earlier of (i) SI’s completion of an equity financing of at least $5,000,000 or (ii) February 28, 2006. Consistent with the secured convertible note above, SCO had the option to be repaid in cash or to convert the debt into the shares of a qualified equity financing at the lowest price paid by institutional investors.

In addition, for each $50,000 borrowed on the additional $250,000 line of credit, the Company agreed to issue a six-year warrant to purchase 173,307 shares of common stock in the amount of 1% of the Company’s fully diluted common shares outstanding at an exercise price of $0.01 per share. SI has drawn an additional $250,000 under this arrangement, for a total amount outstanding of $1,250,000 and has issued warrants to purchase a total of 866,534 shares of common stock to SCO. These warrants are immediately exercisable upon issuance and expire on November 8, 2012. The fair market value of these warrants, as discussed further below, was estimated to be $0.59 per share. The assumptions used in the Black-Scholes model were risk-free interest rate of 4.5% at the time of issuance, volatility factors of 97.24% calculated as the weighted average of the stock price volatility of ranked comparable public companies, and contractual terms equal to the exercise periods of the respective warrants. The fair value of the common stock as used in this calculation was $.60 per share, as negotiated between the Company and the Series A Convertible Preferred Stock investors. None of the warrants have been exercised as of January 31, 2006.

These warrants have registration rights for the underlying shares. The investor rights agreement for the warrant requires the Company pay a penalty in cash as liquidated damages if the underlying shares are not registered in a Registration Statement and such Registration Statement is not declared effective on or prior to the 90^th day following the initial closing date. The Company will be required to pay, in cash, liquidated damages for such failure, equal to 1% of the holder’s subscription amount. Pursuant to Emerging Issues Task Force (EITF) No. 00-19,Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, the fair value of the warrants at the issuance was recorded as a warrant liability, as 1) the shares are required to be registered and 2) net cash settlement could occur. EITF 00-19 provides that contracts that includeany provision that could require net-cash settlement cannot be accounted for as equity of the Company. The warrant agreements require net cash settlement, at the option of the holders, in the event the Company fails to issue and deliver common stock on exercise of the warrants within three business days of receipt of a written exercise notice by a holder and the holder purchases shares of common stock to deliver in satisfaction of a sale of the shares of warrants stock which the holder anticipated to receive upon exercise.

In accordance with Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities, (“FASB 133”), the Company determined that the conversion feature of the notes did not meet the criteria for bifurcation of the conversion option, as the debt met the definition of “conventional convertible debt”, as defined under EITF 00-19, and therefore the conversion feature of the debt did not need to be bifurcated and accounted for as a derivative.

17

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

In accordance with EITF No. 00–27,Application of Issue No. 98–5 to Certain Convertible Instruments,which provides guidance on the calculation of a beneficial conversion feature on a convertible instrument, the Company has determined that the convertible note payable had a non-cash beneficial conversion feature of $364,721, which was determined once the qualified equity financing was finalized. The beneficial conversion feature was calculated on the note commitment date but recognized when the contingency of conversion was resolved and was determined based on the difference between the calculated conversion value after the allocation of the full fair value of the warrants of $514,981 to the debt as debt discount and the fair value of the Company’s common stock of $0.60 per share. The value of the Company’s common stock of $0.60 per share was based on the value of common stock obtained through negotiation for independent sales of common stock to unaffiliated investors. After the allocation of proceeds between the debt and warrants are made, conversion price of $0.425 was calculated based on the allocated amount to debts divided by 2,083,333, the total number of shares into which the note is convertible. The calculated amount of $0.175, the difference of the fair value of the common stock of $0.60 and the effective conversion price of $0.425, represents the beneficial value per share. This beneficial value was applied to the total shares into which the note is convertible, to calculate the beneficial conversion feature. The proceeds of $1,250,000 on the note were recorded net of the discount of $364,721 on account of the beneficial conversion feature and discount of $514,981 on account of the full fair value of the warrants. In conjunction with the private placement (Note 5), the debt and accrued interest was converted into 128.6318 shares of Series A Convertible Preferred Stock. The discounts on account of the beneficial conversion feature and fair value of the warrants have been recognized as additional interest expense on conversion.

5. PRIVATE PLACEMENT

On January 31, 2006, Somanta Pharmaceuticals, Inc. completed a private placement of 592.6318 shares of its Series A Convertible Preferred Stock (“Series A Preferred”) at a price of $10,000 per share, including six-year warrants to purchase an additional 4,938,598 shares of its common stock. The Series A Preferred shares consisted of 464 shares purchased by investors which are convertible into 7,733,333 shares of common stock and 128.6318 shares that gave effect to the conversion amount of $1,286,318, representing the value of the converted note of $1,250,000 (Note 4) and the associated accrued interest of $36,318. The total 592.6318 preferred shares are convertible into 9,877,197 common shares. Gross proceeds to Somanta were $4,640,000, including $3,671,209 in cash, payments to various vendors amounting $968,791, which included cash payment of $624,105 to SCO Securities, LLC, its placement agent. As of January 31, 2006, the $4,640,000 was recorded in the financial statements as a receivable from escrow.

The Series A Preferred is initially convertible into 9,877,197 shares of the Company’s common stock at a conversion price of $0.60 per share. The conversion value is subject to adjustment. The exercise price for the warrants is $0.75 per share and they are immediately exercisable upon issuance. The fair market value of these warrants, as discussed further below, was estimated to be $0.41 per share. The warrants expire on January 31, 2012. None of the warrants have been exercised as of January 31, 2006.

Holders of the Series A Preferred stock are entitled to receive dividends at 8% per annum. Dividends will accrue and will be cumulative from the date of issuance, whether or not earned or declared by the Board of Directors. Dividends can be paid at the Company’s option either in cash or shares of the Company’s common stock on April 30 and October 31 of each year. The holders of the Series A Preferred stock have full voting rights and powers, subject to the Beneficial Ownership Cap, equal to the voting rights and powers of the Common stock holders.

The Series A Preferred stockholders have a liquidation preference, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, senior to the holders of common stock in an amount equal to $10,000 per share of preferred stock plus any accumulated and unpaid dividends on the preferred stock.

18

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

In the alternative, the holders of the Series A Preferred may elect to receive the amount per share that would be distributed among the holders of the preferred stock and common stock pro rata based on the number of shares of the common stock held by each holder assuming conversion of all preferred stock, if such amount is greater than the amount such holder would receive pursuant to the liquidation preference. A change of Control of the Corporation will not be deemed a liquidation.

The Series A Preferred Stock is not redeemable for cash. The holder of any share or shares of Series A Preferred can, at the holder’s option, at any time convert all or any lesser portion of such holder’s shares of Series A Preferred stock into such number of shares of common stock as is determined by dividing the aggregate liquidation preference of the shares of preferred stock to be converted plus accrued and unpaid dividends thereon by the conversion value then in effect for such Preferred Stock (“Conversion Value”). The Company can, on the occurrence of a conversion triggering event, elect to convert all of the outstanding preferred stock into common stock. A conversion triggering event is (i) a time when the registration statement covering the shares of common stock into which the Series A Preferred is convertible is effective and sales may be made pursuant thereto or all of the shares of common stock into which the Series A Preferred is convertible may be sold without restriction pursuant to Rule 144(k) promulgated by the SEC and the daily market price of the common stock, after adjusting for stock splits, reverse splits, stock dividends and the like is $5 or more for a period of 30 of the immediately preceding 60 consecutive trading days and the volume of common stock traded on the applicable stock exchange on each such trading day is not less than 100,000 shares, or (ii) a time when the Company consummates a sale of common stock in a firm commitment underwritten public offering in which the offering price before deduction of expenses of the common stock is greater than 200% of the Conversion Value and the aggregate gross proceeds of the offering to the Company are greater than $25 million.

All the outstanding preferred stock will be automatically converted to common stock upon an occurrence of a qualified change of control provided that upon consummation of a qualified change of control the holders of the shares issuable on automatic conversion shall be entitled to receive the same per share consideration as the qualified change of control transaction consideration. The holders of the Series A Preferred may require the Company to redeem the shares upon the Company’s failure or refusal to convert any shares of Preferred Stock in accordance with the terms of issue, or by providing a written notice to that effect.

The Series A Preferred has been classified as equity, as the Series A Preferred stock is not redeemable. In accordance with EITF No. 00–27,Application of Issue No. 98–5 to Certain Convertible Instruments,the Company has determined that the Series A Preferred had a beneficial conversion feature of $1,522,317 as of the date of issuance. As such, the Company recorded a non-cash deemed dividend of $1,522,317 resulting from the difference between the conversion price determined after allocation of the full fair value of the warrants of $0.45 and the fair value of common stock of $0.60. The carrying value of the Series A Preferred of $5,926,318 was recorded net of the deemed dividend of $1,522,317 and a discount of $2,048,531 on account of the full fair value of the warrants.

The holders of the Series A Preferred and warrants have registration rights which obligate the Company to file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the common stock issuable upon conversion of the Series A Preferred and the common stock issuable upon exercise of the warrants (as well as certain other securities of the Company) within 30 days after the closing of the private placement. In the event the registration statement is not filed within such thirty day period or if the registration statement is not effective within 120 days after the date it is filed, or a registration statement, once declared effective ceases to remain effective during the period that the securities covered by the agreement are not sold, the Company will be required to pay, in cash, liquidated damages for such failure, equal to 1% of the holders of the Series A Preferred investment amount for each thirty day period in which the registration statement is not filed or effective, or maintained effective, as the case may be. The Company has filed the registration statement with the SEC but it has not yet been declared effective. This penalty obligation expires on January 31, 2007.

19

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

In accordance with EITF Issue 05-4,The Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument Subject to Issue No. 00-19, the Company believes that the effect of the liquidated damages should be treated under the first view (View A), which states that a registration rights agreement should be treated as a combined unit together with the underlying financial instruments, warrants and derivative debenture and evaluated as a single instrument under EITF Issue 00-19 and FAS 133. The Company concluded that this view is the most appropriate for the transaction. The Registration Rights Agreement and the financial instruments to which it pertains (the warrants and the preferred stock) were considered a combined instrument and accounted for accordingly. Pursuant to SFAS No. 5, the Company did not accrue any liquidated damages as of January 31, 2006 since the incurrence of damage was neither probable nor estimable.

The Company also issued six year warrants to its placement agent to purchase 987,720 common shares at $0.60 per share to SCO Securities LLC, as part of the success fees of 10% of the aggregate value of the transaction at sales price of common stock. These warrants are immediately exercisable upon issuance. The fair value of these warrants at the date of issue was estimated to be $0.44 per share and has been recorded as issuance costs and offset against the proceeds of the Series A Preferred.

The fair value of warrants issued in connection with the issue of convertible debt and convertible preferred stock, including the agent warrants, was estimated at the date of grant using a Black Scholes option pricing model with the following assumptions: a risk free interest rate of approximately 4.50%, no dividend yield, volatility factors of 81.89% and 97.24%, contractual terms of 6 and 7 years and expected terms based upon the formula prescribed in SEC Staff Accounting Bulletin 107 of 3 years and 3.5 years. These assumptions use the interest rate prevailing at the time of issuance, volatility factors calculated as the weighted average of the stock price volatility of ranked comparable public companies, and contractual terms equal to the exercise periods of the respective warrants. The fair value of the common stock as used in this calculation was $.60 per share, as negotiated between the Company and unaffiliated third party Series A investors.

The fair value of the above warrants has been classified as a liability pursuant to EITF 00-19 as described in Note 4.

The fair value of the warrants will be reassessed at the end of each reporting period, with changes in fair value reported in earnings and disclosed in the financial statements as long as these are outstanding.

20

Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

The following table summarizes the activity for warrants issued during the nine month period ended January 31, 2006.

	Number of shares	Weighted Average Exercise Price
Balance—April 30, 2005	—	—
Granted	6,802,838	0.64
Exercised	—	—
Forfeited	—	—
Expired	—	—
Balance—January 31, 2006	6,802,838

The following table summarizes information about warrants outstanding as of January 31, 2006.

Warrants Outstanding				Warrants Exercisable
Exercise Prices		Number Outstanding	Weighted Average Contractual Life (years)	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$	0.01	866,534	5.83	$	0.01	866,534	$	0.01
	0.60	987,720	6.00		0.60	987,720		0.60
	0.75	4,938,597	6.00		0.75	4,938,597		0.75
	2.25	9,987	4.35		2.25	9,987		2.25

6. EMPLOYMENT AND CONSULTING AGREEMENTS

In January 2006, the Company entered into employment agreements with the Company’s President and Chief Executive Officer (“CEO”), and with the Company’s Executive Chairman, for one year terms. Under these agreements, the President and Executive Chairman are to be paid annual base salaries of $275,000 and $248,000, respectively. Both officers are eligible to receive annual bonuses and additional stock option grants at the discretion of the Company’s board of directors.

In January 2006, the Company entered into an employment agreement with the Company’s Chief Financial Officer (“CFO”). Under the agreement, the CFO is to be paid an annual base salary of $215,000 and also entitled to receive an annual bonus and additional stock option grants at the discretion of the Company’s board of directors.

In November 2005, the Company entered into two consulting agreements: (i) a Service Provision Agreement with Pharma Consultancy Limited, a UK company controlled by Luiz Porto, one of the Company’s stockholders pursuant to which the Company will pay Dr. Porto approximately $278,000 per year, for services rendered by Dr. Porto to the Company as an independent consultant in connection with the management of the Company’s clinical activities, that will terminate on December 31, 2006 unless extended by a mutual written agreement of the parties and may be terminated, with or without cause, by giving the other party thirty (30) days’ prior written notice; and (ii) a Service Provision Agreement with Gary Bower pursuant to which the Company will pay Mr. Bower approximately $156,000 per year for services rendered by Mr. Bower to the Company as an independent consultant in connection with the pre-clinical activities related to the manufacturing of the Company’s product candidates, that will terminate on December 31, 2006 unless extended by a mutual written agreement of the parties and that may be terminated, with or without cause, by giving the other party thirty (30) days’ prior written notice.

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Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

Agreement with Mr. Bower was amended in April 2006 to include GTE Consultancy Limited, a company organized under the laws of United Kingdom and owned by Mr. Bower, as the service provider pursuant to the agreement. With the approval of the Company’s board of directors, both Dr. Porto and Mr. Bower may also be granted cash bonuses and stock options in the future.

One of the Company’s former directors and a current consultant resigned in August 2005, in connection with the closing of the share exchange agreement with Bridge Oncology. Concurrently he entered into a consulting arrangement with the Company under which he is paid $5,000 per month.

The Company’s former CFO resigned in August 2005, in connection with the closing of the share exchange agreement with Bridge Oncology. In January 2006, he entered into a consulting arrangement with the Company under which he is paid $5,000 per month retroactive to June 2005.

7. STOCK COMPENSATION

The Board of Directors adopted and the stockholders approved the 2005 Equity Incentive Plan in June 2005. The plan was adopted to recognize the contributions made by the Company’s employees, officers, consultants, and directors, to provide those individuals with additional incentive to devote themselves to its future success, and to improve the Company’s ability to attract, retain and motivate individuals upon whom the Company’s growth and financial success depends. Under the plan, stock options may be granted as approved by the Board of Directors or the Compensation Committee. There are 8,000,000 shares reserved for grants of options under the plan, of which 2,204,701 have been issued as substitutions (with exact same terms) for the 2,204,701 previously issued options outstanding as of April 30, 2005. Stock options vest pursuant to individual stock option agreements. No options granted under the plan are exercisable after the expiration of ten years (or less in the discretion of the Board of Directors or the Compensation Committee) from the date of the grant. The plan will continue in effect until terminated or amended by the Board of Directors or until expiration of the plan on August 31, 2015.

The following table summarizes activity for stock options issued to employees and directors for the nine month period ended January 31, 2006 (unaudited):

	Shares	Wtd. Avg. Exercise Price
Outstanding April 30, 2005	2,204,701	$	1.23
Granted	1,773,155	$	.60
Exercised	—
Forfeited	146,007	$	1.23
Expired	—
Outstanding January 31, 2006	3,831,849	$	.94

The following table summarizes information about Company stock options outstanding as of January 31, 2006 (unaudited):

Options Outstanding					Options Exercisable
Range of Exercise Prices	Number Outstanding	Wtd. Avg Remaining Contr. Life	Wtd. Avg Exercise Price		Number Exercisable	Wtd. Avg Exercise Price
$.60-$1.23	3,831,849	8.1 years	$	.94	2,055,096	$	1.18

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Somanta Pharmaceuticals, Inc.

(Formerly Hibshman Optical Corp.)

(A Development Stage Company)

Notes to Consolidated Financial Statements—(Continued)

8. RELATED PARTY TRANSACTIONS

Due to Officer and Related Party

The Company has accrued compensation to its Executive Chairman amounting to $90,000 and $1,000 payable to an officer as of January 31, 2006.

The Company has also accrued a fee of $474,105 payable to its placement agent, who is also a major shareholder of the Company, for the issuance of the $1,250,000 convertible secured note and convertible preferred stock and has accrued fees totaling $141,870 for the advisory services and other expenses for the period ended January 31, 2006.

9. RESTATEMENT

The holders of the Series A Preferred and warrants have registration rights which obligate the Company to file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the common stock issuable upon conversion of the Series A Preferred and the common stock issuable upon exercise of the warrants (as well as certain other securities of the Company) within 30 days after the closing of the private placement. In the event the registration statement is not filed within such thirty day period or if the registration statement is not effective within 120 days after the date it is filed, or a registration statement, once declared effective ceases to remain effective during the period that the securities covered by the agreement are not sold, the Company will be required to pay, in cash, liquidated damages for such failure, equal to 1% of the holders of the Series A Preferred investment amount for each thirty day period in which the registration statement is not filed or effective, or maintained effective, as the case may be. The Company has filed the registration statement with the SEC but it has not yet been declared effective. This penalty obligation expires on January 31, 2007.

In accordance with EITF Issue 05-4, The Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument Subject to Issue No. 00-19, the Company believes that the effect of the liquidated damages should be treated under the first view (View A), which states that a registration rights agreement should be treated as a combined unit together with the underlying financial instruments, warrants and derivative debenture and evaluated as a single instrument under EITF Issue 00-19 and FAS 133. The Company concluded that this view is the most appropriate for the transaction. The Registration Rights Agreement and the financial instruments to which it pertains (the warrants and the preferred stock) were considered a combined instrument and accounted for accordingly. Pursuant to SFAS No. 5, the Company did not accrue any liquidated damages as of January 31, 2006 since the incurrence of damage was neither probable nor estimable.

In the original January 31, 2006 10-QSB which was filed on March 22, 2006, the Company had allocated $320,253 of the proceeds from the preferred stock offering to liquidated damages, which treatment was incorrect based upon responses to comments received from the SEC. The effect of now correcting this error in this amended 10-QSB filing is as follows:

	Previously Stated		Restated
Series A Convertible Preferred Stock related liquidated damages	320,253		—
Additional paid-in capital	6,328,211		6,648,464
Total stockholders’ deficit	(617,249	)	(296,995	)

10. SUBSEQUENT EVENTS

Significant Contracts and Licenses

The School of Pharmacy, University of London

In February, 2006, SOP waived the condition in its patent rights agreement that the Company assign the patent back to SOP if the Company was unable to complete a substantial funding by December 31, 2005.

Immunodex / Restricted Funds

In February, 2006, the Company made another deposit of $150,000 into an escrow account based on the Patent and Know-how agreement relating to the huMc-3 mAb.(see Note 2)

Private Placement

On March 2, 2006 the Company filed a registration statement to register the shares related to the Private Placement.

Employment and Consulting Agreements

On February 27, 2006, the Company terminated the consulting arrangement it had entered into with a former director and consultant.

Related Party Transactions

In February 2006, the Company paid all its accrued compensation owing to an officer and repaid the $81,000 loan payable to its president and CEO.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion should be read in conjunction with the information contained in the Consolidated Financial Statements, including the related footnotes.

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this report and include all statements that are not historical facts. Some of the forward-looking statements relate to the intent, belief or expectations of the Company and its management regarding the Company’s strategies and plans for operations and growth. Other forward-looking statements relate to trends affecting the Company’s financial condition and results of operations, and the Company’s anticipated capital needs and expenditures.

Investors are cautioned that such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those that are anticipated in the forward-looking statements as a result of the impact of competition and competitive pricing, business conditions and growth in the industry, general and economic conditions and other risks. Investors should review the more detailed description of these and other possible risks contained in the Company’s filings with the SEC, including the Company’s Registration Statement on Form SB-2 (No: 333-127838).

Overview

Background

We are a biopharmaceutical company engaged in the development of drugs primarily for the treatment of cancer. We in-license product development candidates designed for anti-cancer therapy in order to advance them along the regulatory and clinical pathway toward commercial approval. Our licenses are generally worldwide in scope and territory, with the exception of our license for Sodium Phenylbutyrate where our rights exclude the U.S. and Canada. We use our expertise to manage and perform what we believe are the most critical aspects of the product development process which includes the design and conduct of clinical trials, the development and execution of strategies for the protection and maintenance of intellectual property rights and the interaction with drug regulatory authorities internationally. We concentrate on product development and engage in a very limited way in product discovery, avoiding the significant investment of time and financial resources that is generally required before a compound is identified and brought into clinical trials. In addition, we intend to out-source clinical trials, pre-clinical testing and the manufacture of clinical materials to third parties. We currently have engaged two third parties to undertake pre-clinical testing with respect to our product candidates Phoenix, Angiolix, Alchemix and Prodrax. We were formerly known as Bridge Oncology Products, Inc., a Delaware corporation which was formed on February 10, 2005. On August 22, 2005 we entered into a Share Exchange Agreement with Somanta Limited, a company organized under the laws of England, pursuant to which Somanta Limited became a wholly-owned subsidiary of Bridge Oncology Products, Inc., and Bridge Oncology Products, Inc., changed its name to Somanta Incorporated. Somanta Limited was formed on April 19, 2001.

Our current portfolio of development candidates in clinical development includes two anti-cancer agents (a small molecule and a monoclonal antibody) targeting four different tumors and/or stage of cancer. We have three additional development candidates (two small molecules and a monoclonal antibody) in pre-clinical development targeting eleven different tumor types.

We intend to license the rights to manufacture and market our product candidates to other pharmaceutical companies in exchange for license fees and royalty payments and to continue to seek other in-licensing opportunities in pursue of our business strategy. We do not currently intend to manufacture or market products although we may, if the opportunity is available on terms that are considered attractive, or retain co-development rights to specific products.

We have incurred substantial operating losses since our inception due in large part to expenditures for our research and development activities. At January 31, 2006, we had an accumulated deficit of $6,959,735 (unaudited). We expect our operating losses to increase for at least the next several years as we pursue the clinical development of our lead product candidates and expand our discovery and development pipeline.

Revenues

We have not generated any significant revenues from sales to date, and we do not expect to generate revenues from product sales for at least the next several years, if at all. We expect our revenues for the next several years to consist of payments under certain of our current agreements and any additional collaborations, including upfront payments upon execution of new agreements, research funding and related fees throughout the research term of the agreements and milestone payments contingent upon achievement of agreed-upon objectives. To date, we have received $10,000 in payments under such agreements.

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Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements. We have identified the accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results may differ substantially from these estimates under different assumptions or conditions. Our significant accounting policies are described in more detail in the notes to consolidated financial statements included elsewhere in this prospectus. We believe that the following accounting policies require the application of significant judgments and estimates.

Intangible Assets—Patents and Licenses

All patent and license costs are charged to expense when incurred.

Stock Based Compensation

We adopted the fair value recognition provisions of Financial Accounting Standards Board, or FASB, Statement No. 123, “Accounting for Stock-Based Compensation,” prospectively for all employee options granted, modified, or settled after May 1, 2003. Options under our 2005 Equity Incentive Plan vest over periods ranging from immediate to 27 months.

On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R). SFAS 123R eliminates the alternative of applying the intrinsic value measurement provisions of APB 25 to stock compensation awards issued to employees. Rather, the new standard requires enterprises 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. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). On April 14, 2005, the Securities and Exchange Commission announced the adoption of a rule that defers the required effective date of SFAS 123R. The SEC rule provides that SFAS 123R is now effective for registrants as of the beginning of the first fiscal year beginning after June 15, 2005.

SFAS 123R will be effective for our fiscal year beginning May 1, 2006, and allows for the use of the Modified Prospective Application Method. Under this method, SFAS 123R is applied to new awards and to awards modified, repurchased, or cancelled after the effective date. Additionally, compensation cost for the portion of awards that are outstanding as of the date of adoption for which the requisite service has not been rendered (such as unvested options) is recognized over a period of time as the remaining requisite services are rendered. The compensation cost relating to unvested awards at the date of adoption shall be based on the grant-date fair value of those awards as calculated for pro forma disclosures under the original SFAS 123. The Modified Retrospective Application Method may be applied to all prior years for which the original SFAS 123 was effective or to only the prior interim periods in the year of initial adoption. If the Modified Retrospective Application Method is applied, financial statements for prior periods will be adjusted to give effect to the fair-value-based method of accounting for awards on a consistent basis with the pro forma disclosures required for those periods under the original SFAS 123. Management is currently evaluating the impact SFAS 123(R) will have on the financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

On an ongoing basis, we evaluate our estimates, including those related to accruals, valuation of stock options and warrants, and income taxes (including the valuation allowance for deferred taxes). We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates under different assumptions or conditions. Material differences may occur in our results of operations for any period if we made different judgments or utilized different estimates.

Fair Value of Financial Instruments

Statement of Financial Accounting Standard No. 107, “Disclosures about fair value of financial instruments,” requires that we disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value of such financial instruments.

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Research and Development

All research and development costs consist of expenditures for royalty payments, licensing fees, and contract research conducted by third parties.

Results of Operations

Fluctuations in Operating Results

Our results of operations are likely to fluctuate from period to period. We anticipate that our quarterly and annual results of operations will be impacted for the foreseeable future by several factors, including the timing and amount of payments received pursuant to our current and future collaborations, and the progress and timing of expenditures related to our discovery and development efforts. Due to these fluctuations, we believe that the period-to-period comparisons of our operating results are not a good indication of our future performance.

Three Months Ended January 31, 2006 Compared With Three Months Ended January 31, 2005

For the three months ended January 31, 2006, we recognized revenue in the amount of $357 (unaudited) related to an upfront license fee paid by Advanced Cardiovascular Devices, LLC, for an exclusive license to Alchemix for use in stents and devices in the field of vascular disorders. No revenue was recognized for the three month period ended January 31, 2005.

Our net loss applicable to common shareholders was $3,503,433 (unaudited) for the three months ended January 31, 2006 versus $258,164 (unaudited) for the three months ended January 31, 2005, an increase of $3,245,269. This increase is primarily due to increases in operating expenses, interest expense, and the deemed dividend on Series A Convertible Preferred Stock issued on January 31, 2006 (see Note 5, Private Placement, in the financial statements included elsewhere in this prospectus).

Operating Expenses were $980,021 (unaudited) for the three months ended January 31, 2006, versus $251,957 (unaudited) for the three months ended January 31, 2005, an increase of $728,064. This increase is primarily due to an increase in general and administrative (“G&A”) expenses, and an increase in research and development (“R&D”) expenses.

G&A expenses were $807,615 for the three months ended January 31, 2006, versus $200,172 for the three months ended January 31, 2005, an increase of $607,443. This increase reflects primarily:

• an increase in legal expenses of $121,378, audit expenses of $98,046, investor relations and printing expenses of $50,044, and accounting expenses of $44,098, all related to our preparation for the expected reincorporation (see Note 3, Share Exchange Agreement and Plan of Merger Agreement in the financial statements for Somanta Pharmaceuticals, Inc., included elsewhere in this prospectus) and for the expected sale of unregistered equity securities (see Note 5, Private Placement in the financial statements for Somanta Pharmaceuticals, Inc., included elsewhere in this prospectus).

• an increase in licensing fees of $150,000 for a required payment in accordance with our agreement with Immunodex, Inc. (see Phoenix, In-License For Phoenix, elsewhere in this prospectus). As of our fiscal year beginning May 1, 2005, we re-classified our licensing fees to G&A expenses from R&D expenses because they are a part of the business development function, which was assigned to the G&A function at that time.

• an increase in payroll expenses of $72,231 for the compensation of newly-hired officers who were not on our payroll in the quarter ended January 31, 2005.

• an increase in non-cash options expense of $24,881 to record the non-cash value of stock options issued to new directors and officers, as required by Statement of Financial Accounting Standards 123.

• an increase in travel expenses of $24,383 related to the overall increase in the level of our business activity.

R&D expenses were $172,406 for the three months ended January 31, 2006, versus $51,785 for the three months ended January 31, 2005, an increase of $120,621. This increase reflects primarily:

• an increase in consulting expenses of $72,834 related to the costs of monthly retainers for two principal consultants contracted on annual terms to oversee all our pre-clinical and clinical development.

• an increase in pre-clinical expenses of $80,715 related to our significant increase in development work on Phoenix and Alchemix.

• a decrease in the non-cash options expense required by Statement of Financial Accounting Standards 123 of $40,098 related to our current cessation of the practice of issuing equity for services and to the completion of the expensing of options issued to a former director and consultant.

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Interest expenses were $1,001,354 for the three month period ended January 31, 2006. There were no interest expenses for the three month period ended January 31, 2005. The interest expense for the 2006 period includes the following items related to our secured convertible note issued to SCO Capital Partners LLC (see Note 4, Convertible Note Payable, in the financial statements for Somanta Pharmaceuticals, Inc., included elsewhere in this prospectus):

• $514,981, representing the non-cash expense required by Statement of Financial Accounting Standards 123 for the fair value of the warrants issued in connection with the note.

• $364,721, representing the non-cash expense required by EITF No. 00-27 for the non-cash value of the beneficial conversion feature associated with the note.

• $100,000, reflecting the fee paid to SCO Capital Partners LLC for issuing the note.

• $21,652, reflecting the interest due as of January 31, 2006 on the note, which interest was converted into Series A Convertible Preferred Stock in connection with our private placement of the stock (see Note 5, Private Placement, in the financial statements for Somanta Pharmaceuticals, Inc., included elsewhere in this prospectus).

The deemed dividend on Series A Convertible Preferred Stock issued on January 31, 2006 (see Note 5, Private Placement, in the financial statements included elsewhere in this prospectus) was $1,522,317. There was no such expense in the nine month period ended January 31, 2005. The dividend for the 2006 period reflects the non-cash expense required by EITF No. 00-27 for the non-cash value of the beneficial conversion feature associated with the Series A Convertible Preferred Stock.

Nine Months Ended January 31, 2006 Compared With Nine Months Ended January 31, 2005

For the nine months ended January 31, 2006, we recognized revenue in the amount of $1,071 (unaudited) related to an upfront license fee paid by Advanced Cardiovascular Devices, LLC, for an exclusive license to Alchemix for use in stents and devices in the field of vascular disorders. No revenue was recognized for the nine month period ended January 31, 2005.

Our net loss applicable to common shareholders was $5,183,635 (unaudited) for the nine months ended January 31, 2006 versus $662,918 (unaudited) for the nine months ended January 31, 2005, an increase of $4,520,717. This increase is primarily due to increases in Operating Expenses, Interest Expense, and the Deemed Dividend on Series A Convertible Preferred Stock issued on January 31, 2006 (see Note 5, Private Placement, in the financial statements included elsewhere in this prospectus).

Operating Expenses were $2,621,972 (unaudited) for the nine months ended January 31, 2006, versus $656,711 (unaudited) for the nine months ended January 31, 2005, an increase of $1,965,261. This increase is due to an increase in both G&A expenses and R&D.

G&A expenses were $2,220,102 (unaudited) for the nine months ended January 31, 2006, versus $483,057 (unaudited) for the nine months ended January 31, 2005, an increase of $1,737,045. This increase reflects primarily:

• an increase in licensing fees of $495,358, due to required payments of $450,000 in accordance with our agreement with Immunodex, Inc. (see Note 2, Significant Contracts and Licenses, in the Somanta Pharmaceuticals, Inc. financial statements included elsewhere in this prospectus) and to a required payment of $45,358 in accordance with our agreement with the School of Pharmacy, University of London. As of our fiscal year beginning May 1, 2005, we re-classified our licensing fees to G&A expenses from R&D expenses because they are a part of the business development function, which was assigned to the G&A function at that time.

• an increase in legal expenses of $460,809, in audit expenses of $157,018, in accounting expenses of $79,233, and in investor relations and printing expenses of $71,024, all related to our preparation for the expected reincorporation and expected sale of unregistered equity securities, described above.

• an increase in payroll expenses of $162,362 for the compensation of newly-hired officers who were not on our payroll in the nine months ended January 31, 2005.

• an increase in non-cash expenses of $138,163 to record the non-cash value of stock options issued to new directors and officers, as required by Statement of Financial Accounting Standards 123.

• an increase in consulting expenses of $63,908, primarily related to fees for a financial consultant and for the Executive Chairman and for a financial consultant to perform financial planning and analysis on monthly terms.

• an increase in travel expenses of $57,483 related to the overall increase in the level of our business activity.

• an increase in insurance expenses of $40,241 related to the establishment of a comprehensive insurance program.

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R&D expenses were $401,870 (unaudited) for the nine month period ended January 31, 2006, versus $173,654 (unaudited) for the nine month period ended January 31, 2005, an increase of $228,216. This increase reflects primarily:

• an increase in consulting expenses of $188,575, related to the costs of monthly retainers for our two principal consultants contracted to oversee all our pre-clinical and clinical activities on annual terms and the costs of monthly retainers for scientific consultants at Immunodex, Inc. and the Cancer Research Institute of Contra Costa to provide advisory services related to advancing Phoenix through Phase I clinical trials and Angiolix through pre-clinical activities.

• an increase in pre-clinical expenses of $46,433 related to our significant increase in development work on Phoenix and Alchemix.

Interest expenses were $1,016,021 (unaudited) for the nine month period ended January 31, 2006. There were no interest expenses for the nine month period ended January 31, 2005. The interest expense for the 2006 period includes the following items related to our secured convertible note issued to SCO Capital Partners LLC (see Note 4, Convertible Note Payable, in the Somanta Pharmaceuticals, Inc., financial statements included elsewhere in this prospectus):

• $514,981, representing the non-cash expense required by Statement of Financial Accounting Standards 123 for the fair value of the warrants issued in connection with the note.

• $364,721, representing the non-cash expense required by EITF No. 00-27 for the non-cash value of the beneficial conversion feature associated with the note.

• $100,000, reflecting the agent fee paid to SCO Capital Partners LLC for issuing the note.

• $36,319, reflecting the interest due as of January 31, 2006 on the note, which interest was converted into Series A Convertible Preferred Stock in connection with our private placement of the stock (see Note 5, Private Placement, in the financial statements for Somanta Pharmaceuticals, Inc., included elsewhere in this prospectus).

The deemed dividend on Series A Preferred issued on January 31, 2006 (see Note 5, Private Placement, in the financial statements for Somanta Pharmaceuticals, Inc., included elsewhere in this prospectus) was $1,522,317. There was no similar expense in the nine month period ended January 31, 2005. The dividend for the 2006 period reflects the non-cash expense required by EITF No. 00-27 for the non-cash value of the beneficial conversion feature associated with the Series A Convertible Preferred Stock.

Change in Functional Currency

From inception through the fiscal year ended April 30, 2005, we were located in the United Kingdom, and all business transactions took place there. During that period, our functional currency was the United Kingdom pound.

On August 22, 2005, the Company, then known as Somanta Limited, took part in a share exchange with Bridge Oncology Products, Inc., a Delaware company, and became a subsidiary of Bridge Oncology Products, Inc., as described in the audited financial statements (see note 11, Subsequent Events, Share Exchange Agreement and Plan of Merger Agreement, in the Somanta, Inc. financial statements included elsewhere in this prospectus). As a result of this transaction, Somanta Limited became a wholly owned subsidiary of a U.S. entity and accordingly changed its functional currency to the U.S. dollar as of the fiscal year beginning May 1, 2005.

Related Party Transactions

We previously accrued compensation to our Executive Chairman amounting to $90,000 which was paid as a bonus in February 2006 to our Executive Chairman upon the closing of the private placement of shares of our Series A Convertible Preferred Stock. Also in February 2006, we repaid the full amount outstanding on a loan payable to our President and Chief Executive Officer in the amount of $81,000. We have accrued a fee of $474,105 payable to our placement agent, who is also a major shareholder of the Company, for the issuance of the $1,250,000 convertible secured note and convertible preferred stock and has accrued fees totaling $141,870 for the advisory services and other expenses for the period ended January 31, 2006. We paid off these amounts in February 2006.

We have also accrued a fee of $474,105 payable to our placement agent, who is also a major stockholder of ours, for the issuance of the $1,250,000 convertible secured promissory note and convertible preferred stock and accrued fees totaling $141,870 for advisory services and other expenses for the period ending January 31, 2006. We paid off these amounts in February 2006.

Liquidity and Capital Resources

Since inception, we have funded our operations primarily through sales of our equity and debt securities. As of January 31, 2006, we had received $1,103,926 (unaudited) in net proceeds from sales of our equity securities and approximately $1,329,402 (unaudited) in debt financing. As of January 31, 2006, the $4,640,000 of gross proceeds from our private placement of Series A Convertible Preferred Stock was recorded in our financial statements as a receivable from escrow. A portion of the debt financing was repaid in prior fiscal years. The balance was repaid at January 31, 2006.

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As of January 31, 2006, we had approximately $7,201 (unaudited) in cash and cash equivalents compared to $102,885 at April 30, 2005, the end of our most recent fiscal year.

On August 23, 2005, we received $1,000,000 in net proceeds from a debt financing. We issued a $1,000,000 secured convertible note to SCO Capital Partners LLC. The note was secured by our assets, carried an annual interest rate of 7.5%, and was due at the earlier of (i) our completion of an equity financing of at least $10,000,000 or (ii) August 23, 2006. SCO Capital Partners LLC has the option to be repaid in cash or to purchase shares of the financing at the lowest price paid by institutional investors.

On November 7, 2005, we and SCO Capital Partners LLC agreed to expand this facility up to $1,250,000. Under the terms of the revised arrangement, the security and interest rate remained unchanged. The terms were amended and restated to require repayment at the earlier of (i) our completion of an equity financing of at least $5,000,000 or (ii) February 28, 2006. In addition, for each $50,000 borrowed on the additional $250,000 line of credit, we agreed to issue a six-year warrant to purchase shares of common stock at $0.01 per share in the amount of 1% of our fully diluted common shares outstanding. We drew an additional $250,000 under this arrangement, for a total amount outstanding of $1,250,000 and has issued warrants to purchase 866,534 shares for $0.01 per share.

Net cash used in operating activities for the nine months ended January 31, 2006, totaled $1,359,918 (unaudited) and was used to fund our net losses in the period which were partly offset by increases in liabilities and non-cash expenses. In liabilities, our accounts payable increased $566,430, our accrued liabilities increased $349,638, and our liabilities due to an officer and a related party increased $201,607 as a part of our preparation for our reincorporation and private placement. Our non-cash expenses included interest expense of $514,981 for the value of warrants related to our secured convertible note, interest expense of $364,721 for the value of beneficial conversion feature of secured convertible note and options expense of $233,310 to record the value of options issued to officers and directors.

Net cash used in operating activities for the nine months ended January 31, 2005, totaled $451,415 (unaudited) and was used to fund our net losses in the period, which were partly offset by increases in accounts payable of $74,426 due to an increased level of business activity and in options expense of $154,863 to record the value of options issued to officers and directors.

For the nine months ended January 31, 2006 we used $5,820 (unaudited) in investing activities, consisting of the acquisition of computer equipment. For the nine months ended January 31, 2005, we had no investing activities.

For the nine months ended January 31, 2006, we generated $1,269,834 (unaudited) of cash from financing activities, primarily $1,250,000 from the secured convertible note issued to SCO Capital Partners LLC mentioned above, as well as the sale of equity to a private investor.

For the nine months ended January 31, 2005, we generated $497,997 (unaudited) of cash from financing activities through the sale of equity to private investors.

On November 9, 2005 and on November 19, 2005, we received additional amounts of $100,000 (unaudited) in net proceeds from debt financings for an aggregate of $200,000 (unaudited), and on December 19, 2005, we received $50,000 (unaudited) in net proceeds from a debt financing. On January 31, 2006, this note and accrued interest was converted in its entirety to Series A Convertible Preferred Stock and the security interest in our assets was released. On January 31, 2006, we received $3,671,209 in net proceeds from the sale of Series A Convertible Preferred Stock and warrants to purchase common stock. We have invested a substantial portion of our available cash in investment securities consisting of high quality, marketable debt instruments of corporations and financial institutions. We have adopted an investment policy and established guidelines relating to diversification and maturities of our investments to preserve principal and maintain liquidity.

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We have consumed substantial amounts of capital since our inception. We do not believe our existing cash resources, including the net proceeds from our private placement in January 2006 will be sufficient to fund our anticipated cash requirements beyond the third quarter of the fiscal year beginning May 1, 2006. We will require significant additional financing in the future to fund our operations. Our future capital requirements will depend on, and could increase significantly as a result of, many factors, including:

• progress in, and the costs of, our pre-clinical studies and clinical trials and other research and development programs;

• the scope, prioritization and number of research and development programs;

• the ability of our collaborators and us to reach the milestones, and other events or developments, under our future collaboration agreements;

• the costs involved in filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

• the costs of securing manufacturing arrangements for clinical or commercial production of product candidates; and

• the costs of establishing, or contracting for, sales and marketing capabilities if we obtain regulatory clearances to market our product candidates.

Until we can generate significant continuing revenues, we expect to satisfy our future cash needs through strategic collaborations, private or public sales of our securities, debt financings or by licensing all or a portion of our product candidates or technology to third parties. We cannot be certain that additional funding will be available to us on acceptable terms, or at all. If funds are not available, we may be required to delay, reduce the scope of, or eliminate one or more of our research or development programs or our commercialization efforts.

To date, we have not had any relationships with unconsolidated entities or financial partnerships, such as entities referred to as structured finance or special purpose entities, which are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recently Issued Accounting Standards

In March 2005, the SEC released Staff Accounting Bulletin No. 107, “Share-Based Payment” (“SAB 107”), which provides interpretive guidance related to the interaction between SFAS 123(R) and certain SEC rules and regulations. It also provides the SEC staff’s views regarding valuation of share-based payment arrangements. In April 2005, the SEC amended the compliance dates for SFAS 123(R), to allow companies to implement the standard at the beginning of their next fiscal year, instead of the next reporting period beginning after June 15, 2005. Management is currently evaluating the impact SAB 107 will have on the financial statements.

In May 2005, the FASB issued FASB Statement No. 154, Accounting Changes and Error Corrections. This new standard replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and represents another step in the FASB’s goal to converge its standards with those issued by the IASB. Among other changes, Statement 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. Statement 154 also provides that (1) a change in method of depreciating or amortizing a long-lived nonfinancial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a “restatement.” The new standard is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitted for accounting changes and correction of errors made in fiscal years beginning after June 1, 2005. Management believes that changes resulting from adoption of the FASB will not have a material effect on the financial statements taken as a whole.

In June 2005, the EITF reached a consensus on Issue 05-6, “Determining the Amortization Period for Leasehold Improvements,” which requires that leasehold improvements acquired in a business combination or purchased subsequent to the inception of a lease be amortized over the lesser of the useful life of the assets or a term that includes renewals that are reasonably assured at the date of the business combination or purchase. EITF 05-6 is effective for periods beginning after June 29, 2005. Earlier application is permitted in periods for which financial statements have not been issued. The adoption of this Issue did not have an impact on the Company’s financial statements.

In February 2006, the FASB decided to move forward with the issuance of a final FSP FAS 123R-4 Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event. The guidance in FSP FAS 123R-4 amends paragraphs 32 and A229 of FASB Statement No. 123R to incorporate the concept articulated in footnote 16 of FAS 123R. That is, a cash settlement feature that can be exercised only upon the occurrence of a contingent event that is outside the employee’s control does not meet the condition in paragraphs 32 and A229 until it becomes probable that the event will occur.

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Originally under FAS 123R, a provision in a share-based payment plan that required an entity to settle outstanding options in cash upon the occurrence of any contingent event required classification and accounting for the share based payment as a liability. This caused an issue under certain awards that require or permit, at the holder’s election, cash settlement of the option or similar instrument upon (a) a change in control or other liquidity event of the entity or (b) death or disability of the holder. With this new FSP, these types of cash settlement features will not require liability accounting so long as the feature can be exercised only upon the occurrence of a contingent event that is outside the employee’s control (such as an initial public offering) until it becomes probable that event will occur. The guidance in this FSP shall be applied upon initial adoption of Statement 123(R). An entity that adopted Statement 123(R) prior to the issuance of the FSP shall apply the guidance in the FSP in the first reporting period beginning after February 2006. Early application of FSP FAS 123R-4 is permitted in periods for which financial statements have not yet been issued. We do not anticipate that this new FSP will have any material impact upon its financial condition or results of operations.

In February 2006, the FASB issued SFAS 155 “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and In February 2006, the FASB issued SFAS 155 “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140”. This Statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. This Statement:

• Permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation;

• Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133;

• Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation;

• Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and

• Amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.

This Statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The fair value election provided for in paragraph 4(c) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued financial statements, including financial statements for any interim period for that fiscal year. Provisions of this Statement may be applied to instruments that an entity holds at the date of adoption on an instrument-by-instrument basis. We will be evaluating the impact of SFAS 155.

Competition

The biopharmaceutical industry is intensely competitive. Many companies, including other biopharmaceutical companies and biotechnology companies, are actively engaged in activities similar to ours, including research and development of products for the treatment of cancer. More specifically, competitors for the development of new therapeutic products to treat cancer also focus on mAb-based cancer therapeutics, small molecule discovery and development. A 2005 survey by the Pharmaceutical Research and Manufacturers of America listed nearly 400 new treatments for cancer that are currently being tested by researchers.

To our knowledge, other companies that are involved in the development of monoclonal antibody cancer therapeutics directly related to our efforts include Abgenix/Amgen, Antisoma, Genmab, ImClone/Bristol-Myers Squibb, ImmunoGen, Schering AG, Biogen Idec, Roche, Genentech and Merck.

In addition, a number of other companies are involved in the development of chemotherapeutic products directly related to our efforts including Bristol-Myers Squibb, Pfizer, GlaxoSmithKline, Novartis, Eli Lilly, Wyeth and Roche.

We expect to encounter significant competition for the pharmaceutical products we are developing and plan to develop in the future. Many of our competitors have substantially greater financial and other resources, larger research and development capabilities and more extensive marketing and manufacturing organizations than we do.

In addition, some such companies have considerable experience in pre-clinical testing, clinical trials and other regulatory approval procedures. There are also academic institutions, governmental agencies and other research organizations which are conducting research in areas in which we are working and they may also market commercial products, either on their own or through collaborative efforts. If any of these competitors were to complete clinical trials, obtain required regulatory approvals and commence commercial sales of their products before we do they may achieve a significant competitive advantage.

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Historical Expenditures

We have historically accounted for costs by company rather that by product.

Patent and license expenditures are expenditures that we have not allocated to particular products. General and administrative expenses include salaries of the Chief Executive Officer, finance and administrative staff, rent and occupancy, telephone and office, corporate legal and audit, and investor relations. These expenses are not separated by product but are set forth on our Consolidated Statements of Operations and Deficit under “Expenses—general and administrative”.

Total licensing and product development expenses for the last two years are set forth on our Consolidated Statements of Operations and Deficit under “Expenses—licensing and product development.” This line item includes third-party development, patent and license expenditures, but not allocated by product.

Expenditures to Completion

Our business strategy is to in-license rights to promising product candidates, further develop those products by progressing the products toward regulatory approval by conducting and managing clinical trials, and finally to out-license rights to manufacture and/or market resulting product candidates to other pharmaceutical firms in exchange for royalties and license fees. The path to commercialization is varied and uncertain such that we cannot anticipate the path to be taken for any particular product. It is not possible for us to predict or even estimate the nature, timing, or future costs, project completion dates, or when material net cash flows might be realized on any particular project. However, we do expect that our costs will increase as we continue to develop each of the licensed products and move each licensed product closer to commercialization. Our expectations could change quickly in the event that we are able to out-license any product.

Our business strategy is to use our product development capabilities to bridge discoveries and research from scientific/academic institutions or other biopharmaceutical companies, on the one hand, with commercial manufacturing and marketing of biopharmaceutical products, on the other hand. Out-license opportunities could occur at any time. Licensees would be expected, to the extent necessary, to: participate in the remaining clinical development required to obtain final regulatory approval for the product; relieve us of some or all of the costs to finalize development; and/or pay us upfront and milestone payments. To date, we have out-licensed Alchemix to Advanced Cardiovascular Devices, LLC, for the development and commercialization of products for use in vascular disease applications worldwide.

Trend Information

It is important to note that historical patterns of expenditures cannot be taken as an indication of future expenditures. The amount and timing of expenditures and therefore liquidity and capital resources vary substantially from period to period depending on the pre-clinical and clinical studies being undertaken at any one time and the availability of funding from investors and prospective commercial partners.

For example, we intend to enter into agreements with other biopharmaceutical companies for the continued clinical development and marketing of our product development candidates. Generally, we intend to enter into these agreements when we have successfully complete the Phase II clinical trials and when human clinical data shows the safety and efficacy of our product development candidates.

Consistent with the industry, business, and intellectual property risks disclosed above in this registration statement, our revenue trend in the foreseeable future is highly uncertain. Even if we are able to obtain sufficient funding to conduct all current the programs of our business, we would not expect to achieve additional revenues in the next fiscal year according to the schedules of revenues in our current agreements with other companies for pre-clinical and clinical development.

To achieve these goals we will need to expand our pre-clinical testing, our manufacturing that is compliant with current good manufacturing practices and the initiation of human clinical trials. This will mean that the level of expenditures will accelerate from those reported historically and will require that we fund these expenditures principally from the sale of our equity securities. Specifically, we are currently obligated to pay license fees of $250,000, milestone payments of $46,000 and research fees of $372,000, for a total of $668,000 all in the next fiscal year.

Other than as discussed above, we are not aware of any material trends related to our business of product development, patents and licensing.

ITEM 3. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Executive Chairman (the “Principal Executive Officer”) and our Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Principal Executive Officer and CFO concluded that as of January 31, 2006 our disclosure controls and procedures were effective in timely alerting them to the material information relating to us (or to our consolidated subsidiaries) required to be included in our periodic filings with the SEC such that the information relating to us required to be disclosed in SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Principal Executive Officer and CFO, as appropriate to allow timely decisions regarding required disclosure.

Internal Controls Over Financial Reporting

There were no significant changes made in our internal controls over financial reporting during the quarter ended January 31, 2006 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 6, 2006 (Commission File No. 000-20297).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

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

Not applicable

ITEM 5. OTHER INFORMATION

Not applicable

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ITEM 6. EXHIBITS

(a) Exhibits

Exhibit Number	Title of Document
31.1	Certification of our Chief Executive Officer, pursuant to Securities Exchange Act rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2	Certification of our Chief Financial Officer, pursuant to Securities Exchange Act rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1	Statement of our Chief Executive Officer under Section 906 of the Sarbanes Oxley Act of 2002. (18 U.S.C. Section 1350).
32.2	Statement of our Chief Financial Officer under Section 906 of the Sarbanes Oxley Act of 2002. (18 U.S.C. Section 1350).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

	Somanta Pharmaceuticals, Inc.
	(Registrant)
Date: July 20, 2006	By:	/s/ Terrance J. Bruggeman
		Terrance J. Bruggeman
		Executive Chairman, Chief Financial Officer, Secretary and Treasurer

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