As filed with the Securities and Exchange Commission on October 11, 2006

Registration No. 333-135740
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 2

TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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CAVIT SCIENCES, INC.
(Name of small business issuer on its charter)

Florida 2834 03-0586935
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)

100 East Linton Boulevard, Suite 106B
Delray Beach, Florida 33483
(561) 278-7856
(Address and telephone number of principal executive offices
and principal place of business)

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Colm J. King, President and Chief Executive Officer
100 East Linton Boulevard, Suite 106B
Delray Beach, Florida 33483
(561) 278-7856
(Name, address and telephone number of agent for service)

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Copy to:
David E. Wise, Esq.
Attorney at Law
8794 Rolling Acres Trail,
Fair Oaks Ranch, Texas 78015
(830) 981-8165

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this registration statement.

If the securities being registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box: [X]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box: [ ]

========================================================================================================
Proposed
maximum Proposed
offering maximum Amount of
Title of each class of Amount to be price per aggregate registration
securities to be registered registered unit (1) offering price fee
- --------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value 8,475,000 Shares(1) $ .0033(2) $27,968 $2.99
- --------------------------------------------------------------------------------------------------------
Total 8,475,000 Shares $ .0033 $27,968 $2.99
========================================================================================================

(1) Represents 8,475,000 shares of our common stock held by Hard to Treat
Diseases, Inc. being distributed to its shareholders to effect a spin-off
of our common stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (f)(2) under the Securities Act of 1933. No
consideration will be received by Cavit Sciences, Inc. from the
distribution and there is no market for the shares being distributed.
Accordingly, for purposes of calculating the registration fee, Cavit
Sciences, Inc. has used one-third (1/3) of the par value of the shares in
accordance with the provisions of Rule 457 (f)(2).

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment that specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
================================================================================

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY
BE CHANGED. THE PERSONS RECEIVING THESE SHARES MAY NOT SELL THESE SECURITIES
UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED OCTOBER 11, 2006

PROSPECTUS

CAVIT SCIENCES, INC.

[CAVIT SCIENCES, INC. LOGO APPEARS HERE]

8,475,000 Shares of Common Stock

This prospectus relates to the distribution by dividend, or spin-off, to
all of the shareholders of our parent company, Hard to Treat Diseases, Inc., of
8,475,000 shares of Cavit Sciences, Inc. common stock. The recipients of the
stock dividend are referred to as dividend recipients in this prospectus. We are
not selling any shares of common stock in this offering and will not receive any
proceeds from this offering. All costs associated with this registration will be
borne by us.

Shareholders of Hard to Treat will receive one share of our common stock
for every 100 shares of Hard to Treat common stock they held of record on June
13, 2006.

The distribution of our shares is a taxable transaction to the dividend
recipients and, accordingly, they may be required to pay income tax on the value
of the shares distributed to them.

Currently, no public market exists for our common stock. We will seek a
market maker to publish quotations for our shares on the OTC Bulletin Board;
however, we have no agreement or understanding with any potential market to do
so. We cannot assure you that a public market for our commons stock will
develop. Ownership of our common stock is likely to be an illiquid investment.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. WE URGE YOU
TO READ THE "RISK FACTORS" BEGINNING ON PAGE 7.

Brokers or dealers effecting transactions in these shares should confirm
that the shares are registered under the applicable state law or that an
exemption from registration is available.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is October 11 2006.

TABLE OF CONTENTS

Page
----

QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF 3
PROSPECTUS SUMMARY 4
RISK FACTORS 7
USE OF PROCEEDS 16
DILUTION 16
PLAN OF DISTRIBUTION 16
SELECTED HISTORICAL FINANCIAL DATA 18
MANAGEMENT'S PLAN OF OPERATIONS 19
DESCRIPTION OF OUR BUSINESS 22
MANAGEMENT 25
EXECUTIVE COMPENSATION 27
PRINCIPAL SHAREHOLDERS 28
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS 29
DESCRIPTION OF SECURITIES 30
INTEREST OF NAMED EXPERTS AND COUNSEL 32
LEGAL MATTERS 32
EXPERTS 32
TRANSFER AGENT 32
WHERE YOU CAN FIND MORE INFORMATION 32
FINANCIAL STATEMENTS F-1

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information that is different.
This prospectus may only be used where it is legal to distribute and sell these
shares of our common stock. The information in this prospectus may only be
accurate as of the date of this prospectus.

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission for a continuous offering. Under this
prospectus, the dividend recipients may, from time to time, sell or otherwise
dispose of their shares of Cavit Sciences common stock described in this
prospectus, or interests therein, in one or more transactions. This prospectus
may be supplemented from time to time to add, update or change information in
this prospectus. Any statement contained in this prospectus will be deemed to be
modified or superseded for the purposes of this prospectus to the extent that a
statement contained in a prospectus supplement modifies such statement. Any
statement so modified will be deemed to constitute a part of this prospectus
only as so modified and any statement so modified will be deemed to constitute a
part of this prospectus.

The registration statement containing this prospectus, including the
exhibits to the registration statement, provides additional information about us
and the shares of our common stock covered by this prospectus. The registration
statement, including the exhibits, can be read on the SEC website or at the SEC
offices mentioned under the heading "Where You Can Find More Information" later
in this prospectus.

QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF

Q: How many shares of Cavit Sciences common stock will I receive?

A: You will receive one share of Cavit Sciences common stock for every 100
shares of Hard to Treat common stock owned by you on the record date. No cash
distributions will be paid for fractional shares, which will be rounded to the
nearest whole.

Q: What are shares of Cavit Sciences worth?

A: The value of Cavit Sciences shares will be determined by their trading price
after the spin-off. We do not know what the trading price will be and we can
provide no assurances as to value.

Q: What will Cavit Sciences do after the spin off?

A: As a new business, we will concentrate solely on the intellectual property
purchased. The three (3) patent applications purchased relate to the treatment
of cancer and viral infections. Cavit will advance these applications by
developing and marketing them to drug companies. Cavit's medical advisors
specialize in cancer and viral infection treatment.

Q: Will Cavit Sciences shares be listed on a National Stock Exchange or The
NASDAQ Stock Market?

A: Our shares will not be listed on any national stock exchange or the NASDAQ
Stock Market. It is our hope that the shares will be quoted by one or more
market makers on the OTC Bulletin Board, although we have no agreements or
understandings with any market maker to do so.

Q: What are the tax consequences to me of the spin-off?

A: The distribution will not qualify as a tax-free spin-off under U.S. tax laws.
Consequently, the total value of the distribution, as well as your initial tax
basis in our shares, will be determined by the fair market value of our common
shares at the time of the spin-off. A portion of this distribution will be
taxable to you as dividend income and the remainder will be a tax-free reduction
in your basis in your Hard to Treat shares.

Q: What do I have to do to receive my Cavit Sciences shares?

A: No action by you is required. You do not need to pay any money or surrender
your Hard to Treat common shares to receive our common shares. The number of
Hard to Treat shares you own will not change. If your Hard to Treat common
shares are held in a brokerage account, our common shares will be credited to
that account. If you own your Hard to Treat common shares in certificated form,
certificates representing your Cavit Sciences common shares will be mailed to
you.

PROSPECTUS SUMMARY

The following summary highlights selected information from this prospectus
and does not contain all of the information that you should consider before
investing in our common stock. This prospectus contains information regarding
our business and detailed financial information. You should carefully read this
entire prospectus, including "Risk Factors," the historical financial statement
and related notes, before making an investment decision.

In this prospectus, "Cavit," "Cavit Sciences," "company," "we," "us" or
"our" refers to Cavit Sciences, Inc., a Florida corporation, except where
otherwise indicated or required by context. Also, "Hard to Treat Diseases,"
"Hard to Treat" or "parent" refers to Hard to Treat Diseases, Inc., a Florida
corporation, except where otherwise indicated or required by context.

OUR COMPANY

We are a biotechnology company engaged in developing treatments of cancer
and viral infections. Our strategy is to develop and commercialize intellectual
property rights to treat, prevent and inhibit several major diseases including
cancers, viral infections and diseases associated with cancers and viral
infections. We currently own three patent applications and intend to acquire
additional ones. One of our applications is a U.S. utility patent application
relating to compositions and methods for inhibition of viral infections and
therapeutic treatment of diseases or disorders caused by viral infections. Our
second application is a Patent Cooperation Treaty or PCT utility patent
application relating to compositions and methods for inhibition of viral
infections and therapeutic treatment of diseases or disorders caused by viral
infections. Our third application is a U.S. provisional patent application
relating to compositions and methods for inhibition of cancers and therapeutic
treatment of diseases or disorders caused by cancers.

Limited testing has been conducted on the drug candidates included in our
patent applications. Our medical advisors have prepared additional testing
protocols. However, we are waiting for responses and feedback from certain drug
companies before commencing additional testing

OUR EXECUTIVE OFFICES

Our principal executive and administrative offices are located at 100 East
Linton Boulevard, Suite 106B, Delray Beach, Florida 33483. Our telephone number
is (561) 278-7856.

THE SPIN-OFF AND PLAN OF DISTRIBUTION

Distributing Company Hard to Treat Diseases, Inc.

Distributed Company Cavit Sciences, Inc.

Shares To Be Distributed 8,475,000 shares of our common stock, $.01 par value.
The shares to be distributed in the spin-off will
represent 80.6% of our total common stock
outstanding.

Distribution Ratio One (1) share of our common stock for every 100
shares of common stock of Hard to Treat Diseases,
Inc. owned of record on June 13, 2006.

Distribution No holder of Hard to Treat Diseases common stock will
be required to make any payment, exchange any shares
or take any other action in order to receive our
common stock. On the Distribution Date, the
distribution agent identified below will begin
distributing certificates for shares of our common
stock to Hard to Treat Diseases, Inc. shareholders.
The distributed shares of our common stock will be
freely transferable unless you are one of our
affiliates.

Record Date The record date for the distribution of shares is
June 13, 2006. Since June 9, 2006, Hard to Treat
Diseases common shares have been trading "ex
dividend," meaning that persons who have bought their
common shares after that date are not entitled to
participate in the distribution.

Prospectus Mailing Date _________________, 2006. We have mailed this
prospectus to you on or about this date.

Distribution Date 8,475,000 of our common shares held by Hard to Treat
Diseases will be distributed to the dividend
recipients on or before the fifth business day
following the prospectus mailing date designated
above. If you hold your Hard to Treat Diseases common
shares in a brokerage account, your shares of our
common stock will be credited to that account. If you
hold Hard to Treat Diseases shares in a certificated
form, a certificate representing your shares of our
common stock will be mailed to you.

Distribution Agent
and Transfer Agent The distribution agent for the spin-off will be: Gulf
Registrar and Transfer Corporation Route 1, Box 2374,
2542 Cliff Drive, Dickinson, TX 77539
Tel #: 281-339-2451
Fax #: 281-339-7207

Trading of Our Shares There is currently no public market for our shares.
We do not expect a market for our common stock to
develop until after the distribution date. Our shares
will not qualify for trading on any national or
regional stock exchange or on The NASDAQ Stock
Market. We will attempt to have one or more
broker/dealers agree to serve as market makers and
quote our shares on the over-the-counter market on
the OTC Bulletin Board maintained by the NASD.
However, we have no present agreement, arrangement or
understanding with any broker/dealer to serve as a
market maker for our common stock. Even if a public
trading market develops for our common stock, we
cannot ensure that an active or liquid trading market
will be available to you.

Underwriter Hard to Treat Diseases may be considered an
underwriter under applicable federal securities law.

BACKGROUND AND REASONS FOR THE SPIN-OFF

Hard to Treat Diseases has historically engaged in two separate and
distinct market segments: environmental (polystyrene recycling) and
biotechnology (acquisition and testing of substances for the treatment of
diseases). Cavit Sciences is a new business that was formed as a subsidiary of
Hard to Treat to develop and market the intellectual property rights relating to
three (3) patent applications for the treatment of cancer and viral infections,
that were purchased by Cavit from Hard to Treat, leaving Hard to Treat with its
existing polystyrene recycling business and the existing biotechnology business
of acquiring various drug rights and/or licenses, conducting testing on drugs
and substances and dealing with drug companies as potential sources and
suppliers of drugs.

In addition to operating its existing biotechnology business, Hard to Treat
will assist entities and individuals in having their drugs tested in U.S. FDA
approved labs. Hard to Treat will also conduct testing on the drugs and
substances it has acquired or will acquire through licensing agreements, as
potential treatments of diseases other than cancer and viral infections.

As a new business, Cavit will develop and market the intellectual property
rights that were purchased from Hard to Treat. Cavit's management and medical
advisors will advance the treatment of cancer and viral infections by conducting
additional testing, conducting clinical trials and collaborating with drug
companies utilizing its patent applications.

Cavit's and Hard to Treat's management believe that the separation of the
biotechnology division into two autonomous companies will

* Allow management, consultants and advisors of each company to focus
solely on the assets and goals of their company: Hard to Treat will
focus on testing for treatments of diseases other than cancer and
viral infections and Cavit will focus solely on developing and
marketing treatments of cancer and viral infections;
* Provide employees of each business stock-based incentives linked
solely to his or her employer; and
* Enhance access to financing by allowing the financial community to
focus separately on the assets, goals and potential of each company

SPECIAL RISK FACTORS RELATED TO THE SPIN-OFF

The spin-off distribution and ownership of our common stock involve various
risks. You should read carefully the factors discussed under Risk Factors
beginning on page 7. Several of the most significant risks of the spin-off
distribution include:

* The distribution may cause the trading price of Hard to Treat
Diseases, Inc. common stock to decline;
* There has been no prior trading market for Cavit Sciences shares and a
trading market for Cavit Sciences may not develop;
* Substantial sales of Cavit Sciences shares may have an adverse impact
on the trading price of Cavit Sciences common stock, if and when a
trading market develops;
* The spin-off distribution of Cavit Sciences common stock will result
in tax liability to the dividend recipients; and

* Although Cavit Sciences has a different Board of Directors than Hard
to Treat, Colm J. King will serve as the Chief Executive Officer of
both companies and is the only current employee and officer of Cavit
Sciences. If Cavit Sciences is unable to recruit and hire additional
employees and officers, then neither company will be able to focus on
its core line of business.

FEDERAL INCOME TAX CONSEQUENCES

Hard to Treat and Cavit Sciences have not requested a revenue ruling from
the IRS and do not intend the spin-off distribution to be a tax-free event for
U.S. federal income tax purposes. You may be required to pay income tax on the
value of your shares of Cavit Sciences received as a dividend. We expect that
the dividend will likely be taxed as dividend income to the extent of the value
of the shares you receive. You are advised to consult your own tax advisor as to
the specific tax consequences of the spin-off distribution.

OUR RELATIONSHIP WITH HARD TO TREAT DISEASES AFTER THE DISTRIBUTION

Following the spin-off, Hard to Treat will not own any of our common stock.
The only relationship between the two companies will be through agreements under
which Hard to Treat will provide Cavit with overhead and administrative support,
management and advisory services, office space and access to office furniture
and telephones, fax machines, computers and other equipment. Cavit will pay a
monthly fee of $1,000 to Hard to Treat for such services and access for a term
of 12 months ending May 31, 2007.

SHAREHOLDER INQUIRIES

Any persons having inquiries relating to the distribution should contact
the distribution agent.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You
should carefully consider the following risk factors and the other information
in this prospectus before investing in our common stock. Our business and
results of operations could be seriously harmed by any of the following risks.

RISKS RELATED TO OUR BUSINESS

OUR INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

The Independent Auditor's Report to our audited financial statements for
the period ended June 30, 2006, included in this prospectus, indicates that
there are a number of factors that raise substantial doubt about our ability to
continue as a going concern. Such doubts identified in the report include the
fact that we currently have no source of revenue and we need to obtain adequate
financing. If we are not able to continue as a going concern, it is likely that
investors will lose all or a part of their investment.

WE ARE SERIOUSLY UNDERCAPITALIZED AND HAVE LIMITED LIQUIDITY.

Historically, Cavit has financed its operations primarily from the sale of
its equity securities. As of June 30, 2006, Cavit had cash of approximately
$49,562. Our current burn rate is approximately $10,000 per month excluding
capital expenditures. As a result of current financing, Cavit believes that it
has sufficient working capital to fund operations through the end of calendar
2006. Thereafter, Cavit will need to raise additional capital to fund its
working capital needs. Cavit does not have any material commitments from
investors or any credit facilities available with financial institutions or any
other third parties. Therefore, it is expected that Cavit will need to enter
into agreements with investors or engage in best efforts sales of its securities

to raise needed working capital. There is no assurance that we will be
successful in any funding effort. The failure to raise such funds will
necessitate the curtailment of operations and delay of the start of any
additional testing.

WE DO NOT HAVE AN INDEPENDENT AUDIT OR COMPENSATION COMMITTEE.

Our audit and compensation committees are made up of members of our board
of directors and are, therefore, not considered independent. The absence of an
independent audit and compensation committee could lead to conflicts of interest
between committee members and our officers and directors, which could work as a
detriment to our shareholders.

WE ARE A DEVELOPMENT STAGE COMPANY AND WE HAVE NO SIGNIFICANT OPERATING HISTORY.

We are a development stage company that has not had prior operations. See
"Management's Plan of Operations - Patent Acquisition Information" and
"Description of Business - History of Intellectual Property Rights" for a more
detailed discussion of prior operations. Our plans and businesses are "proposed"
and "intended," but we may not be able to successfully implement them. Our
primary business purpose is to collaborate with and market our intellectual
property rights to major drug companies. As of the date of this prospectus, we
have three patent applications, two of which include testing results of two drug
candidates: Tubercin (T-5) and Specific Substance of Maruyama. However, the FDA
has not approved either drug for sale in the United States and neither drug has
been approved for sale by any foreign country. In addition, we have not earned
revenues and have incurred losses since our incorporation in April 2006. We
currently lack sufficient capital to generate revenue or operate our business in
a profitable manner. As a development stage company, our prospects are subject
to all of the risks, expenses, and uncertainties frequently encountered by
companies in the drug development and pharmaceutical business. In addition, we
are subject to all of the risks, uncertainties, expenses, delays, problems, and
difficulties typically encountered in the establishment of a new business. We
expect that unanticipated expenses, problems, and technical difficulties will
occur and that they will result in material delays in the development of our
products. We may not obtain sufficient capital or achieve a significant level of
operations and, even if we do, we may not be able to conduct such operations on
a profitable basis.

APPROXIMATELY 48% OF OUR TOTAL ASSETS ARE COMPRISED OF INTANGIBLE ASSETS THAT
ARE SUBJECT TO PERIODIC REVIEW TO DETERMINE WHETHER IMPAIRMENT ON THESE ASSETS
IS REQUIRED.

We are required under generally accepted accounting principles to review
our good will and intangible assets for impairment whenever events or changes in
circumstances indicate their carrying values may not be recoverable. On June 30,
2006, our intangible assets, consisting of three patent applications, were
valued at $56,997. If our management determines that impairment exists, we will
be forced to record a significant charge to expense in our financial statements
for the period in which any impairment of our goodwill or intangible assets is
determined.

WE DID NOT HAVE AN INDEPENDENT THIRD PARTY APPRAISE THE INTANGIBLE ASSETS
ACQUIRED FROM HARD TO TREAT, SO THERE IS NO GUARANTEE THAT OUR INTANGIBLE ASSETS
ARE WORTH $56,997.

The boards of directors of Cavit Sciences and Hard to Treat determined the
value of the intangible assets and related costs we acquired to be $145,459:,
comprised of $56,997 in capitalized legal fees associated with the development
of the rights from inception and $88,462 of operating expenses from inception,
including research and development and operating costs, that were expensed as
incurred. Due to cost factors, the boards decided not to engage an independent
appraiser or investment banker to evaluate either the intangible assets and
related costs being transferred by Hard to Treat to Cavit Sciences or the
8,475,000 shares of Cavit Sciences common stock exchanged for those assets. If
creditors of Hard to Treat believe that the Cavit Sciences shares exchanged for
the assets were not worth $145,459 or if those creditors believe that Hard to
Treat's intangible assets and related costs were worth considerably more than
$145,459, then those creditors could take legal action in an attempt to rescind
the asset purchase transaction.

AN INDIVIDUAL WHO HAS A RIGHT TO OWNERSHIP OF A SUBSTANTIAL NUMBER OF SHARES OF
HARD TO TREAT COMMON STOCK, BUT WHO WAS NOT A HOLDER OF RECORD OF ANY HARD TO
TREAT SHARES ON JUNE 13, 2006, THE RECORD FOR THE SPIN-OFF, MAY SEEK TO HAVE
3,500,000 SHARES OF CAVIT SCIENCES COMMON STOCK ISSUED TO HIM, IN WHICH CASE THE
SHAREHOLDERS OF CAVIT SCIENCES COULD BE SUBSTANTIALLY DILUTED.

In July 2005, a Florida judge ruled in favor of an individual declaring
that the individual was the lawful owner of 350,000,000 shares of Hard to Treat
common stock "should he choose to exercise his right of ownership over these
shares." Since July 2005, this individual had not exercised any right of
ownership over these shares and was not a holder of record of Hard to Treat
shares on June 13, 2006. Therefore, he will not participate in the stock
dividend that is the subject of the spin-off. The same judge entered a money
judgment in favor of Hard to Treat against this individual for over $200,000,
which amount plus interest would have to be paid to Hard to Treat in order for
the shares to be issued to him. Although the amount of the money judgment will
likely deter this individual from demanding his shares, if he were to demand his
shares and pay the money judgment and if he could prove his entitlement to
participate in the stock dividend in the spin-off, Cavit Sciences would have to
issue him 3,500,000 shares of our common stock, which would substantially dilute
our shareholders. Hard to Treat has appealed this case. See "Description of
Business --Legal Proceedings" for a more detailed discussion of this litigation

IF WE DO NOT SUCCESSFULLY COMMERCIALIZE OUR PRODUCTS, WE MAY NEVER ACHIEVE
PROFITABILITY.

We have never commercially introduced a product. Our research and
development programs are at an early stage. Potential drug candidates are
subject to inherent risks of failure. These risks include the possibilities that
no drug candidate will be found safe or effective, meet applicable regulatory
standards or receive necessary regulatory clearances. Even safe and effective
drug candidates may never be developed into commercially successful drugs. If we
are unable to develop safe, commercially viable drugs, we may never achieve
profitability and if we become profitable, we may not remain profitable.

AS A RESULT OF OUR INTENSELY COMPETITIVE INDUSTRY, WE MAY NOT GAIN ENOUGH MARKET
SHARES TO BE PROFITABLE.

The biotechnology and pharmaceutical industries are intensely competitive.
We have numerous competitors in the United States and elsewhere. Because we are
pursuing potentially large markets, our competitors include major, multinational
pharmaceutical and chemical companies, specialized biotechnology firms,
universities and other research institutions. Several of these competitors have
already successfully marketed and commercialized products that will compete with
our products, assuming that our products gain regulatory approval.

Most of our competitors have greater financial resources, larger research
and development staffs and more effective marketing and manufacturing
organizations than we do. In addition, academic and government institutions have
become increasingly aware of the commercial value of their research findings.
These institutions are now more likely to enter into exclusive licensing
agreements with commercial enterprises, including our competitors, to develop
and market commercial products.

Our competitors may succeed in developing or licensing technologies and
drugs that are more effective or less costly than any we are developing. Our
competitors may succeed in obtaining FDA or other regulatory approvals for drug
candidates before we do. If competing drug candidates prove to be more effective
or less costly than our drug candidates, our drug candidates, even if approved
for sale, may not be able to compete successfully with our competitors' existing
products or new products we may develop. If we are unable to compete
successfully, we will not be able to sell enough products at a price sufficient
to permit us to generate profits.

EXISTING PRICING REGULATIONS AND REIMBURSEMENT LIMITATIONS MAY REDUCE OUR
POTENTIAL PROFITS FROM THE SALE OF OUR PRODUCTS.

The requirements governing product licensing, pricing and reimbursement
vary widely from country to country. Some countries require approval of the sale
price of a drug before it can be marketed. In many countries, the pricing review
period begins after product-licensing approval is granted. As a result, we may
obtain regulatory approval for a drug candidate in a particular country, but
then be subject to price regulations that reduce our profits from the sale of
the product. In some foreign markets, pricing of prescription pharmaceuticals is
subject to continuing government control even after initial marketing approval.
In addition, certain governments may grant third parties a license to
manufacture our product without our permission. Such compulsory licenses
typically would be on terms that are less favorable to us and would have the
effect of reducing our revenues.

Varying price regulation between countries can lead to inconsistent prices
and some re-selling by third parties of products from markets where products are
sold at lower prices to markets where those products are sold at higher prices.
This practice of exploiting price differences between countries could undermine
our sales in markets with higher prices and reduce the sales of our future
products, if any. The decline in the size of the markets in which we may in the
future sell commercial products could cause the perceived market value of our
business and the price of our common stock to decline. Our ability to
commercialize our products successfully also will depend in part on the extent
to which reimbursement for the cost of our products and related treatments will
be available from government health administration authorities, private health
insurers and other organizations. Third-party payers are increasingly
challenging the prices charged for medical products and services. If we succeed
in bringing any of our potential products to the market, such products may not
be considered cost effective and reimbursement may not be available or
sufficient to allow us to sell such products on a profitable or competitive
basis.

OUR ABILITY TO ACHIEVE ANY SIGNIFICANT REVENUE WILL DEPEND ON OUR ABILITY TO
ESTABLISH EFFECTIVE SALES AND MARKETING CAPABILITIES.

Our efforts to date have focused on the development and evaluation of our
drug candidates. As we conduct clinical studies and prepare for
commercialization of our drug candidates, we may need to build a sales and
marketing infrastructure. As a company, we have no experience in the sales and
marketing of pharmaceutical products. If we fail to establish a sufficient
marketing and sales force or to make alternative arrangements to have our
products marketed and sold by others on attractive terms, it will impair our
ability to commercialize our drug candidates and to enter new or existing
markets. Our inability to effectively enter these markets would materially and
adversely affect our ability to generate significant revenues.

WE DEPEND HEAVILY ON MANAGEMENT TEAM AND CONSULTANTS.

Our business strategy and success is dependent on the skills and knowledge
of our management team. Our operations will also be dependent on the efforts,
ability and experience of key members of our prospective management staff. We
also operate with a small number of advisors and consultants and, therefore,
have little backup capability for their activities. The loss of services of one
or more members of our management team or the loss of one or more of our
advisors could weaken significantly our management expertise and our ability to
efficiently run our business. We do not maintain key man life insurance policies
on any of our officers, although we intend to obtain such insurance policies in
the future.

WE MAY FACE PRODUCT LIABILITY CLAIMS RELATED TO THE USE OR MISUSE OF OUR
PRODUCTS, WHICH MAY CAUSE US TO INCUR SIGNIFICANT LOSSES.

We may be exposed to the risk of product liability claims due to
administration of our drug candidates in our clinical trials, since the use or
misuse of our drug candidates during a clinical trial could potentially result
in injury or death. If we are able to commercialize our products, we will also
be subject to the risk of losses in the future due to product liability claims
in the event that the use or misuse of our commercial products results in injury
or death. We currently do not maintain liability insurance. In the event we
choose to purchase liability insurance, we cannot predict the magnitude or the

number of claims that may be brought against us in the future. Accordingly, we
do not know what coverage limits would be adequate. In addition, insurance is
expensive, difficult to obtain and may not be available in the future on
acceptable terms or at all. Any claims against us, regardless of their merit,
could substantially increase our costs and cause us to incur significant losses.

THE MARKETABILITY AND PROFITABILITY OF OUR PRODUCTS IS SUBJECT TO UNKNOWN
ECONOMIC CONDITIONS.

The marketability and profitability of our products may be adversely
affected by local, regional, national and international economic conditions
beyond our control and/or the control of our management. Favorable changes may
not necessarily enhance the marketability or profitability of the products. Even
under the most favorable marketing conditions, there is no guarantee that our
products can be sold or, if sold, that such sale will be made upon favorable
prices and terms.

RISKS RELATED TO OUR INTELLECTUAL PROPERTY

IF WE FAIL TO PROTECT OUR PROPRIETARY TECHNOLOGY, THEN OUR COMPETITIVE POSITION
WILL BE IMPAIRED.

We have obtained and are in the process of obtaining United States and
foreign patent applications for our products. Our success will depend in part on
our ability to obtain additional United States and foreign patent protection for
our drug candidates and processes, preserve our trade secrets and operate
without infringing the proprietary rights of others. We place considerable
importance on obtaining patent protection for significant new technologies,
products and processes. Legal standards relating to the validity of patents
covering pharmaceutical and biotechnology inventions and the scope of claims
made under such patents are still developing. In some of the countries in which
we intend to market our products, pharmaceuticals are either not patentable or
have only recently become patentable. Past enforcement of intellectual property
rights in many of these countries has been limited or non-existent. Future
enforcement of patents and proprietary rights in many other countries may be
problematic or unpredictable. Moreover, the issuance of a patent in one country
does not assure the issuance of a similar patent in another country. Claim
interpretation and infringement laws vary by nation, so the extent of any patent
protection is uncertain and may vary in different jurisdictions. Our domestic
patent position is also highly uncertain and involves complex legal and factual
questions. The applicant or inventors of subject matter covered by patent
applications or patents owned by us may not have been the first to invent or the
first to file patent applications for such inventions. Due to uncertainties
regarding patent law and the circumstances surrounding our patent applications,
the pending or future patent applications we own may not result in the issuance
of any patents. Existing or future patents owned by us may be challenged,
infringed upon, invalidated, found to be unenforceable or circumvented by
others. Further, any rights we may have under any issued patents may not provide
us with sufficient protection against competitive products or otherwise cover
commercially valuable products or processes.

LITIGATION OR OTHER DISPUTES REGARDING PATENTS AND OTHER PROPRIETARY RIGHTS MAY
BE EXPENSIVE, CAUSE DELAYS IN BRINGING PRODUCTS TO MARKET AND HARM OUR ABILITY
TO OPERATE.

The manufacture, use, marketing or sale of our drug candidates may infringe
on the patent rights of others. If we are unable to avoid infringement of the
patent rights of others, we may be required to seek a license, defend an
infringement action or challenge the validity of the patents in court. Patent
litigation is costly and time consuming. We may not have sufficient resources to
bring these actions to a successful conclusion. In addition, if we do not obtain
a license, develop or obtain non-infringing technology, or fail to successfully
defend an infringement action or have the patents we are alleged to infringe
declared invalid, we may:

* incur substantial money damages;
* encounter significant delays in bringing our drug candidates to
market;
* be precluded from participating in the manufacture, use or sale of our
drug candidates or methods of treatment without first obtaining
licenses to do so; and/or
* not be able to obtain any required license on favorable terms, if at
all.

In addition, if another party claims the same subject matter or subject
matter overlapping with the subject matter that we have claimed in a United
States patent application or patent, we may decide or be required to participate
in interference proceedings in the United States Patent and Trademark Office in
order to determine the priority of invention. Loss of such an interference
proceeding would deprive us of patent protection sought or previously obtained
and could prevent us from commercializing our products. Participation in such
proceedings could result in substantial costs, whether or not the eventual
outcome is favorable. These additional costs could adversely affect our
financial results.

CONFIDENTIALITY AGREEMENTS WITH EMPLOYEES AND OTHERS MAY NOT ADEQUATELY PREVENT
DISCLOSURE OF TRADE SECRETS AND OTHER PROPRIETARY INFORMATION.

In order to protect our proprietary technology and processes, we also rely
in part on confidentiality agreements with our employees, consultants, outside
scientific collaborators and sponsored researchers and other advisors. These
agreements may not effectively prevent disclosure of confidential information
and may not provide an adequate remedy in the event of unauthorized disclosure
of confidential information. In addition, others may independently discover
trade secrets and proprietary information. Costly and time-consuming litigation
could be necessary to enforce and determine the scope of our proprietary rights
and failure to obtain or maintain trade secret protection could adversely affect
our competitive business position.

RISKS RELATED TO OUR INDUSTRY

WE MUST OBTAIN GOVERNMENT REGULATORY APPROVAL FOR OUR PRODUCTS BEFORE WE CAN
SELL THEM AND GENERATE REVENUES.

Our principal development efforts are currently centered around research
and development of drugs for treatment of cancer and viral infections. However,
all drug candidates require FDA and foreign government approvals before they can
be commercialized in the U.S. or in foreign countries. These regulations change
from time to time and new regulations may be adopted. None of our drug
candidates has been approved for commercial sale. We will incur significant
operating losses over the next few years as we fund development, clinical
testing and other expenses while seeking regulatory approval. While limited
clinical trials of our drug candidates have been conducted to date, significant
additional trials are required and we may not be able to demonstrate that these
drug candidates are safe or effective. If we are unable to demonstrate the
safety and effectiveness of a particular drug candidate to the satisfaction of
regulatory authorities, the drug candidate will not obtain required government
approval. If we do not receive FDA or foreign approvals for our drug products,
we will not be able to sell our drug products and will not generate revenues. If
we receive regulatory approval of a drug product, such approval may impose
limitations on the indicated uses for which we may market the drug, further
limiting our ability to generate significant revenues.

AS A RESULT OF OUR INTENSELY COMPETITIVE INDUSTRY, WE MAY NOT GAIN ENOUGH MARKET
SHARES TO BE PROFITABLE.

EXISTING PRICING REGULATIONS AND REIMBURSEMENT LIMITATIONS MAY REDUCE OUR
POTENTIAL PROFITS FROM THE SALE OF OUR PRODUCTS.

OUR PRODUCTS IN DEVELOPMENT WILL BE SUBJECT TO REIMBURSEMENT FROM GOVERNMENT
AGENCIES AND OTHER THIRD PARTIES. PHARMACEUTICAL PRICING AND REIMBURSEMENT
PRESSURES MAY REDUCE PROFITABILITY.

Successful commercialization of our products depends, in part, on the
availability of governmental and third party payer reimbursement for the cost of
such products and related treatments. Government health administration
authorities, private health insurers and other organizations generally provide
reimbursement. Government authorities and third-party payers increasingly are
challenging the price of medical products and services, particularly for
innovative new products and therapies. This has resulted in lower average sales
prices. Our business may be adversely affected by an increase in U.S. or
international pricing pressures. These pressures can arise from rules and
practices of managed care groups, judicial decisions and governmental laws and
regulations related to Medicare, Medicaid and health care reform, pharmaceutical
reimbursement and pricing in general. New legislation has been proposed at the
federal and state levels that would effect major changes in the U.S. health care
system, either nationally or at the state level. These proposals have included
prescription drug benefit proposals for Medicare beneficiaries recently passed
by Congress. Additionally, some states have enacted health care reform
legislation. Further federal and state developments are possible. Our results of
operations could be adversely affected by future health care reforms. In Europe,
the success of our products will also depend largely on obtaining and
maintaining government reimbursement because in many European countries,
including the United Kingdom and France, patients are reluctant to pay for
prescription drugs out of their own pocket. We also expect that the success of
our products in development, particularly in Europe, will depend on the ability
to obtain reimbursement. Even if reimbursement is available, reimbursement
policies may adversely affect our ability to sell our products on a profitable
basis.

Delays in the conduct or completion of our preclinical or clinical studies
or the analysis of the data from our preclinical or clinical studies may result
in delays in our planned filings for regulatory approvals or adversely affect
our ability to enter into collaborative arrangements.

* We may encounter problems with some or all of our completed or ongoing
studies that may cause us or regulatory authorities to delay or
suspend our ongoing studies or delay the analysis of data from our
completed or ongoing studies.
* We rely, in part, on third parties to assist us in managing and
monitoring our preclinical and clinical studies. Our reliance on these
third parties may result in delays in completing or failure to
complete studies if third parties fail to perform their obligations to
us.

RESULTS OF CLINICAL TRIALS ARE UNCERTAIN AND MAY NOT SUPPORT CONTINUED
DEVELOPMENT OF A PRODUCT PIPELINE, WHICH WOULD ADVERSELY AFFECT OUR PROSPECTS
FOR FUTURE REVENUE GROWTH.

We are required to demonstrate the safety and effectiveness of products we
develop in each intended use through extensive preclinical studies and clinical
trials. The results from preclinical and early clinical studies do not always
accurately predict results in later, large-scale clinical trials. Even
successfully completed large-scale clinical trials may not result in marketable
products. A number of companies in our industry have suffered setbacks in
advanced clinical trials despite promising results in earlier trials. If any of
our products under development fail to achieve their primary endpoint in
clinical trials or if safety issues arise, commercialization of that drug
candidate could be delayed or halted.

RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES

THERE WILL BE A LIMITED TRADING MARKET FOR OUR COMMON STOCK.

Our common stock is not currently traded on any securities exchange. We
intend to apply to have our shares of common stock quoted for trading on the OTC
Bulletin Board upon the effectiveness of the registration statement of which
this prospectus is a part. However, there can be no assurance that our shares of
common stock will be quoted for trading on the OTC Bulletin Board or, if quoted,
that there will be sufficient liquidity in the shares. If no market develops for
our shares of common stock or there is insufficient liquidity in the shares, it
will be difficult for shareholders to sell their stock, if at all. Our shares of
common stock would then likely be quoted on the OTC Pink Sheets.

OUR COMMON STOCK IS CONSIDERED TO BE A "PENNY STOCK" AND, AS SUCH, THE MARKET
FOR OUR COMMON STOCK MAY BE FURTHER LIMITED BY CERTAIN SEC RULES APPLICABLE TO
PENNY STOCKS.

As long as the price of our common stock remains below $5.00 per share or
we have net tangible assets of $2,000,000 or less, our shares of common stock
are likely to be subject to certain "penny stock" rules promulgated by the SEC.
Those rules impose certain sales practice requirements on brokers who sell penny
stock to persons other than established customers and accredited investors
(generally, an institution with assets in excess of $5,000,000 or an individual
with a net worth in excess of $1,000,000). For transactions covered by the penny
stock rules, the broker must make a special suitability determination for the
purchaser and receive the purchaser's written consent to the transaction prior
to the sale. Furthermore, the penny stock rules generally require, among other
things, that brokers engaged in secondary trading of penny stocks provide
customers with written disclosure documents, monthly statements of the market
value of penny stocks, disclosure of the bid and asked prices and disclosure of
the compensation to the brokerage firm and disclosure of the sales person
working for the brokerage firm. These rules and regulations make it more
difficult for brokers to sell shares of our common stock and limit the liquidity
of our shares. See "Plan of Distribution" for a more detailed discussion of the
penny stock rules and related broker-dealer restrictions.

TRADING IN OUR SECURITIES COULD BE SUBJECT TO EXTREME PRICE FLUCTUATIONS THAT
COULD ADVERSELY AFFECT YOUR INVESTMENT.

The market prices for securities of biotechnology companies, particularly
those that are not profitable, have been highly volatile, especially recently.
Publicized events and announcements may have a significant impact on the market
price of our common stock. For example, any of the following may have the effect
of temporarily or permanently driving down the price of our common stock:

* Biological or medical discoveries by competitors;
* Public concern about the safety of our drug candidates;
* Delays in the conduct or analysis of our clinical trials;
* Unfavorable results from clinical trials;
* Unfavorable developments concerning patents or other proprietary
rights; or
* Unfavorable domestic or foreign regulatory developments;

In addition, the stock market from time to time experiences extreme price
and volume fluctuations which particularly affect the market prices for emerging
and life sciences companies, such as ours, and which are often unrelated to the
operating performance of the affected companies.

SUBSTANTIAL SALES OF OUR STOCK MAY IMPACT THE MARKET PRICE OF OUR COMMON STOCK.

Future sales of substantial amounts of our common stock, including shares
that we may issue upon exercise of options and warrants, could adversely affect
the market price of our common stock. Further, if we raise additional funds
through the issuance of common stock or securities convertible into or
exercisable for common stock, the percentage ownership of our shareholders will
be reduced and the price of our common stock may fall.

WE DO NOT EXPECT TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE.

We will use any earnings generated from our operations to finance our
business and will not pay any cash dividends to our shareholders in the
foreseeable future.

ISSUING PREFERRED STOCK WITH RIGHTS SENIOR TO THOSE OF OUR COMMON STOCK COULD
ADVERSELY AFFECT HOLDERS OF COMMON STOCK.

Our charter documents give our board of directors the authority to issue
series of preferred stock without a vote or action by our shareholders. The
board also has the authority to determine the terms of preferred stock,
including price, preferences and voting rights. The rights granted to holders of
preferred stock may adversely affect the rights of holders of our common stock.
For example, a series of preferred stock may be granted the right to receive a
liquidation preference - a pre-set distribution in the event of a liquidation
that would reduce the amount available for distribution to holders of common
stock. In addition, the issuance of preferred stock could make it more difficult
for a third party to acquire a majority of our outstanding voting stock. As a
result, common shareholders could be prevented from participating in
transactions that would offer an optimal price for their shares.

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements regarding
management's plans and objectives for future operations including plans and
objectives relating to our planned marketing efforts and future economic

performance. The forward-looking statements and associated risks set forth in
this prospectus include or relate to, among other things, (a) our projected
sales and profitability, (b) our growth strategies, (c) anticipated trends in
our industry, (d) our ability to obtain and retain sufficient capital for future
operations, and (e) our anticipated needs for working capital. These statements
may be found under "Management's Plan of Operations" and "Business," as well as
in this prospectus, generally. Actual events or results may differ materially
from those discussed in forward-looking statements as a result of various
factors, including, without limitation, the risks outlined under "Risk Factors"
and matters described in this prospectus, generally. In light of these risks and
uncertainties, there can be no assurance that the forward-looking statements
contained in this prospectus will, in fact, occur.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered
and sold from time to time by the dividend recipients. There will be no proceeds
to us from the sale of shares of common stock in this offering.

DILUTION

The net book value of Cavit Sciences as of June 30, 2006 was $27,067 or
$.0026 per share of common stock. Net book value per share is determined by
dividing the book value of Cavit Sciences (total assets less total liabilities)
by the number of outstanding shares of our common stock. Since this prospectus
covers shares of our common stock that may be offered and sold from time to time
by the dividend recipients and none of the proceeds will be paid to Cavit
Sciences, our net book value will be unaffected by this offering.

PLAN OF DISTRIBUTION

The dividend recipients may sell some or all of their shares of common
stock offered under this prospectus in one or more transactions, including block
transactions.

The dividend recipients may sell their shares at prevailing market prices
as quoted on the OTC Pink Sheets or the OTC Bulletin Board, if and when our
shares are approved for quotation on the OTC Bulletin Board. The dividend
recipients may also sell some or all of their shares at privately negotiated
prices. The shares may also be sold in compliance with Rule 144 under the
Securities Act.

The dividend recipients may also sell their shares directly to market
makers acting as principals, brokers or dealers, who may act as agent or acquire
the common stock as principal. Any broker or dealer participating in such
transactions as an agent may receive a commission from the dividend recipients,
or, if they act as an agent for the purchaser of such common stock, from such
purchaser. The dividend recipients will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the dividend
recipients to sell a specified number of shares at a stipulated price per share
and, to the extent such broker or dealer is unable to do so while acting as
agent for the dividend recipients, to purchase, as principal, any unsold shares
at the price required to fulfill the respective broker's or dealer's commitment
to the dividend recipients.

Brokers or dealers who acquire shares as principals may thereafter resell
such shares from time to time in transactions in a market or on an exchange, in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such re-sales may pay or
receive commissions to or from the purchasers of such shares. These transactions
may involve cross and block transactions that may involve sales to and through
other brokers or dealers. If applicable, the dividend recipients may distribute

shares to one or more of their partners who are unaffiliated with us. Such
partners may, in turn, distribute such shares as described above. We can provide
no assurance that all or any of the common stock offered will be sold by the
dividend recipients.

Under the securities laws of certain states, the shares of common stock may
be sold in such states only through registered or licensed brokers or dealers.
The dividend recipients are advised to ensure that any underwriters, brokers,
dealers or agents effecting transactions on behalf of the dividend recipients
are registered to sell securities in all fifty states. In addition, in certain
states the shares of common stock may not be sold unless the shares have been
registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.

We are bearing all costs relating to the registration of the shares of
common stock to be sold under this prospectus. The dividend recipients, however,
will pay any commissions or other fees payable to brokers or dealers in
connection with any sale of the common stock.

The dividend recipients must comply with the requirements of the Securities
Act and the Exchange Act in the offer and sale of the common stock. In
particular, during such times as the dividend recipients may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and, among other things:

* May not engage in any stabilization activities in connection with our
common stock
* May furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
* May not bid for or purchase any of our securities or attempt to induce
any person to purchase any of our securities other than as permitted
under the Exchange Act.

PENNY STOCK RULES / SECTION 15(G) OF THE EXCHANGE ACT

Our shares are covered by Section 15(g) of the Securities Exchange Act of
1934, as amended, and Rules 15g-1 through 15g-6 promulgated there under. They
impose additional sales practice requirements on broker/dealers who sell our
securities to persons other than established customers and accredited investors
who are generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses.

Rule 15g-1 exempts a number of specific transactions from the scope of the
penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in
penny stocks unless the broker/dealer has first provided to the customer a
standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a
penny stock transaction unless the broker/dealer first discloses and
subsequently confirms to the customer current quotation prices or similar market
information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock
transactions for a customer unless the broker/dealer first discloses to the
customer the amount of compensation or other remuneration received as a result
of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock
transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales persons
compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their
customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approved the transaction for the
customer's account; obtain a written agreement from the customer setting forth
the identity and quantity of the stock being purchased; obtain from the customer
information regarding his investment experience; make a determination that the
investment is suitable for the investor; deliver to the customer a written
statement for the basis for the suitability determination; notify the customer
of his rights and remedies in cases of fraud in penny stock transactions; and,
the NASD's toll free telephone number and the central number of the North
American Administrators Association, for information on the disciplinary history
of broker/dealers and their associated persons.

The application of the penny stock rules may affect your ability to resell
your shares due to broker-dealer reluctance to undertake the above described
regulatory burdens.

SELECTED HISTORICAL FINANCIAL DATA

The following selected financial data should be read in conjunction with
"Management's Plan of Operations" and our financial statements and related notes
included elsewhere in this prospectus. The selected financial data in this
section is not intended to replace the financial statements and accompanying
footnotes. The selected financial data for the period from inception (April 12,
2006) through June 30, 2006 and as of June 30, 2006 has been derived from our
audited financial statements included elsewhere in this prospectus. Historical
results are not necessarily indicative of the results to be expected in the
future.

April 12, 2006
through
June 30, 2006
-------------

Statements of Operations Data

Revenues --
General and administrative $ 111,833
Research and development 88,462
Net operating loss $ (200,295)

Interest Income --
Other Income --
Interest expense --

Net loss $ (200,295)
Net loss per common share, basic and diluted $ (.049)
Weighted average number of common shares outstanding, basic and diluted 4,072,000

Balance Sheet Data As of
June 30, 2006
-------------
Cash and cash equivalents and prepaid expenses $ 49,562
Receivable from parent 13,000
Intangible assets 56,997
Fixed Assets --
Other assets --
Total assets $ 119,559

Current liabilities $ 35,495
Common stock 105,175
Additional paid in capital 179,184
Deficit accumulated during the development stage (200,295)
Total stockholders' equity 84,064
Total liabilities and stockholders' equity $ 119,559

MANAGEMENT'S PLAN OF OPERATIONS

The following discussion of our plan of operations should be read together
with the financial statements and related notes that are included elsewhere in
this prospectus. This discussion may contain forward-looking statements based
upon current expectations that involve risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those set forth under "Risk
Factors," "Disclosure Regarding Forward-Looking Statements" or in other parts of
this prospectus. We undertake no obligation to update any information in our
forward-looking statements except as required by law.

PATENT ACQUISITION INFORMATION

Hard to Treat began to internally develop the intellectual property rights
during 2004, that were acquired by Cavit on May 31, 2006, as part of the
operations of Hard to Treat's biotechnology division. During 2004, research and
development commenced, which was the foundation for the first patent application
being filed during December of 2004. As a result of additional research and
development in 2005, two additional patent applications were filed in December
2005.

The boards of directors of Cavit Sciences and Hard to Treat determined the
value of the intangible assets and related costs acquired to be $145,459;
comprised of $56,997 in capitalized legal fees associated with the development
of the rights from inception and $88,462 of direct research and development
which are considered purchased R&D and have been expensed in the June 30, 2006
financial statements. The $145,459 carved out cost determined the value of the
intangible assets. The acquisition cost does not include $47,060 of certain
overhead expenses incurred by the Parent during the development of the
intellectual property rights from inception that began in 2004. The overhead
expenses of $47,060 that were not part of the purchase price paid by Cavit
include wages, rent, phone and other expenditures that the Parent incurred to
develop the intellectual properties.

Cavit was incorporated on April 12, 2006 and acquired intellectual property
rights from Parent on May 31, 2006. In July 2006, Cavit acquired additional
rights in some of these intellectual property rights, resulting in Cavit owning
100% of such rights.

OVERVIEW

We are a development-stage company and have a limited operating history.
Cavit Sciences, Inc. was formed on April 12, 2006, as a wholly owned subsidiary
of Hard to Treat Diseases, Inc., to acquire certain intellectual property rights
from Hard to Treat Diseases and to develop and market the acquired rights.

Our plan is to market our intellectual property rights to major drug
companies. We are finalizing presentations to be delivered and presented to
individuals at drug companies that we have sought as candidates for our
technology. Non-confidential information is included in the presentations to the
drug companies. If a drug company is interested in our technology,
confidentiality disclosure agreements will be signed on behalf of Cavit and the
drug company. We anticipate that a confidential review of information will take
place before face-to-face scientific meetings are held between Cavit's medical
advisors and researchers and scientists and researchers of the drug company. If
the drug company decides to move forward with the transaction, term sheet
negotiations and due diligence will be conducted and definitive agreements will
be negotiated before agreements are executed.

Depending on the level of interest of drug companies in our intellectual
property rights, there are numerous agreements that can be entered into:

* A drug company may feel that additional testing is required on our
substances before they make a decision. After reviewing the testing
protocols we have prepared for additional testing, a drug company may
or may not be willing to fund the additional testing or a portion of
it.

* A drug company may feel that additional testing is required on our
substances and they will fund additional testing that they will design
the testing protocol for. We anticipate that the drug company will
fund any testing that is to be customized to its specifications.
* A drug company may decide to joint venture with Cavit on additional
testing as part of the term sheet negotiations.
* A drug company may decide to become an equity partner with Cavit.
* A drug company may decide to acquire our patent application rights for
a specified price payable over a period of time in cash, stock or a
combination of both.

At this point, we believe we have enough data and information to market our
patent intellectual property rights to drug companies. We may or may not decide
to conduct additional testing on our current substances once we have received
formal responses on our drug company candidates.

We have not generated any profits since our entry into the biotechnology
business, have no source of revenues, and have incurred operating losses. We
expect to incur additional operating losses for the foreseeable future. We do
not have any sources of revenues and may not have any in the foreseeable future
unless we market our rights to a drug company.

We need to obtain additional capital resources from sources including
equity and/or debt financings, license arrangements, grants and/or collaborative
research arrangements in order to develop products and continue Cavit's
business. We believe that we have sufficient working capital to finance
operations through the end of 2006. Thereafter, we will need to raise additional
working capital. Our current burn rate is approximately $10,000 per month
excluding capital expenditures. The timing and degree of any future capital
requirements will depend on many factors, including:

Research and development. We expect to make investments in research and
development in order to develop and market our technology. Research and
development costs will consist primarily of general and administrative and
operating expenses related to research and development activities. We will
expense research and development costs as incurred. Property, plant and
equipment for research and development that has an alternative future use will
be capitalized and the related depreciation will be expensed as research and
development costs. We expect our research and development expense to increase as
we continue to invest in the development of our technology.

General and administrative. General and administrative expenses will
consist primarily of salaries and benefits, office expense, professional
services fees, and other corporate overhead costs. We anticipate increases in
general and administrative expenses as we continue to develop and prepare for
marketing of our technology.

RECENT FINANCING

We recently raised a total of $99,000 from investors in a private offering
of our common stock.

LIQUIDITY AND CAPITAL RESOURCES

investors or any credit facilities available with financial institutions or any
other third parties. Therefore, it is expected that Cavit will need to enter
into agreements with investors or engage in best efforts sales of its securities
to raise needed working capital. There is no assurance that we will be
successful in any funding effort. The failure to raise such funds will
necessitate the curtailment of operations and delay of the start of any
additional testing.

OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2006, we had no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of
operations is based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities
and expenses. 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 differ from these estimates under different assumptions or
conditions. We believe the following critical accounting policies affect our
most significant judgments and estimates used in preparation of our consolidated
financial statements.

Impairment of Long-Lived Assets. We review long-lived assets and certain
identifiable assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. If the sum
of the expected future undiscounted cash flows is less than the carrying amount
of the asset, further impairment analysis is performed. An impairment loss is
measured as the amount by which the carrying amount exceeds the fair value of
assets.

Stock-Based Compensation. Effective June 26, 2006, we adopted the
provisions of Statement of Financial Accounting Standards No. 123R, "Share-Based
Payment," which establishes accounting for equity instruments exchanged for
employee service. We do not believe the adoption of these provisions will have
an adverse effect on our financial statements.

Research and Development. The costs of materials and equipment or
facilities that are acquired or constructed for research and development
activities and that have alternative future uses will be capitalized as tangible
assets when acquired or constructed. The cost of such materials consumed in
research and development activities and the depreciation of such equipment or
facilities used in those activities will be research and development costs.
However, the costs of materials, equipment, or facilities acquired or
constructed for research and development activities that have no alternative
future uses will be considered research and development costs and will expensed
at the time the costs are incurred.

DESCRIPTION OF BUSINESS

OVERVIEW

On April 12, 2006, we were incorporated under the laws of the State of
Florida and became a subsidiary of Hard to Treat Diseases, Inc. in May 2006. We
chose the name Cavit Sciences, Inc. based on "Cavit" as an acronym for cancer
and viral infection treatment.

We currently own three patent applications and intend to acquire additional
ones. One of our applications is a U.S. utility patent application relating to
compositions and methods for inhibition of viral infections and therapeutic
treatment of diseases or disorders caused by viral infections. Our second
application is a Patent Cooperation Treaty or PCT utility patent application
relating to compositions and methods for inhibition of viral infections and
therapeutic treatment of diseases or disorders caused by viral infections. Our
third application is a U.S. provisional patent application relating to
compositions and methods for inhibition of cancers and therapeutic treatment of
diseases or disorders caused by cancers.

We acquired these intellectual property rights from Hard to Treat Diseases
on May 31, 2006 in exchange for 8,475,000 shares of our common stock. We valued
these intellectual property rights and related costs at $145,459. See "Risk
Factors -- We did not have an independent third party appraise the intangible
assets acquired from Hard to Treat, so there is no guarantee that our intangible
assets are worth $56,997."

Cancers and viral infections destroy the lives of millions of people each
year. Drug companies are spending millions of dollars on research and testing in
order to bring new drugs to market. Current treatments are normally expensive,
painful and do not always promote better health.

Two of our patent applications are the result of testing on two drug
candidates. The two substances listed in our applications, Tubercin (T-5) and
Specific Substance of Maruyama ("SSM"), were acquired for testing. The rights to
the composition, Tubercin (T-5), are owned by Dr. Chung of South Korea, the
inventor and patent holder. Dr. Chung has licensed the rights to Tubercin (T-5)
for the use in medical care of cancer to a third party. SSM was developed and
advanced by Zeria Pharmaceutical Co., Ltd. of Japan. This drug was also called
Z-100 for clinical trials and is currently trade named Ancer 20. Zeria is
currently using Ancer 20 injections for radiotherapy-induced leukopenia. The
composition patent for this drug has been abandoned and is no longer protected
by patent.

Tubercin (T-5) has been used in South Korea for years as a treatment of
cancer. SSM has been used in Japan for years as a treatment of certain diseases.
Both substances are extracts from mycrobacterium tuberculosis and have been used
successfully and are relatively inexpensive.

In addition to the treatment of cancer and viral infections, our patent
applications claim the treatment of numerous additional diseases. These
substances act to increase the strength of the immune system by warding off,
inhibiting and treating diseases.

HISTORY OF INTELLECTUAL PROPERTY RIGHTS

During 2004, Hard to Treat began to internally develop the intellectual
property rights that were acquired by Cavit on May 31, 2006, as part of the
operations of Hard to Treat's biotechnology division.

During 2004, Hard to Treat conducted the research and development that was
the foundation for the first patent application filed by Hard to Treat in
December 2004. As a result of additional research and development conducted
during 2005, Hard to Treat filed two additional patent applications in December
2005. Cavit was incorporated on April 12, 2006 and acquired these intellectual
property rights from Hard to Treat on May 31, 2006. In July 2006, Cavit acquired
all other outstanding rights to these intellectual property rights from a third
party.

LICENSES, PATENTS AND PROPRIETARY RIGHTS

We believe that proprietary protection of our technologies will be critical
to the development of our business. We intend to protect our proprietary
intellectual property through patents and other appropriate means. We rely upon
trade secret protection for certain types of confidential and proprietary
information and take active measures to control access to that information. We
currently have non-disclosure agreements with all of our employees and
consultants.

RESEARCH COLLABORATIONS

We anticipate entering into collaborative research agreements with academic
and research institutions. We will use these agreements to enhance our research
capabilities. In our industry, these agreements typically provide the industry
partner with rights to license the intellectual property created through the
collaboration. We may also enter into collaborative research agreements with
other pharmaceutical companies if necessary to support the development and
commercialization of our technology.

COMMERCIALIZATION THROUGH THIRD PARTIES

We may grant sublicenses for certain applications of our technologies.
Sublicensing certain rights in our technology to pharmaceutical companies and
other third parties help us to efficiently develop some applications of our
technologies.

COMPETITION

The development of therapeutic cancer and viral infection products for
human disease is intensely competitive. Major pharmaceutical companies currently
offer a number of pharmaceutical products to treat cancers, infectious diseases
and other diseases for which our technologies may be applicable. Many
pharmaceutical and biotechnology companies are investigating new drugs and
therapeutic approaches for the same purposes, which may achieve new efficacy
profiles, extend the therapeutic window for these products, alter the prognosis
of these diseases or prevent their onset. We believe our products, when and if
successfully developed, will compete with these products on the basis of
improved and extended efficacy and safety and their overall economic benefit to
the health care system. We expect intense competition. Our most significant
competitors will be fully integrated pharmaceutical companies and established
biotechnology companies. Smaller companies may also be significant competitors,
particularly through collaborative arrangements with large pharmaceutical or
biotechnology companies. Many of our competitors have significant products in
development that could compete with our potential products. Practically all of
our competitors have more money and expertise than we have.

DESCRIPTION OF PROPERTY

Our principal executive and administrative office facility is located in
Delray Beach, Florida at 100 East Linton Blvd., Suite 106B, Delray Beach,
Florida 33483 and our telephone number is (561) 278-7856. We share office space,
telecommunication equipment and incidental equipment and furniture with Hard to
Treat Diseases, Inc. and pay them $1,000 a month for same. We believe the terms
of the office sharing arrangement are on favorable terms to us.

GOVERNMENT REGULATION

Our research and development activities and the future manufacturing and
marketing of our potential products are, and will be, subject to regulation for
safety and efficacy by a number of governmental authorities in the United States
and other countries.

In the United States, pharmaceuticals, biological and medical devices are
subject to Food and Drug Administration regulation. The Federal Food, Drug and
Cosmetic Act, as amended, and the Public Health Service Act, as amended, the
regulations promulgated thereunder, and other Federal and state statutes and
regulations govern, among other things, the testing, manufacture, safety,
efficacy, labeling, storage, export, record keeping, approval, marketing,
advertising and promotion of our potential products. Product development and
approval within this regulatory framework take several years, cost a lot of
money and involve significant uncertainty.

We are also subject to regulations under the Occupational Safety and Health
Act, the Environmental Protection Act, the Toxic Substances Control Act and
other present and potential future foreign, Federal, state and local
regulations.

EMPLOYEES

As of September 30, 2006, we had one full time employee, Mr. Colm King, who
is our President and Chief Executive Officer. We believe that our relations with
our employee are good. Our employee is not represented by a union or covered by
a collective bargaining agreement. We believe Mr. King is best suited to oversee
the operations of Cavit during the next several months due to his intimate
knowledge of our biotechnology business. While serving as president of Hard to
Treat, Mr. King was involved in the testing of our products and the patent
application process for our two applications. We will actively recruit and hire
a new chief financial officer and a new chief operating officer when funds
become available. We intend to fill these posts with individuals having
pharmaceutical and/or biotechnology experience and expertise.

LEGAL PROCEEDINGS

The Company is not the subject of any pending legal proceedings to the
knowledge of management, nor is there any presently contemplated against the
Company by any federal, state, or local government agency.

Further, to the knowledge of management, no director or executive officer
is a party to any action in which interest is adverse to the Company.

Hard to Treat Diseases, Inc. is involved in a lawsuit in the United States
District Court, Southern District of Florida, Case No. 04-80010-CIV, styled Hard
to Treat Diseases, Inc., a/k/a International Foam Solutions, Inc. vs. Ronald
Shinn, Gerry G. Knight, Shinn Capital Group, Inc.

The Florida case is relevant because it may impact Cavit Sciences and its
shareholders in the future. A final judgment was entered in this case on July
14, 2005, with two significant rulings. In the first significant ruling, the
Court entered a money judgment in favor of Hard to Treat against Dr. Ronald
Shinn in the amount of $201,620.01. As of the date of this prospectus, Dr. Shinn
has not paid any portion of this money judgment.

In the second significant ruling, the Court enter a judgment in favor of
Dr. Shinn and against Hard to Treat declaring that Dr. Shinn "was the lawful
owner of 350,000,000 shares of Hard to Treat shares should he choose to exercise
his right of ownership over these shares." As of June 13, 2006, the record date
for determining Hard to Treat shareholders entitled to participate in the stock
dividend and spin-off of Cavit Sciences, Dr. Shinn was not a record holder of
Hard to Treat shares nor had he exercised his right to ownership over any Hard
to Treat shares. Dr. Shinn will not participate in the stock dividend and
spin-off. Hard to Treat has appealed the judgment in favor of Dr. Shinn.

Management's best guess is that:

* As long as the judgment goes unpaid, Dr. Shinn will not exercise his
right of ownership over the 350,000,000 shares of Hard to Treat common
stock;
* If he does choose to exercise such rights, then Hard to Treat will
take Dr. Shinn's Hard to Treat shares in satisfaction of its judgment;
* Even if Dr. Shinn were to exercise his rights of ownership over Hard
to Treat shares, he would be doing so after the record date for the
stock dividend and would not be entitled to any Cavit shares; and
* The value of the money judgment against Dr. Shinn is greater than the
combined value of 350,000,000 Hard to Treat shares and 3,500,000 Cavit
shares at the present time.

However, in the event that management guesses wrong and Dr. Shinn paid
the money judgment to Hard to Treat and somehow ended up with 3,500,000 Cavit
shares, our shareholders would be substantially diluted in their ownership of
Cavit common stock. See "Risk Factors -- An individual who has a right to
ownership of a substantial number of shares of Hard to Treat common stock, but
who was not a holder of record of any Hard to Treat shares on June 13, 2006, the
record for the spin-off, may seek to have 3,500,000 shares of Cavit Sciences
common stock issued to him in which case the shareholders of Cavit Sciences
would be substantially diluted."

MANAGEMENT

Our executive officers are elected by the board of directors and serve at
the discretion of the board. All of the current directors serve until the next
annual shareholders' meeting or until their successors have been duly elected
and qualified. The following table sets forth certain information regarding our
current directors and executive officers:

Name Age Position Director Since
---- --- -------- --------------
Colm J. King 48 President, Chief Executive April 12, 2006
Officer and Director
Raymond S. Bazley 42 Director June 30, 2006
Dr. Christopher H. Brown 45 Director June 30, 2006
Harvey Judkowitz 61 Director May 1, 2006
Julio De Leon 55 Director May 1, 2006

Certain biographical information of our directors and officers is set forth
below.

COLM J. KING. Mr. King is also the President and Chief Executive Officer of
Hard to Treat Diseases, Inc, having been elected to those offices on October 30,
2003. From January 2003 until October 2003, Mr. King worked for Berkovits, Lago
& Company, LLP, a public accounting and consulting firm, where he provided audit
compliance and consulting services for that firm's publicly held clients. During
March 2002 through November 2002, Mr. King served as the Controller and Chief
Financial Officer for Peregrine Industries, Inc. (a manufacturer of swimming
pool heaters) where he managed accounting, prepared SEC filings and other
financial reporting. From November 2000 until March 2002, Mr. King served as the
Controller and Chief Financial Officer for NetGain Development, Inc. (an
internet development company) where he managed accounting and prepared SEC
filings. He received a B.S. in Business Administration from St. Thomas Acquinas
College and is a member of the American Institute of Certified Public
Accountants and the Florida Institute of Certified Public Accountants.

HARVEY JUDKOWITZ. Mr. Judkowitz is a Certified Public Accountant
licensed in both New York and Florida. From 1988 to date, Mr. Judkowitz has
conducted his own CPA practice. Mr. Judkowitz was the Chairman of the Board and

Chief Executive Officer of UniPro Financial Services, Inc. ("UPRO") from June
2003 until the Company was sold in September 2005. He currently serves on the
Board of Directors for the following publicly traded companies; The Singing
Machine, Inc. ("SMD"), and Hard To Treat Diseases, Inc. ("HTDS"). He is also the
chairman of the audit committee of SMD. In the past, he has served as Chief
Financial Officer of Claire's Stores and several other publicly traded
companies. Mr. Judkowitz graduated from Pace University in 1967 with a BBA in
Accounting. Over the past 20 years, Mr. Judkowitz has been a consultant to
assist several companies in going public and arranging short term financing
until the public money could be raised. He is a member of the American Institute
of Certified Public Accountants and the Florida Institute of Certified Public
Accountants.

JULIO DE LEON. Mr. De Leon is a Certified Public Accountant, Certified
Management Accountant and Certified in Financial Management. Mr. De Leon is the
owner of De Leon & Company, P.A., a Certified Public Accounting firm, which he
founded in June 2002. Mr. De Leon was Senior Manager of Weinberg & Company, PA,
a Certified Public Accounting firm, from June 2001 until June 2002, when he
formed De Leon & Company, P.A. In addition to being a partner in his accounting
firm, Mr. De Leon serves as a consultant to Hard to Treat. Mr. De Leon received
a bachelor's degree in business administration from Bernard Baruch College in
New York and his Master in Business Administration from the University of Miami.
He is a member of the American Institute of Certified Public Accountants, the
Florida Institute of Certified Public Accountants, the Institute of Management
Accountants and the Association of Fraud Examiners.

DR. CHRISTOPHER H. BROWN. Dr. Brown is a maxillofacial and cosmetic surgeon
and a principal at a surgery center. Dr. Brown serves as a consultant to Hard to
Treat. Dr. Brown completed his Residency at the University of Connecticut Health
Center in 1990 and has been in private practice since that time. He has
presented his research both nationally and internationally.

RAYMOND S. BAZLEY. Mr. Bazley is a self-employed, successful businessman.
Mr. Bazley has owned and operated Bazley's LLC, in its Feed, Tack, Pet and Vet
Stores from 1989 to 2005. Mr. Bazley is also the Chief Executive, Financial and
Operating Officer of RayMels LLC, a bar and restaurant. Mr. Bazley also serves
as a consultant to Hard to Treat. Mr. Bazley is also real estate investor.

COMMITTEES OF THE BOARD OF DIRECTORS

We currently have an audit committee and a compensation committee.

Audit Committee. The Audit Committee of the Board currently consists of
three members of our board of directors; Messrs. De Leon, Judkowitz and King.
The audit committee selects, on behalf of our board of directors, an independent
public accounting firm to be engaged to audit our financial statements, discuss
with the independent auditors their independence, review and discuss the audited
financial statements with the independent auditors and management and recommend
to our board of directors whether the audited financials should be included in
our annual reports to be filed with the SEC.

Compensation Committee. The Compensation Committee consists of the entire
board of directors. The Compensation Committee will review and must approve the
annual salary and other compensation of our executive officers and compensation
to our directors.

COMPENSATION OF DIRECTORS

Each of our five directors has been issued 100,000 restricted shares of our
common stock in consideration of their service on our board of directors. Any
future director compensation will be determined by our compensation committee.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION AND EMPLOYMENT CONTRACTS

We entered into an employment agreement with our President and Chief
Executive Officer, Colm J. King, as of May 1, 2006. The agreement covers a three
year term and provides for his annual cash compensation to be $180,000. The
agreement provides for salary increases of 10% on the first and second
anniversaries of the agreement, unless Cavit has no pre-tax consolidated net
income, in which case there will be no salary increase. Mr. King will also be
entitled to an annual incentive bonus equal to 5% of Cavit's pre-tax
consolidated net income. Mr. King will also participate in Cavit's other
employee benefits, as well. In addition, Mr. King will receive 50,000 shares of
restricted common stock at the beginning of each contract year. This agreement
may be terminated by Cavit with or without cause.

CODE OF ETHICS

On June 28, 2006, the Board of Directors adopted a written Code of Ethics
designed to deter wrongdoing and promote honest and ethical conduct, full, fair
and accurate disclosure, compliance with laws, prompt internal reporting and
accountability to adherence to the Code of Ethics.

STOCK OPTIONS AND WARRANTS

We do not have any outstanding stock options or warrants to purchase shares
of our common stock.

PRINCIPAL SHAREHOLDERS

To our knowledge, the following table sets forth, as of September 30, 2006,
information regarding the ownership of our common stock by:

* Persons who own more than 5% of our common stock
* each of our directors and each of our executive officers; and
* all directors and executive officers as a group.

The table sets forth our actual share ownership as of September 30, 2006,
and upon the completion of the spin-off. Each person has sole voting and
investment power with respect to the shares shown, except as otherwise noted.

Amount and Nature of Beneficial Ownership
-------------------------------------------------------
Name and Address Before Spin-off After Spin-off
of Beneficial Owner Number Percent Number Percent
------------------- ------ ------- ------ -------

Hard to Treat Diseases, Inc
100 East Linton Boulevard,
Suite 106B
Delray Beach, Florida 33483 8,475,000 80.58% 0 0%

Colm King
100 East Linton Boulevard,
Suite 106B
Delray Beach, Florida 33483 150,000 1.43% 2,000,000(1) 19.02%

Raymond Bazley
100 East Linton Boulevard,
Suite 106B
Delray Beach, Florida 33483 400,000 3.80% 701,500(2) 6.67%

Christopher Brown
100 East Linton Boulevard,
Suite 106B
Delray Beach, Florida 33483 500,000(3) 4.75% 1,470,000(4) 13.98%

Julio De Leon
100 East Linton Boulevard,
Suite 106B
Delray Beach, Florida 33483 100,000 *% 300,000(5) 2.85%

Harvey Judkowitz
100 East Linton Boulevard,
Suite 106B
Delray Beach, Florida 33483 100,000 *% 234,717(6) 2.23%

All officers and directors as a
group (5 persons) 1,250,000 11.88% 4,706,217 44.75%

- ----------
* Less than 1%.

(1) Includes 1,850,000 Cavit Shares received in the spin-off attributable to Mr.
King's 185,000,000 shares of Hard to Treat Diseases common stock.

(2) Includes 301,500 Cavit Shares received in the spin-off attributable to Mr.
Bazley's 30,150,000 shares of Hard to Treat Diseases common stock.

(3) Includes 400,000 Cavit Shares held of record in the name of Cortland Fund
LLC of which Dr. Brown is the sole beneficial owner. Dr. Brown is the record and
beneficial owner of 100,000 of Cavit shares.

(4) Dr. Brown is the record and beneficial owner of 270,000 of these shares
including 170,000 Cavit shares received in the spin-off attributable to Dr.
Brown's 17,000,000 shares of Hard to Treat Diseases common stock. and he is the
indirect beneficial owner of 1,200,000 of these shares. Cortland Fund LLC is the
record holder of 1,200,000 of these shares, including 800,000 Cavit shares
received by Cortland Fund LLC in the spin-off attributable to Cortland Fund
LLC's 80,000,000 shares of Hard to Treat Diseases common Stock.

(5) Includes 200,000 Cavit Shares received in the spin-off attributable to Mr.
De Leon's 20,000,000 shares of Hard to Treat Diseases common stock.

(6) Includes 110,717 Cavit Shares received in the spin-off attributable to Mr.
Judkowitz's 11,071,683 shares of Hard to Treat Diseases common stock.

There are no arrangements or understandings among the entities and
individuals referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.

MARKET PRICE OF AND DIVIDENDS ON CAVIT SCIENCES'
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

As of September 30 2006, Cavit had 14 shareholders of record. Following the
distribution of shares of our common stock pursuant to this prospectus, Cavit
will have approximately 3,100 shareholders of record, who will own 10,517,500
shares of our common stock.

There currently exists no public trading market for our common stock. We do
not expect a public trading market will develop until the spin-off has been
completed. There can be no assurance that a public trading market will develop
at that time or be sustained in the future. Without an active public trading
market, the dividend recipients may be unable to liquidate their shares of our
common stock without considerable delay, if at all. If a market does develop,
the price for our shares may be highly volatile and may bear no relationship to
our actual financial condition or results of operations. Factors we discuss in
this prospectus, including the many risks associated with an investment in our
company, may have a significant impact on the market price of our common stock.
Also, because of the relatively low price at which our common stock will likely
trade, many brokerage firms may not effect transactions in our common stock.

No dividends have ever been declared by our Board of Directors and we do
not anticipate paying any dividends in the foreseeable future.

At the present time, none of our shares of common stock are eligible for
sale under Rule 144 of the Securities and Exchange Commission and we do not
anticipate any Rule 144 eligibility for our shareholders until May 2007. We have
not granted registration rights to any of our shareholders. We do not have any
outstanding options or warrants to purchase, or securities convertible into, our
common equity. We have no plans to offer any of our securities in a public
offering in the future. However, we reserve the right to issue additional
securities in the future in private and public offerings.

We do not have any current stock option or other employee benefit plans
involving our common stock. However, Colm King, President of Cavit, will be
entitled to receive 50,000 shares of our common stock on May 1, 2007, and
another 50,000 shares on May 1, 2008, according to the terms of his employment
agreement with Cavit.

DESCRIPTION OF SECURITIES

OUR CAPITALIZATION

COMMON STOCK

We are authorized to issue 45,000,000 shares of common stock, par value
$0.01 per share. As of September 30, 2006, there were 10,517,500 shares of our
common stock issued and outstanding. Each share of common stock is entitled to
one vote per share for the election of directors and on all other matters
submitted to a vote of shareholders. There are no cumulative voting rights.
Common shareholders, in general, do not have preemptive rights or other rights
to subscribe for additional shares. However, certain of our shareholders have
contractual anti-dilution rights, as discussed below under "Anti-Dilution Rights
of Certain Shareholders." Our common stock is not subject to conversion or
redemption. In the event of liquidation, the holders of common stock will share
equally in any balance of corporate assets available for distribution to them.
Subject to the rights of holders of any other securities subsequently issued,
holders of our common stock are entitled to receive dividends when and as
declared by our board of directors out of funds legally available. We have not
paid any dividends since our inception and we have no intention to pay any
dividends in the foreseeable future. Any future dividends would be subject to
the discretion of the board of directors, who would take into account our future
earnings, the operating and financial condition, capital requirements and
general business conditions.

ANTI-DILUTION RIGHTS OF CERTAIN SHAREHOLDERS

In connection with a private offering of our common stock in May 2006,
Cavit granted certain anti-dilution rights to the four investors who subscribed
to the offering. These four investors own a combined 11.77% of our issued and
outstanding shares of common stock. Cavit agreed to protect these four investors
against percentage dilution in their ownership of common stock in the event
Cavit issues shares of common stock in the future in non-capital raising
transactions. For example, if Cavit issues shares of its common stock for
services rendered or in bartering transactions, then Cavit would have to issue
additional shares of its common stock to these four individuals necessary to
maintain their percentage ownership positions. If Cavit sells shares of its
common stock in private and/or public offerings, then these four individuals
would not be entitled to dilution protection. However, these individuals would
have certain rights of first refusal as described below.

RIGHTS OF FIRST REFUSAL OF CERTAIN SHAREHOLDERS

In connection with a private offering of our common stock in May 2006,
Cavit granted the four investors certain rights of first refusal in the event of
future offerings of our common stock. These four investors, who own a combined
11.77 % of our issued and outstanding shares of common stock, have rights of
first refusal to purchase each investor's pro rata portion of shares offered in
any future offerings on the identical terms and conditions attached by Cavit to
such offerings.

PREFERRED STOCK

We are authorized to issue 5,000,000 shares of preferred stock, par value
$0.01 per share. As of September 30, 2006, we had no shares of preferred stock
issued and outstanding. Our board of directors may issue one or more series of
preferred stock. If we decide to issue any preferred stock, our board of
directors will determine the number of shares and the rights, preferences and
limitations of each series. These rights, preferences and limitations may
include specific designations, number of shares, dividend, liquidation,
redemption and voting rights.

WARRANTS AND OPTIONS

We have no outstanding stock options or warrants.

REPORTS TO SHAREHOLDERS

We intend to furnish our shareholders with annual reports which will
describe the nature and scope of our business and operations for the prior year
and will contain a copy of our audited financial statements for its most recent
fiscal year.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company has the authority under Section 607.0850 of the Florida
Business Corporation Act ("FBCA") to indemnify its directors and officers to the
extent provided for in such statute. The FBCA provides, in part, that a
corporation may indemnify a director or officer or other person who was, is or
is threatened to be made a named defendant or respondent in a proceeding because
such person is or was a director, officer, employee or agent of the corporation,
if it is determined that such person: (1) conducted himself in good faith; (2)
reasonably believed, in the case of conduct in his official capacity as a
director or officer of the corporation, that his conduct was in the
corporation's best interest and, in all other cases, that his conduct was at
least not opposed to the corporation's best interests; and (3) in the case of
any criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful.

A corporation may indemnify a person under the FBCA against judgments,
penalties, including excise and similar taxes, fines, settlement, unreasonable
expenses actually incurred by the person in connection with the proceeding. If
the person is found liable to the corporation or is found liable on the basis
that personal benefit was improperly received by the person, the indemnification
is limited to reasonable expenses actually incurred by the person in connection
with the proceeding, and shall not be made in respect of any proceeding in which
the person shall have been found liable for willful or intentional misconduct in
the performance of his duty to the corporation. The corporation may also pay or
reimburse expenses incurred by a person in connection with his appearance as a
witness or other participation in a proceeding at a time when he is not a named
defendant or respondent in the proceeding.

The Company's Articles of Incorporation provide that none of its directors
shall be personally liable to the Company or its shareholders for monetary
damages for an act or omission in such director's capacity as a director;
provided, however, that the liability of such director is not limited to the
extent that such director is found liable for (1) a breach of the director's
duty of loyalty to the Company or its shareholders, (2) an act or omission not
in good faith that constitutes a breach of duty of the director to the Company
or an act or omission that involves intentional misconduct or a knowing
violation of the law, (3) a transaction from which the director received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office, or (4) an act or omission for which
the liability of the director is expressly provided by an applicable statute.

The Company believes that these provisions will assist it in attracting and
retaining qualified individuals to serve as executive officers and directors.
The inclusion of these provisions in the Company's Articles of Incorporation may
have the effect of reducing a likelihood of derivative litigation against the
Company's directors and may discourage or deter shareholders or management from
bringing a lawsuit against directors for breach of their duty of care, even
though such an action, if successful, might otherwise have benefited us or our
shareholders.

The Company's Articles of Incorporation provide that the Company may
indemnify its officers, directors, agents and any other persons to the fullest
extent permitted by the FCBA.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or
certified any part of this prospectus or having given an opinion upon the
validity of the securities being registered or upon other legal matters in
connection with the registration or offering of the common stock was employed on
a contingency basis, or had, or is to receive, in connection with the offering,
a substantial interest, direct or indirect, in us. Nor was any such person
connected with us as a promoter, managing or principal underwriter, voting
trustee, director, officer, or employee.

LEGAL MATTERS

The validity of the common stock offered by this prospectus was passed upon
for us by David E. Wise, Esq., Attorney at Law, Fair Oaks Ranch, Texas.

EXPERTS

The financial statements for the period from April 12, 2006 (date of
inception) to June 30 2006 included in this prospectus have been audited by
Infante & Company, independent registered public accounting firm, as stated in
their report appearing herein.

TRANSFER AGENT

Our transfer agent is Gulf Registrar and Transfer Corporation. The address
is Route 1, Box 2374, 2542 Cliff Drive, Dickinson, Texas 77539.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form SB-2 we filed
with the Securities and Exchange Commission. This prospectus does not contain
all of the information contained in the registration statement and all of the
exhibits and schedules thereto. For further information about Cavit Sciences,
Inc., please see the complete registration statement. Summaries of agreements or
other documents in this prospectus are not necessarily complete. Please refer to
the exhibits to the registration statement for complete copies of such
documents.

We will file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission under the
Securities Exchange Act of 1934. You may read and copy the registration
statement, including exhibits and schedules filed with it, at the SEC's public
reference facilities in Room 1580, 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the public reference room in
Washington, D.C. by calling the Securities and Exchange Commission at
1-800-SEC-0330.

UPON THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT OF WHICH THIS
PROSPECTUS IS A PART, WE WILL BEGIN FILING INFORMATION ELECTRONICALLY WITH THE
SECURITIES AND EXCHANGE COMMISSION. OUR SECURITIES AND EXCHANGE COMMISSION
FILINGS WILL ALSO BECOME AVAILABLE FROM THE SECURITIES AND EXCHANGE COMMISSION'S
INTERNET SITE AT HTTP://WWW.SEC.GOV, WHICH CONTAINS REPORTS, PROXY AND
INFORMATION STATEMENTS AND OTHER INFORMATION REGARDING ISSUERS THAT FILE
ELECTRONICALLY.

INDEX TO FINANCIAL STATEMENTS

CAVIT SCIENCES, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

June 30, 2006

Page
----

Reports of Independent Registered Public Accounting Firms................. F-2

FINANCIAL STATEMENTS

Balance Sheet............................................................. F-3

Statement of Operations................................................... F-4

Statement of Stockholders' Equity......................................... F-5

Statement of Cash Flows................................................... F-6

Notes to Financial Statements............................................. F-7

F-1

Report of Independent Registered Public Accounting Firm

To the board of directors and shareholders of
Cavit Sciences, Inc.

We have audited the accompanying balance sheet of Cavit Sciences, Inc. as of
June 30, 2006 and the related statements of operations, stockholders' equity and
cash flows for the period April 12, 2006 (inception) to June 30, 2006. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cavit Sciences, Inc. as of June
30, 2006, and the results of its operations and its cash flows for the period
April 12, 2006 (inception) to June 30, 2006 in conformity with accounting
principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As more fully described in Note 1 to
the financial statements, the Company has working capital of $27,067, but has
incurred losses since inception of $200,295 and has yet to achieve a profit. The
Company is working on various alternatives to improve the Company's financial
resources which are also described in Note 1. Absent the successful completion
of one of these alternatives, the Company's operating results will increasingly
become uncertain. These conditions raise substantial doubt about the Company's
ability to continue as a going concern; however, 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 outcome of this uncertainty.

/s/ Infante & Company
- -----------------------------
Hollywood, Florida
July 31, 2006

F-2

CAVIT SCIENCES, INC.
(A Development Stage Company)
BALANCE SHEET
June 30, 2006

ASSETS

Current
Cash $ 49,562.00
Due from parent 13,000.00
------------
Total Current Assets 62,562.00
------------

Intellectual property rights 56,997.00
------------

Total Assets $ 119,559.00
============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Current
Accrued liabilities $ 35,495.00
------------
Total Current Liabilities 35,495.00
------------

STOCKHOLDERS' EQUITY

Preferred Stock - $.01 par value; 5,000,000 shares authorized,
none issued or outstanding at June 30, 2006 --
Common Stock - $.01 par value; 45,000,000 shares authorized,
10,517,500 shares issued and outstanding at June 30, 2006 105,175.00
Additional Paid in Capital 179,184.00
Deficit Accumulated During the Development Stage (200,295.00)
------------
Total Stockholders' Equity 84,064.00
------------

Total Liabilities and Stockholders' Equity $ 119,559.00
============

The Accompanying Notes are an Integral Part of These Financial Statements

F-3

CAVIT SCIENCES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the period from April 12, 2006 (Date of Inception) to June 30, 2006

April 12, 2006
(Date of
Inception) to
June 30, 2006
-------------

Revenue $ --

Purchased Research and Development cost 88,462.00
Expenses 111,833.00
--------------

Net loss for the period $ (200,295.00)
==============

Loss per share
Loss per share basic and diluted $ (.049)

Weighted average shares outstanding 4,072,000

The Accompanying Notes are an Integral Part of These Financial Statements

F-4

CAVIT SCIENCES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from April 12, 2006 (Date of Inception) to June 30, 2006

Deficit
Accumulated
Additional During
Preferred Stock Common Stock Paid in Development
Description Shares Amount Shares Amount Capital Stage Total
----------- ------ ------ ------ ------ ------- ----- -----

4/12/06 Issuance to director at par -- $ -- 100,000 $ 1,000.00 $ -- $ -- $ 1,000.00

5/1/06 Issuance to directors at par 200,000 2,000.00 2,000.00

5/1/06 Issuance to employee for service 50,000 500.00 500.00

5/12/06 Sale of stock at $.08 37,500 375.00 2,625.00 3,000.00

5/23/06 Sale of stock at $.08 300,000 3,000.00 21,000.00 24,000.00

5/24/06 Issuance of stock at $.08
for legal services 200,000 2,000.00 14,000.00 16,000.00

5/25/06 Sale of stock at $.08 150,000 1,500.00 10,500.00 12,000.00

5/31/06 Issuance of stock for
Intellectual property rights at $.017 8,475,000 84,750.00 60,709.00 145,459.00

6/14/06 Sale of stock at $.08 750,000 7,500.00 52,500.00 60,000.00

6/29/06 Issuance of stock at $.08 for
Medical Advisory Fees 55,000 550.00 3,850.00 4,400.00

6/30/06 Issuance to Directors at $.08 200,000 2,000.00 14,000.00 16,000.00

Net loss for the period (200,295.00) (200,295.00)
------ ------- ----------- ----------- ----------- ------------ -------------
Balance June 30, 2006 -- $ -- 10,517,500 $105,175.00 $179,184.00 $(200,295.00) $ 84,064.00
====== ======= =========== =========== =========== ============ =============

The Accompanying Notes are an Integral Part of These Financial Statements

F-5

CAVIT SCIENCES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period from April 12, 2006 (Date of Inception) to June 30, 2006

April 12, 2006
(Inception) to
June 30, 2006
-------------
Operating Activities
Net loss for the period $(200,295)
Change in non-cash working capital balance related
to operations:
Stock issued for services 39,900
Purchased Research and Development cost 88,462
Changes in assets and liabilities:
Increase in receivables from parent (13,000)
Increase in accrued expenses 35,495
---------
Cash used in operating activities (49,438)
---------

Investing Activity --
---------
Cash used in investing activity --
---------
Financing Activity
Sale of stock for cash 99,000
---------
Cash provided by financing activity 99,000
---------

Increase in cash during the period 49,562

Cash, beginning of the period --
---------
Cash, end of the period $ 49,562
=========

The Company did not pay any amounts for interest or income taxes during the
period ended June 30, 2006.

Non-cash Activity:

During the period ended June 30, 2006 the Company issued 8,475,000 shares of
common stock to acquire rights to three patent applications from it's parent
corporation for $145,459 consisting of $56,997.00 of intellectual property
rights and $88,462.00 of purchased research and development cost.

The Accompanying Notes are an Integral Part of These Financial Statements

F-6

CAVIT SCIENCES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2006

Note 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Cavit Sciences, Inc. ("The Company" or "Cavit") is in the development
stage and is in the process of acquiring and developing intellectual
property rights to treat cancer and viral diseases. The Company plans to
market such rights to major drug companies. Cavit was incorporated on
April 12, 2006 under the laws of the State of Florida, as a wholly owned
subsidiary of Hard to Treat Diseases ("Parent"), and was spun-off as a
separate entity from Parent on June 13, 2006.

At June 30, 2006, the Company has working capital of $27,067 and has
incurred losses since inception totalling $200,295 and has yet to achieve
profitable operations. The Company's ability to continue as a going
concern is dependent on raising additional capital to fund future
operations and ultimately to attain profitable operations. Accordingly,
these factors raise substantial doubt as to the Company's ability to
continue as a going concern. These financial statements do not give
affect to adjustments that would be necessary to the carrying values and
classification of assets and liabilities should the Company be unable to
continue as a going concern. Management plans to continue to provide for
its capital needs during the year ending December 31, 2006 by issuing
equity securities or by pursuing alternative financing, however, there
are no assurances that management's plans will be attained.

The financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States of
America. Because a precise determination of many assets and liabilities
is dependent upon future events, the preparation of financial statements
for a period necessarily involves the use of estimates which have been
made using careful judgment. Actual results may vary from these
estimates.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all
investments purchased with a maturity of three months or less to be cash
equivalents.

CONCENTRATION OF CREDIT RISK

The Company has no significant off-balance-sheet concentrations of credit
risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements. The Company maintains the majority of its
cash balances with one financial institution, in the form of demand
deposits.

F-7

CAVIT SCIENCES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2006

DEVELOPMENT STAGE COMPANY

The Company complies with Financial Accounting Standards Board Statement
No. 7 and for its characterization of the Company as a Development Stage
Company.

FINANCIAL INSTRUMENTS

The carrying value of cash and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. It is management's opinion that the Company is not exposed
to significant interest, currency or credit risks arising from these
financial instruments.

INCOME TAXES

The Company accounts for income taxes under the Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement
109"). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

LONG-LIVED ASSETS

The Company accounts for long-lived assets under the Statements of
Financial Accounting Standards Nos. 142 and 144 "Accounting for Goodwill
and Other Intangible Assets" and "Accounting for Impairment or Disposal
of Long-Lived Assets" ("SFAS No. 142 and 144"). In accordance with SFAS
No. 142 and 144, long-lived assets, goodwill and certain identifiable
intangible assets held and used by the Company are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. For purposes of
evaluating the recoverability of long-lived assets, goodwill and
intangible assets, the recoverability test is performed using
undiscounted net cash flows related to the long-lived assets.

LOSS PER SHARE

Basic and diluted net loss per common share is computed based upon the
weighted average common shares outstanding as defined by Financial
Accounting Standards No. 128, "Earnings Per Share." As of June 30, 2006,
there were no dilutive securities outstanding.

SHARE-BASED PAYMENT

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment,"
("SFAS 123R"), which revises SFAS No. 123, "ACCOUNTING FOR STOCK-BASED
COMPENSATION." SFAS 123R supersedes APB Opinion No. 25, "ACCOUNTING FOR

F-8

CAVIT SCIENCES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2006

STOCK ISSUED TO EMPLOYEES," and its related implementation guidance. SFAS
123R establishes standards for the accounting for transactions in which
an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. SFAS 123R does not
change the accounting guidance for share-based payment transactions with
parties other than employees provided in SFAS No. 123 as originally
issued and EITF Issue No. 96-18, "ACCOUNTING FOR EQUITY INSTRUMENTS THAT
ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH
SELLING, GOODS OR SERVICES." SFAS 123R is effective for the first interim
or annual reporting period of the company's first fiscal year that begins
on or after June 15, 2005. The Company has implemented this pronouncement
effective April 12, 2006, where applicable.

In March 2005, the U.S. Securities and Exchange Commission, or SEC,
released Staff Accounting Bulletin No. 107, "SHARE-BASED PAYMENTS," ("SAB
107"). The interpretations in SAB 107 express views of the SEC staff, or
staff, regarding the interaction between SFAS 123R and certain SEC rules
and regulations, and provide the staff's views regarding the valuation of
share-based payment arrangements for public companies. In particular, SAB
107 provides guidance related to share-based payment transactions with
non-employees, the transition from nonpublic to public entity status,
valuation methods (including assumptions such as expected volatility and
expected term), the accounting for certain redeemable financial
instruments issued under share-based payment arrangements, the
classification of compensation expense, non-GAAP financial measures,
first-time adoption of SFAS 123R in an interim period, capitalization of
compensation cost related to share-based payment arrangements, the
accounting for income tax effects of share-based payment arrangements
upon adoption of SFAS 123R, the modification of employee share options
prior to adoption of SFAS 123R and disclosures in Management's Discussion
and Analysis subsequent to adoption of SFAS 123R. SAB 107 requires
stock-based compensation be classified in the same expense lines as cash
compensation is reported for the same employees. The Company and
management have adopted SAB 107 in conjunction with SFAS 123R.

Note 2 RELATED PARTIES

On May 31, 2006, the Company entered an Asset Purchase Agreement with
Parent to acquire intellectual property rights relating to three patent
applications. In exchange for the intellectual property rights, the
Company issued 8,475,000 shares of common stock to Parent at $0.017 per
share. The Company recorded this transaction on its books at Parent's
historical cost value of $145,459; comprised of $56,997, which is the
capitalized portion of the intellectual property relating to legal costs
and $88,462 of research and development expenses. The Company analyzed
the value of the intellectual property rights at June 30, 2006 and no
impairment charge was recorded for the period.

On June 1, 2006 the Company entered into a management advisory and
support agreement for a twelve month period with its parent company Hard
to Treat Diseases for $1,000 per month which includes the use of office
space.

F-9

CAVIT SCIENCES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2006

During the period April 12, 2006 (inception) to June 30, 2006, Parent
collected funds on behalf of the Company and repaid certain expenses on
the Company's behalf. At June 30, 2006, the net balance due from the
Parent to the Company was $13,000.

Note 3 ACCRUED LIABILITIES

The Company accrued two month's salary and related employment taxes for
the President pursuant to his employment agreement.

Note 4 INCOME TAXES

As of June 30, 2006, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $200,295 that may be
offset against future taxable income through 2026. Current tax laws limit
the amount of loss available to be offset against future taxable income
when a substantial change in ownership occurs. Therefore, the amount
available to offset future taxable income may be limited. No tax benefit
has been reported in the financial statements, because the Company
believes there is a 50% or greater chance the carryforwards will expire
unused. Accordingly, the potential tax benefits of the loss carryforwards
are offset by a valuation allowance of the same amount

2006
---------
Deferred tax assets:
Net operating loss carryforwards $ 200,295
---------
Gross deferred tax assets 68,000
Less: valuation allowance (68,000)
---------
Net deferred tax asset $ --
=========

Note 5 STOCKHOLDERS' EQUITY

The Company is authorized to issue 5,000,000 shares of preferred stock
$.01 par value and 45,000,000 shares of common stock $.01 par value. The
Board of Directors may make the provisions of the preferred stock prior
to issuance. As of June 30, 2006 no shares of preferred stock have been
issued.

During the period ended June 30, 2006 the Company issued 10,517,500
shares of common stock to pay for services, for cash, and to acquire
patent application rights. There are no options or warrants issued as of
June 30, 2006.

Note 6 COMMITMENTS

The Company has executed a three year employment agreement with it's
President and CEO. The agreement began on May 1, 2006. The agreement
calls for annual compensation of $180,000, Annual increases of 10% on the
prior year's base salary, 50,000 shares of restricted common stock, and
the other benefits standard to an executive employee.

F-10

CAVIT SCIENCES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2006

Note 7 PATENT ACQUISITION INFORMATION

On May 31, 2006, the Company acquired intellectual property rights from
its Parent consisting of three patent applications. The Company paid
$145,459 by issuing 8,475,000 shares of its common stock at $.017 value.
The value paid for such intellectual property consisted of $56,997 of
legal fees and $88,462 of purchased research and development costs
("R&D"). The Company did not pay for the Parent's overhead expenses
related to R&D. Such costs amounted to $47,060 for the period from
January 1, 2004 to May 31, 2006 when the Parent began to expend resources
to develop such intellectual property rights.

Note 8 SUBSEQUENT EVENTS

On July 7, 2006 the Company entered into an assignment agreement whereby
it acquired a portion of the rights to a patent application entitled,
"Methods and Compositions for Treatment of Viral Infections". The Company
acquired such rights for $30,000 with a down payment of $10,000 and two
subsequent $10,000 payments through May 10, 2007.

F-11

We have not authorized any dealer, salesperson or other person to provide
any information or make any representations about Cavit Sciences, Inc., except
the information or representations contained in this prospectus. You should not
rely on any additional information or representations if made.

This prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy any securities:

* except the common stock covered by this prospectus

* in any jurisdiction in which the distribution, offer or solicitation
is not authorized

* in any jurisdiction where the dealer or other salesperson is not
qualified to make the offer or solicitation;

* to any person who is not a United States resident or who is outside
the jurisdiction of the United States

The delivery of this prospectus or any accompanying sale does not imply
that:

* there have been no changes in the affairs of Cavit Sciences, Inc.
after the date of this prospectus; or

* the information contained in this prospectus is correct after the date
of this prospectus.

Until _________, 2006, all dealers effecting transactions in the registered
securities, whether or not participating in this distribution, may be required
to deliver a prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters.

PROSPECTUS

8,475,000 SHARES OF COMMON STOCK

CAVIT SCIENCES, INC.

__________, 2006

PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Florida Business Corporation Act provides that a person who is
successful on the merits or otherwise in defense of an action because of service
as an officer or director or a corporation, such person is entitled to
indemnification of expenses actually and reasonably incurred in such defense.
F.S. 607.0850(3)

Such act also provides that the corporation may indemnify an officer or
director, advance expenses, if such person acted in good faith and in a manner
the person reasonably believed to be in, or not opposed to, the best interests
of the corporation and, with respect to a criminal action, had no reasonable
cause to believe his conduct was unlawful. F.S. 607.0850 (1) and (2).

A court may order indemnification of an officer or director if it
determines that such person is fairly and reasonably entitled to such
indemnification in view of all the relevant circumstances. F.S. 607.0850 (9).

Article IX of our amended Articles of Incorporation authorize us to
indemnify our officers and directors to the fullest extent authorized by the
Florida Business Corporation Act.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed hereby in the
Securities Act and we will be governed by the final adjudication of such issue.

II-1

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with the issuance
and distribution of the securities offered hereby.

Registration Fee $ 2.99
Printing Expenses $ 4,975.00
Legal Fees and Expenses $48,000.00
Accounting Fees and Expenses $ 7,650.00
Blue Sky Fees and Expenses $ 2,360.00
Transfer Agent Fees and Expenses $ 8,414.00
Misc $ 3,000.00*
----------
Total $74,401.99
==========
- ----------
* Estimated

ITEM 26. SALES OF UNREGISTERED SECURITIES

Since its incorporation on April 12, 2006, Cavit has issued the following
securities without registration under the Securities Act of 1933:

Cavit issued 8,475,000 shares of its common stock to Hard to Treat
Diseases, Inc. in exchange for certain patent application rights. The value of
these 8,475,000 shares was determined to be $145,459.

Cavit issued an aggregate of 1,237,500 shares of its common stock to four
accredited investors in exchange for an aggregate cash consideration of $99,000.

Cavit issued 200,000 shares of its common stock to an attorney in partial
consideration for legal services rendered in the preparation of this
registration statement. The value of the common stock issued in consideration of
such legal services was $16,000.

Cavit issued 25,000 shares of its common stock to its two medical advisors
for a total of 50,000 shares. Cavit issued 5,000 shares to the provider of a
medical substance sample for testing purposes. The aggregate value of the common
stock issued to these three individuals was $4,400.

Cavit issued 50,000 shares to Colm J. King pursuant to his employment
agreement with Cavit and the value of such shares was $500.

Cavit issued 100,000 shares to each of its five directors as director
compensation for a total of 500,000 shares. 300,000 of these shares were valued
at $.01 per share and 200,000 shares were valued at $.08 per share. The
aggregate value of these 500,000 shares was $19,000.

The Company believes that all of the above transactions were transactions
not involving any public offering within the meaning of Section 4(2) of the
Securities Act of 1933, as amended, since (a) each of the transactions involved
the offering of such securities to a substantially limited number of persons;
(b) each person took the securities as an investment for his/her/its own account
and not with a view to distribution; (c) each person had access to information
equivalent to that which would be included in a registration statement on the
applicable form under the Securities Act of 1933, as amended; (d) each person

II-2

had knowledge and experience in business and financial matters to understand the
merits and risks of the investment; and (e) appropriate restrictive legends were
placed on all stock certificates. Therefore, no registration statement needed to
be in effect prior to such issuances.

ITEM 27. EXHIBITS

Exhibit No. Description
- ----------- -----------
3(i).1* Articles of Incorporation of Cavit Sciences, Inc. filed April 12,
2006, with the Secretary of State of Florida.

3(i).2* Articles of Amendment to the Articles of Incorporation of Cavit
Sciences, Inc. filed on June 9, 2006 with the Secretary of State of
Florida.

3(ii)* By-Laws of Cavit Sciences, Inc.

4.1* Common Stock Purchase Agreement dated as of May 23, 2006, by and
between Cavit Sciences, Inc. and Raymond S. Bazley.

4.2* Common Stock Purchase Agreement dated as of May 12, 2006, by and
between Cavit Sciences, Inc. and Robert Hennen.

4.3* Common Stock Purchase Agreement dated as of May 25, 2006, by and
between Cavit Sciences, Inc. and Cortland Fund LLC.

4.4* Common Stock Purchase Agreement dated as of June 14, 2006, by and
between Cavit Sciences, Inc. and Margaret Smyth.

4.5*(a) Asset Purchase Agreement dated as of May 31, 2006, by and between
Cavit Sciences, Inc. and Hard to Treat Diseases, Inc.

4.6+ Cavit Sciences, Inc. Certificate of Common Stock

4.7* Management, Advisory and Support Agreement dated as of June 1, 2006,
by and between Cavit Sciences, Inc. and Hard to Treat Diseases, Inc.

4.8*(a) Assignment Agreement between Dr. Leland Shapiro and Cavit Sciences,
Inc. dated July 7, 2006.

5.1* Opinion of David E. Wise, Esq., Attorney at Law

10.1 * Employment Agreement dated May 1, 2006, between Cavit Sciences,
Inc. and Colm J. King.

14* Code of Ethics

23.1+ Consent of Infante & Company

23.2 * Consent of David E. Wise, Esq. (contained in Exhibit 5.1)

24 Power of Attorney (pursuant to which amendments to the Registration
Statement may be filed)

- ---------------
* Previously filed.
+ Filed herewith.
(a) Certain confidential portions of this Exhibit were omitted by means of
marking such portions with an asterisk ("Mark"). This Exhibit has been
filed separately with the Secretary of the SEC without the Mark pursuant to
Registrant's Application Requesting Confidential Treatment under Rule 406
under the Securities Act of 1933, for which confidential treatment was
granted until August 31, 2007.

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ITEM 28. UNDERTAKINGS

The undersigned Registrant hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
the securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed with
the Commission pursuant to Rule 424(b) under the Securities Act if, in
the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement, and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned small business issuer
under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned undertakes that in a primary offering of securities
of the undersigned small business issuer pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned small business issuer
will be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small
business issuer relating to the offering required to be filed pursuant
to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned small business issuer or used or
referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned small
business issuer or its securities provided by or on behalf of the
undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by
the undersigned small business issuer to the purchaser.

II-4

Insofar as indemnification for liabilities arising under the Securities Act
may be available to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred and paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered hereby,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form SB-2 and has duly caused this
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Delray Beach, State of
Florida, on the 11th day of October, 2006.

Cavit Sciences, Inc.

By: /s/ Colm J. King
--------------------------------
Colm J. King
President and
Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Colm J. King President October 11, 2006
- ------------------------------ Chief Executive Officer
(principal executive officer)
Chief Financial Officer
(principal financial and accounting
officer) Director

* Director October 11, 2006
- ------------------------------
Raymond S. Bazley

* Director October 11, 2006
- ------------------------------
Dr. Christopher H. Brown

* Director October 11, 2006
- ------------------------------
Harvey Judkowitz

* Director October 11, 2006
- ------------------------------
Julio De Leon

* By: Attorney-in-fact October 11, 2006

/s/ Colm J. King
- ------------------------------
Colm J. King
Attorney-in-fact

II-5

INDEX TO EXHIBITS

Exhibit No. Description
- ----------- -----------
3(i).1* Articles of Incorporation of Cavit Sciences, Inc. filed April 12,
2006, with the Secretary of State of Florida.

3(i).2* Articles of Amendment to the Articles of Incorporation of Cavit
Sciences, Inc. filed on June 9, 2006 with the Secretary of State of
Florida.

3(ii)* By-Laws of Cavit Sciences, Inc.

4.1* Common Stock Purchase Agreement dated as of May 23, 2006, by and
between Cavit Sciences, Inc. and Raymond S. Bazley.

4.2* Common Stock Purchase Agreement dated as of May 12, 2006, by and
between Cavit Sciences, Inc. and Robert Hennen.

4.3* Common Stock Purchase Agreement dated as of May 25, 2006, by and
between Cavit Sciences, Inc. and Cortland Fund LLC.

4.4* Common Stock Purchase Agreement dated as of June 14, 2006, by and
between Cavit Sciences, Inc. and Margaret Smyth.

4.5*(a) Asset Purchase Agreement dated as of May 31, 2006, by and between
Cavit Sciences, Inc. and Hard to Treat Diseases, Inc.

4.6+ Cavit Sciences, Inc. Certificate of Common Stock

4.7* Management, Advisory and Support Agreement dated as of June 1, 2006,
by and between Cavit Sciences, Inc. and Hard to Treat Diseases, Inc.

4.8*(a) Assignment Agreement between Dr. Leland Shapiro and Cavit Sciences,
Inc. dated July 7, 2006.

5.1* Opinion of David E. Wise, Esq., Attorney at Law

10.1 * Employment Agreement dated May 1, 2006, between Cavit Sciences,
Inc. and Colm J. King.

14* Code of Ethics

23.1+ Consent of Infante & Company

23.2 * Consent of David E. Wise, Esq. (contained in Exhibit 5.1)

24 Power of Attorney (pursuant to which amendments to the Registration
Statement may be filed)