As filed with the Securities and Exchange Commission on June 11, 2008
Registration No. 333-_______
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CAVIT SCIENCES, INC.
(Exact name of registrant as specified in 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)

1600 South Dixie Highway, Suite 500
Boca Raton, Florida 33432
(561) 544-6988
(Address and telephone number of principal executive offices
and principal place of business)

Colm J. King, President and Chief Executive Officer
1600 South Dixie Highway, Suite 500
Boca Raton, Florida 33432
(561) 544-6988
(Name, address and telephone number of agent for service)

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: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accredited filer, or a smaller reporting company.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]

CALCULATION OF REGISTRATION FEE

===================================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share(1) Price Fee
- ---------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value (2) 2,500,000 $ .15 $ 375,000 $ 14.74
Common Stock, $0.01 par value (3) 250,000 $ .40 $ 100,000 $ 3.93
Common Stock, $.01 par value (4) 250,000 $ .60 $ 150,000 $ 5.89
Common Stock, $.01 par value (5) 250,000 $ .80 $ 200,000 $ 7.86
Common Stock, $.01 par value (6) 350,000 $1.00 $ 350,000 $ 13.76
Common Stock, $.01 par value (7) 350,000 $1.25 $ 437,500 $ 17.19
Common Stock, $.01 par value (8) 350,000 $1.50 $ 525,000 $ 20.63
Common Stock, $.01 par value (9) 350,000 $1.75 $ 612,500 $ 24.07
Common Stock, $.01 par value (10) 313,334 $ .55 $ 172,334 $ 6.77
Common Stock, $.01 par value (11) 500,000 $2.00 $1,000,000 $ 39.30
Common Stock, $.01 par value (12) 350,000 $3.00 $1,050,000 $ 41.27
- ---------------------------------------------------------------------------------------------------

Totals 5,813,334 $4,972,334 $195.41
===================================================================================================

(1) This amount has been calculated based upon Rule 457 and the amount is only
for purposes of determining the registration fee. The actual amount
received by a selling shareholder will be based upon fluctuating market
prices once the securities are quoted on the OTC Bulletin Board.
(2) Represents shares of common stock offered for resale by shareholders of
record beginning when this Registration Statement becomes effective.
(3) Represents shares of common stock underlying Class A warrants exercisable
into shares of the Registrant's common stock at an exercise price of $.40
per share, expiring July 11, 2008.
(4) Represents shares of common stock underlying Class B warrants exercisable
into shares of the Registrant's common stock at an exercise price of $.60
per share, expiring October 11, 2008.
(5) Represents shares of common stock underlying Class C warrants exercisable
into shares of the Registrant's common stock at an exercise price of $.80
per share, expiring January 11, 2009.
(6) Represents shares of common stock underlying Class D warrants exercisable
into shares of the Registrant's common stock at an exercise price of $1.00
per share, expiring April 11, 2009.
(7) Represents shares of common stock underlying Class E warrants exercisable
into shares of the Registrant's common stock at an exercise price of $1.25
per share, expiring July 11, 2009.
(8) Represents shares of common stock underlying Class F warrants exercisable
into shares of the Registrant's common stock at an exercise price of $1.50
per share, expiring October 11, 2009.
(9) Represents shares of common stock underlying Class G warrants exercisable
into shares of the Registrant's common stock at an exercise price of $1.75
per share, expiring January 11, 2010.
(10) Represents shares of common stock underlying Class H warrants exercisable
into shares of the Registrant's common stock at an exercise price of $.55
per share, expiring October 26, 2012.
(11) Represents shares of common stock underlying Class I warrants exercisable
into shares of the Registrant's common stock at an exercise price of $2.00
per share, expiring January 11, 2011.
(12) Represents shares of common stock underlying Class J warrants exercisable
into shares of the Registrant's common stock at an exercise price of $3.00
per share, expiring January 11, 2012.

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. 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 JUNE 6, 2008

PROSPECTUS

CAVIT SCIENCES, INC.

2,500,000 Shares of Common Stock

3,313,334 Shares of
Common Stock Underlying Warrants

This prospectus relates to the offer and sale, from time to time, of up to
5,813,334 shares of our common stock ("Common Stock") of Cavit Sciences, Inc., a
Florida corporation ("Cavit"), held by or issuable to the selling shareholders
listed beginning on page 38 of this prospectus ("Selling Shareholders"). The
Common Stock being offered by the Selling Shareholders are currently issued and
outstanding or issuable upon exercise of outstanding warrants ("Warrants"). See
"Selling Shareholders."

We are not selling any Common Stock in this offering. We will not receive
any proceeds from the sale of the shares covered by this prospectus, but we will
receive amounts from the holders of the Warrants upon their exercise. All of the
proceeds from the sale of the Common Stock by the Selling Shareholders will be
for the respective accounts of the Selling Shareholders. All costs associated
with this registration will be borne by us. References in this prospectus to the
"Company," "Cavit Sciences," "we," "our" or "us" refer to Cavit Sciences, Inc.

The Selling Shareholders are offering for sale from time to time shares of
Common Stock at prices established on the Over-the-Counter Bulletin Board during
the term of this offering, or as otherwise described in "Plan of Distribution."
Our common stock is quoted on the Over-the-Counter Bulletin Board under the
symbol "CVIT.OB." On June 6, 2008, the last reported sale of price of our common
stock was $.15. This price will fluctuate based on the demand for the shares of
our common stock.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. WE URGE YOU
TO READ THE "RISK FACTORS" BEGINNING ON PAGE 6.

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.

June __, 2008.

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not making an offer to sell securities in any jurisdiction where an
offer or sale is not permitted. You should assume that the information appearing
in this prospectus is accurate as of the date on the front cover of this
prospectus only. Our business, financial condition, results of operations and
prospects may have changed since that date.

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 selling shareholders may, from time to time, sell or otherwise
dispose of their shares of Cavit Sciences, Inc. 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, provide additional information about us
and the 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.

TABLE OF CONTENTS

Page
----
ABOUT THIS OFFERING 1
PROSPECTUS SUMMARY 1
RISK FACTORS 6
FORWARD LOOKING STATEMENTS 18
DESCRIPTION OF BUSINESS 19
DESCRIPTION OF PROPERTY 23
DIRECTORS AND EXECUTIVE OFFICERS 23
EXECUTIVE COMPENSATION 26
SUMMARY COMPENSATION TABLE 27
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS 28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 29
DESCRIPTION OF SECURITIES 31
MARKET PRICE OF OUR COMMON EQUITY 33
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 34
SELLING SHAREHOLDERS 38
PLAN OF DISTRIBUTION 40
LEGAL MATTERS 44
EXPERTS 44
UNAUDITED INTERIM STATEMENTS 44
TRANSFER AGENT 44
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITES 45
FINANCIAL STATEMENTS 45
WHERE YOU CAN FIND MORE INFORMATION 45
INDEX TO FINANCIAL STATEMENTS F-1

ABOUT THIS OFFERING

This prospectus relates to the resale of up to 5,813,334 shares of common
stock, of which 3,313,334 are issuable upon the exercise of outstanding Warrants
owned by certain selling shareholders identified in this prospectus. All of the
shares, when sold, will be sold by the selling shareholders. The selling
shareholders may sell their shares of our common stock from time to time at
prevailing market prices. We will not receive any proceeds from the sale of the
shares of common stock by the selling shareholders. However, we would receive
proceeds upon the exercise of the Warrants held by the selling shareholders.

Common Stock Offered 5,813,334 shares

Common Stock Outstanding at May 31, 2008 19,553,960 shares

Use of Proceeds We will not receive any of the
proceeds from the sale of the
shares by the selling
shareholders, but would receive
proceeds if certain common stock
purchase warrants are exercised
by the selling shareholders.

OTC Bulletin Board Ticker Symbol CVIT.OB

PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE DETAILED
INFORMATION CONTAINED UNDER THE HEADING "RISK FACTORS," THE CONSOLIDATED
FINANCIAL STATEMENTS AND THE ACCOMPANYING NOTES TO THOSE FINANCIAL STATEMENTS
INCLUDED ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED OR REQUIRED BY
THE CONTEXT, (I) "CAVIT SCIENCES," "CAVIT," "COMPANY," "WE," "US" AND "OUR"
REFER TO CAVIT SCIENCES, INC., A FLORIDA CORPORATION, AND ITS SUBSIDIARIES AND
PREDECESSORS; (II) "COMMON STOCK" AND "COMMON STOCK" REFER TO OUR $.01 PAR
VALUE, COMMON STOCK, AND (III) "WARRANTS" AND "WARRANTS" REFER TO THE WARRANTS
TO PURCHASE COMMON STOCK ISSUED TO INVESTORS IN CONNECTION WITH CERTAIN
FINANCING TRANSACTIONS.

CAVIT SCIENCES, INC.

OUR BUSINESS

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. ("Hard to
Treat"). We chose the name Cavit Sciences, Inc. based on "Cavit" as an acronym
for cancer and viral infection treatment.

Cavit is a biotechnology company that has developed three unique dietary
and nutritional supplement lines with products that enhance, improve, maintain
and support the body by beneficially affecting various conditions. We sometimes
refer to our dietary and nutritional supplement lines in this prospectus as
"supplements" or "supplement lines."

In addition, we are engaged in developing treatments and prevention of
cancers and viral infections, opportunistic infections, related diseases and the
immune system. Our strategy is to develop and commercialize intellectual
property rights to treat, prevent and inhibit several major diseases and to
market these rights to major drug companies.

We currently own twelve 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. Patent Application Nos.
4-10 are the result of an additional PCT Utility Application and National Phase
filings in various countries. Patent Application Nos. 11 and 12 are the result
of adding nineteen additional compounds for various treatments to our previous
applications through the filing of Continuation-In-Part applications.

We acquired the initial intellectual property rights for our first three
patent applications from Hard to Treat Diseases on May 31, 2006 in exchange for
8,475,000 shares of our common stock. During 2006, we were assigned a portion of
the patent application rights entitled "Methods and Compositions of Treatment of
Viral Infections" for $30,000. The subsequent nine patent applications were
filed by Cavit as a result of our research and testing.

Cancers, viral infections and related diseases 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.

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.

We acquired a food supplement line in February 2007. As a result of
agreements entered into with Daycon Investors Associates, Inc., Americare
Nutritional Division ("Daycon") and Dr. Jospeh P. D'Angelo ("D'Angelo"), we
acquired a supplement line. During January 2008, we acquired recipes from these
parties for prostate and cardiovascular supplements. During May 2008, we
terminated the agreements with Daycon and D'Angelo as a result of their material
breaches of the agreements, including (1) their inability to provide us with the
required representations and warranties; (2) their inability to provide us with
credible documentation regarding the research and testing of products purchased;
(3) their inability to warrant the formulation ingredients and efficacy of
products purchased; (4) their inability to provide adequate warehouse space; and
(5) D'Angelo's breach of confidentiality covenants.

During 2008, we formulated our own supplement products with the assistance
of our formulation chemist and associates. The core products in our supplement
lines will enhance and improve the prostate, maintain and support the
cardiovascular system, and beneficially affect arthritis and osteoporosis. Our
current supplement formulas are the result of decades of research and testing
conducted by medical doctors, biologists, scientists, researchers and
nutritionists whose work contributed to the development of our formulas. Our
formulas are the result of the research and testing of the most effective
ingredients and nutrients that support and supplement each other at the optimum
dosage of each ingredient. We intend to manufacture, market, distribute and
commercialize a range of supplements to act as powerful antioxidants and immune
enhancers which have beneficial effects upon many serious diseases.

Our first supplement line is AMERICARE HEALTH PRODUCTS(TM) ("AMERICARE")
and is comprised of price driven supplements to be initially marketed in South
America and Central America.

Our second supplement line is MD Solution(TM). This premium supplement line
has been formulated to target specific conditions.

In May 2008, we acquired a third supplement line focused on home diagnostic
test kits and related formulas to target better health. This third supplement
line is called Alternecare Health Products(TM) ("Alternecare").

The food supplement lines are an ideal match with our drug development
process. In addition to creating a full range biotech company, the supplement
lines will create a steady stream of cash flow as we negotiate with drug
companies regarding our drug division rights.

Cavit's immediate focus is the production and marketing of its supplement
products in order to generate revenue.

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.

During 2007, we filed an additional PCT Utility patent application, six
National Phase applications, and two Continuation-In-Part applications. Our
intellectual property rights currently consist of twelve patent applications and
various trademarks.

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, trademarks 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 dietary and nutritional supplements, along with the
development of therapeutic cancer and viral infection products for human disease
is intensely competitive. Many supplement companies currently offer a wide range
of products. 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, established biotechnology
companies and supplement companies. Smaller companies may also be significant
competitors, particularly through collaborative arrangements with large
pharmaceutical, biotechnology or supplement companies. Many of our competitors
have significant products in development that could compete with our potential
products. The market for our food supplement lines is also quite intense. Many
of our competitors have more money and expertise than we have.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS

Our common stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934 ("1934 Act"). As a result of such registration, we are
subject to Regulation 14A of the "1934 Act," which regulates proxy
solicitations. Section 14(a) requires all companies with securities registered
pursuant to Section 12(g) thereof to comply with the rules and regulations of
the Securities and Exchange Commission ("Commission") regarding proxy
solicitations, as outlined in Regulation 14A. Matters submitted to our
shareholders at a special or annual meeting thereof or pursuant to a written
consent will require the us to provide our shareholders with the information
outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this
information must be submitted to the Commission at least 10 days prior to the
date that definitive copies of this information are forwarded to stockholders.

We are also required to file annual reports on Form 10-K and quarterly
reports on Form 10-Q with the Commission on a regular basis, and will be
required to disclose certain events in a timely manner (e.g., changes in
corporate control; acquisitions or dispositions of a significant amount of
assets other than in the ordinary course of business) in a Current Report on
Form 8-K.

Our research and development activities and the future manufacturing and
marketing of our potential products 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 May 31, 2008, we had two full time employees, Mr. Colm King, who is
our President and Chief Executive Officer, and Susan King, who is our Accountant
and Administrator. We believe that our relations with our employees are good.
Our employees are not represented by a union or covered by a collective
bargaining agreement. We believe Mr. King is best suited to oversee the
operations of Company during the next several months due to his intimate
knowledge of our biotechnology business. From November 1, 2006 to January 18,
2008, Mr. Julio De Leon served as the Company's Chief Financial Officer on an
independent contractor basis. As of January 21, 2008, Mr. Matthew J. Cohen
became the Chief Financial Officer on an independent contractor basis. As of
November 11, 2007, Miles Benzler became the Marketing Director on an independent
contractor basis. We will actively recruit and hire a new chief operating
officer and additional technical and/or support employees when funds become
available. We intend to fill these posts with individuals having pharmaceutical,
dietary and nutritional supplement and/or biotechnology experience and
expertise.

CORPORATE INFORMATION

Our principal executive and administrative offices are located at 1600
South Dixie Highway, Suite 500, Boca Raton, Florida 33432. Our telephone number
is (561) 544-6988. Additional information can be found on our web site at
www.cavitsciences.com.

LEGAL PROCEEDINGS

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

During May 2008, we terminated agreements with Daycon and D'Angelo as a
result of their material breaches of the agreements, including (1) their
inability to provide us with the required representations and warranties; (2)
their inability to provide us with credible documentation regarding the research
and testing of products purchased; (3) their inability to warrant the
formulation ingredients and efficacy of products purchased; (4) their inability
to provide adequate warehouse space; and (5) D'Angelo's breach of
confidentiality covenants. We may pursue litigation against Daycon and D'Angelo
as a result of their breaches of contracts. Our termination of the above
agreements may result in a legal action against us. However, we will vigorously
defend any legal action that may be brought against us.

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

RISK FACTORS

Although we are optimistic about the potential of our business, we have
never made a profit. Although we intend to exert efforts to make profits in the
future, there is no assurance that we will ever do so as our business is subject
to a number of risk factors, including risks normally associated with a small
company with limited operating history in the biotechnology and neutraceutical
business.

We have limited resources and expect to raise funds through the issuance of
additional equity or debt, but we may not be able to do so on terms that we
would find acceptable due to market conditions, including the market's interest
in biotechnology and neutraceutical investments.

The share price of our common stock is volatile, the trading volume in our
common stock is limited and an investment in our common stock may be illiquid.
Certain individuals and entities own or control relatively large blocks of our
common stock, the disposal of which could have material adverse impacts on the
market price of common stock.

A broader discussion of some of the potential risks associated with
investment in our company is included in the "RISK FACTORS" section of this
prospectus.

RISK FACTORS

THE FOLLOWING ARE CERTAIN RISK FACTORS RELATED TO OUR BUSINESS. 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. THE
FOLLOWING INFORMATION IS A SUMMARY ONLY OF CERTAIN RISK FACTORS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO, AND MUST BE READ IN CONJUNCTION WITH, THE
DETAILED INFORMATION ELSEWHERE IN THIS PROSPECTUS.

RISKS RELATED TO OUR BUSINESS

1. 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 December 31, 2007, 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.

2. WE ARE SERIOUSLY UNDERCAPITALIZED AND HAVE LIMITED LIQUIDITY.

Historically, we have financed our operations primarily from the sale of
our equity securities. As of May 31, 2008, we had cash of approximately
$144,000. Our current burn rate is approximately $32,000 per month excluding
capital expenditures. As a result of expected financing, we believe we have
sufficient working capital to fund operations through the end of calendar 2008.
Thereafter, we will need to raise additional capital to fund our working capital
needs. We do 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 we will need to enter into agreements with
investors or engage in best efforts sales of our 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.

3. 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.

4. 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 purposes are to collaborate with and market our intellectual
property rights to major drug companies and to commercialize premium
supplements. As of the date of this prospectus, we have twelve patent
applications and three developed supplement lines. However, the FDA has not
approved any of our drugs for sale in the United States, none of our drugs have
been approved for sale by any foreign country, our supplements are being
manufactured and sales of our supplements have commenced in the second calendar
quarter of this year. 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
supplement, 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.

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

We have never commercially introduced a product. Our drug related 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 supplements or drugs, we may
never achieve profitability and if we become profitable, we may not remain
profitable.

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

The biotechnology, pharmaceutical and food supplement 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, supplement companies, 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 Cavit's potential drug
products that 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.

7. 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 supplement or 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 supplement or 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
supplements and prescription pharmaceuticals are 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.

8. 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
supplement and drug candidates. As we conduct additional research regarding our
supplements and clinical studies to prepare for commercialization of our drug
candidates, we may need to build a sales and marketing infrastructure. As a
company, our consultants contribute the experience in the sales and marketing of
supplement and 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 supplement and 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.

9. WE DEPEND HEAVILY ON MANAGEMENT TEAM AND CONSULTANTS.

Our business strategy and success is dependent on the skills and knowledge
of our management team and consultants. 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.

10. 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 our
supplement products or due to the 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.

11. 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.

12. OUR ABILITY TO ANTICIPATE AND RESPOND TO MARKET TRENDS AND CHANGES IN
CONSUMER PREFERENCES COULD AFFECT OUR FINANCIAL RESULTS.

Our success depends on our ability to anticipate, gauge and react in a
timely and effective manner to changes in consumer spending patterns and
preferences for beauty and related products. We must continually work to
develop, produce and market new products, develop, maintain and enhance the
recognition of our brands, achieve a favorable mix of products and refine our
approach as to how, where and at what price points we market and sell our
products and services. While we will devote considerable effort and resources to
shape, analyze and respond to consumer preferences, consumer spending patterns
and preferences cannot be predicted with certainty and can change rapidly. If we
are unable to anticipate and respond to trends in the market for beauty and
related products and changing consumer demands, our financial results will
suffer.

13. A GENERAL ECONOMIC DOWNTURN OR SUDDEN DISRUPTION IN BUSINESS CONDITIONS MAY
AFFECT CONSUMER PURCHASES OF DISCRETIONARY ITEMS, INCLUDING OUR PRODUCTS,
WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

Consumer spending is generally affected by a number of factors including
general economic conditions, inflation, interest rates, tax rates, gasoline and
other energy costs and consumer confidence, generally, all of which are beyond
our control. Currently, a lot of economic indicators suggest rising energy
costs, higher inflation, dwindling consumer confidence, possibly higher taxes in

the event any one of the Democratic presidential candidates is elected to office
and we seem to be entering a recessionary economic period. Consumer purchases of
discretionary items tend to decline during recessionary periods when disposable
income is lower and may impact sales of our products. In addition, sudden
disruptions in business conditions as a result of a terrorist attack similar to
the events of September 11, 2001, including further attacks, retaliation and the
threat of further attacks or retaliation, war, adverse weather conditions or
other natural disasters, such as Hurricane Katrina, pandemic situations or large
scale power outages can have a short or, sometimes, long-term impact on consumer
spending. A downturn in the economies in which we sell our products or a sudden
disruption of business conditions in those economies could adversely affect our
business.

14. OUR SUCCESS DEPENDS, IN PART, ON THE QUALITY AND SAFETY OF OUR PRODUCTS.

Our success depends, in part, on the quality and safety of our products. If
our products are found to be defective or unsafe, or if they otherwise fail to
meet our customers' and distributors' standards, our relationship with our
customers and distributors could suffer, we could need to recall some of our
products, our reputation could be diminished and we could lose market share
and/or become subject to liability claims, any of which could result in a
material adverse effect on our business, results of operations and financial
condition.

RISKS RELATED TO OUR INTELLECTUAL PROPERTY

15. 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 and trademarks 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 trademarks and 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.

16. 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 supplement and drug
candidates may infringe on the patent or trademark 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.

17. 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

18. OUR OPERATIONS ARE SUBJECT TO GOVERNMENTAL REGULATIONS ASSOCIATED WITH OUR
INDUSTRY, THE OPERATION AND ENFORCEMENT OF WHICH MAY RESTRICT OUR ABILITY
TO CARRY ON OUR BUSINESS.

Various federal, state and local agencies have adopted regulations that
affect the discharge of materials into the environment or which otherwise relate
to the protection of the environment. We do not believe that such regulations
will have a material effect on our operations, our capital expenditures, our
earnings or our competitive position. However, we cannot predict the effect of
future environmental legislation or regulations on our business.

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

Part of our 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 for our potential
drug candidate products. 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.

20. 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 drug 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.

21. RESULTS OF CLINICAL TRIALS FOR OUR DRUG PRODUCTS 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

22. WE ARE SUBJECT TO THE PERIODIC REPORTING REQUIREMENTS OF THE SECURITIES
EXCHANGE ACT OF 1934 WHICH REQUIRE US TO INCUR AUDIT FEES AND LEGAL FEES IN
CONNECTION WITH THE PREPARATION OF SUCH REPORTS. THESE COSTS COULD REDUCE
OR ELIMINATE OUR ABILITY TO EARN A PROFIT.

We are required to file periodic reports with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder. In order to comply with these regulations,
our independent registered public accounting firm must review our financial
statements on a quarterly basis and audit our financial statements on an annual
basis. Moreover, our legal counsel has to review and assist in the preparation
of such reports. The costs charged by these professionals for such services
cannot be accurately predicted at this time because of factors such as the
number and type of transactions that we engage in and the complexity of our
reports cannot be determined at this time and will have a major effect on the
amount of time to be spent by our auditors and attorneys. However, the
incurrence of such costs will obviously be an expense to our future operations
and thus have a negative effect on our ability to meet our overhead requirements
and earn a profit. We may be exposed to potential risks resulting from new
requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot
provide reliable financial reports or prevent fraud, our business and operating
results could be harmed, investors could lose confidence in our reported
financial information and the trading price of our Common Stock could drop
significantly.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended by
SEC Release 33-8889 on February 1, 2008, we will be required, beginning with our
fiscal year ending December 31, 2009, to include in our annual report our
assessment of the effectiveness of our internal control over financial reporting
as of the end of the fiscal year ended December 31, 2009. Furthermore, in the
following fiscal year, our independent registered public accounting firm will be
required to report separately on whether it believes that we have maintained, in
all material respects, effective internal control over financial reporting. We
have not yet completed our assessment of the effectiveness of our internal
control over financial reporting. We expect to incur additional expenses and
diversion of management's time as a result of performing the system and process
evaluation, testing and remediation required in order to comply with the
management certification and auditor attestation requirements.

We do not have a sufficient number of employees to segregate
responsibilities and may be unable to afford increasing our staff or engaging
outside consultants or professionals to overcome our lack of employees. During
the course of our testing, we may identify other deficiencies that we may not be
able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act
for compliance with Section 404. In addition, if we fail to achieve and maintain
the adequacy of our internal controls, as such standards are modified,
supplemented or amended from time to time, we may not be able to ensure that we
can conclude on an ongoing basis that we have effective internal controls over
financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.
Moreover, effective internal controls, particularly those related to revenue
recognition, are necessary for us to produce reliable financial reports and are
important to help prevent financial fraud. If we cannot provide reliable
financial reports or prevent financial fraud, our business and operating results
could be harmed, investors could lose confidence in our reported financial
information and the trading price of our Common Shares, if a market develops,
could drop significantly.

23. HAVING ONLY TWO DIRECTORS LIMITS OUR ABILITY TO ESTABLISH EFFECTIVE
INDEPENDENT CORPORATE GOVERNANCE PROCEDURES AND INCREASES THE CONTROL OF
OUR PRESIDENT.

Having only two directors, one of whom is our President, limits our ability
to establish effective independent corporate governance procedures and increases
the control of our president. Accordingly, we cannot establish board committees
comprised of independent members to oversee functions like compensation or audit
issues.

Until we have a larger board of directors that would include some
independent members, if ever, there will be limited oversight of our President's
decisions and activities and little ability for minority shareholders to
challenge or reverse those activities and decisions, even if they are not in the
best interests of minority shareholders.

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

The market prices for securities of small companies have been highly
volatile, especially recently. Publicized events and announcements may have a
significant impact on the market price of our common stock.

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

25. SHAREHOLDERS MAY BE DILUTED SIGNIFICANTLY THROUGH OUR EFFORTS TO OBTAIN
FINANCING AND SATISFY OBLIGATIONS THROUGH ISSUANCE OF ADDITIONAL SHARES OF
OUR COMMON STOCK.

We have no committed source of financing. Wherever possible, our board of
directors will attempt to use non-cash consideration to satisfy obligations. In
many instances, we believe that the non-cash consideration will consist of
restricted shares of our common stock. Our board of directors has authority,
without action or vote of the shareholders, to issue all or part of the
25,446,040 authorized, but unissued, shares of our common stock. These actions
will result in dilution of the ownership interests of existing shareholders, may
further dilute common stock book value and that dilution may be material.

26. OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND
DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY, WHICH MAY RESULT IN A
MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE
CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFITS OF OFFICERS AND/OR
DIRECTORS.

Our articles of incorporation and applicable Florida law provide for the
indemnification of our directors, officers, employees, and agents under certain
circumstances, against attorney's fees and other expenses incurred by them in
any litigation to which they become a party arising from their association with
or activities on our behalf. We will also bear the expenses of such litigation
for any of our directors, officers, employees, or agents, upon such person's
written promise to repay us therefor, if it is ultimately determined that any
such person shall not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures by us that we
may be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under federal securities laws is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification for liabilities arising under federal
securities laws, other than the payment by us of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,

suit or proceeding, is asserted by a 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 indemnification by us
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. The legal process relating to this
matter if it were to occur is likely to be very costly and may result is us
receiving negative publicity, either of which factors is likely to materially
reduce the market price for our shares, if such a market ever develops.

27. OUR COMMON STOCK IS CONSIDERED TO BE A "PENNY STOCK" AND, AS SUCH, THE
MARKET FOR OUR COMMON STOCK IS SUBJECT TO THE PENNY STOCK REGULATIONS AND
RESTRICTIONS PERTAINING TO LOW PRICED STOCKS THAT WILL CREATE A LACK OF
LIQUIDITY AND MAKE TRADING DIFFICULT.

Our common stock is currently subject to certain "penny stock" rules
promulgated by the SEC. The trading of our securities occurs in the
over-the-counter market which is commonly referred to as the OTCBB, as
maintained by FINRA. As a result, an investor may find it difficult to dispose
of, or to obtain accurate quotations as to the price of, our securities.

Rule 3a51-1 of the Securities Exchange At of 1934 establishes the
definition of a "penny stock," for the purposes relevant to us, as an equity
security that has a minimum bid price of less the $4.00 per share or with an
exercise price of less than $4.00 per share, subject to a limited number of
exceptions which are not available to us. It is likely that our shares will be
considered to be penny stocks for the immediately foreseeable future. This
classification severely and adversely affects any market liquidity for our
common stock.

For any transaction involving a penny stock, unless exempt, the penny stock
rules require that a broker or dealer approve a person's account for
transactions in penny stocks and the broker or dealer receive from the investor
a written agreement to the transaction setting forth the identity and quantity
of the penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must obtain financial
information and investment experience and objectives of the person and make a
reasonable determination that the transactions in penny stocks are suitable for
that person and that that person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of transactions in penny
stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the SEC relating to the penny stock
market, which, in highlight form, sets forth:

* the basis on which the broker or dealer made the suitability
determination, and
* that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.

Disclosure also has to be made about he risks of investing in penny stock
in both public offerings and in secondary trading and commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the
above-referenced necessary paperwork and disclosures and/or may encounter
difficulties in their attempt to sell shares of our common stock, which may
affect the ability of selling shareholders or other holders to sell their shares
in any secondary market and have the effect of reducing the level of trading
activity in any secondary market. These additional sales practice and disclosure

requirements could impede the sale of our securities if and when our securities
become publicly traded. In addition, the liquidity for our securities may
decrease with a corresponding decrease in the price of our securities. Our
shares, in all probability, will be subject to such penny stock rules for the
foreseeable future and our shareholders will, in all likelihood, find it
difficult to sell their securities in quantities and at prices they like.

28. THE MARKET FOR PENNY STOCKS HAS EXPERIENCED NUMEROUS FRAUDS AND ABUSES THAT
COULD ADVERSELY IMPACT INVESTORS IN OUR STOCK.

Our management believes that the market for penny stocks has suffered from
patterns of fraud and abuse. Such patterns include:

* Control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer;
* Manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases;
* "Boiler room" practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons;
* Excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
* Wholesale dumping of the same securities by promoters and
broker-dealer after prices have been manipulated to a desired level,
along with the inevitable collapse of those prices with consequent
investor losses.

29. OUR BOARD OF DIRECTORS HAS THE AUTHORITY, WITHOUT SHAREHOLDER APPROVAL, TO
ISSUE PREFERRED STOCK WITH TERMS THAT MAY NOT BE BENEFICIAL TO COMMON
SHAREHOLDERS AND WITH THE ABILITY TO AFFECT ADVERSELY SHAREHOLDER VOTING
POWER AND PERPETUATE THEIR CONTROL OVER US.

Our articles of incorporation allow us to issue shares of preferred stock
without any vote or further action by our shareholders. Our board of directors
has the authority to fix and determine the relative rights and preferences of
preferred stock. Our board of directors also has the authority to issue
preferred stock without further shareholder approval, including large blocks of
preferred stock. As a result, our board of directors could authorize the
issuance of a series of preferred stock that would grant to holders the
preferred right to our assets upon liquidation, the right to receive dividend
payments before dividend payments are distributed to the holders of common stock
and the right to the redemption of the shares, together with a premium, prior to
the redemption of our common stock.

30. ALL 5,813,334 SHARES OF OUR COMMON STOCK BEING REGISTERED IN THIS OFFERING
MAY BE SOLD BY SELLING SHAREHOLDERS SUBSEQUENT TO THE EFFECTIVENESS OF OUR
REGISTRATION STATEMENT, OF WHICH THIS PROSPECTUS IS A PART. A SIGNIFICANT
VOLUME OF SALES OF THESE SHARES OVER A SHORT OR CONCENTRATED PERIOD OF TIME
IS LIKELY TO DEPRESS THE MARKET FOR AND PRICE OF OUR SHARES IN ANY MARKET
THAT MAY DEVELOP.

All 5,813,334 shares of our common stock held by six (6) shareholders that
are being registered in this offering may be sold subsequent to the date of this
prospectus, either at once or over a period of time. These sales may take place
because all of these shares of common stock are being registered hereunder and,
accordingly, reliance upon Rule 144 is not necessary. See also "Selling
Shareholders" and "Plan of Distribution" elsewhere in this prospectus. The
ability to sell these shares of common stock and/or the sale thereof reduces the
likelihood of the establishment and/or maintenance of an orderly trading market
for our shares at any time in the near future.

31. BECAUSE WE ARE NOT SUBJECT TO COMPLIANCE WITH RULES REQUIRING THE ADOPTION
OF CERTAIN CORPORATE GOVERNANCE MEASURES, OUR SHAREHOLDERS HAVE LIMITED
PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST
AND SIMILAR MATTERS.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and
enacted by the SEC, the New York and American Stock Exchanges and the NASDAQ
Stock Market, as a result of Sarbanes-Oxley, require the implementation of
various measures relating to corporate governance. These measures are designed
to enhance the integrity of corporate management and the securities markets and
apply to securities that are listed on those exchanges or the NASDAQ Stock
Market. Because we are not presently required to comply with many of the
corporate governance provisions and because we chose to avoid incurring the
substantial additional costs associated with such compliance any sooner than
legally required, we have not yet adopted all of these measures.

Because none of our directors are independent directors, we do not
currently have independent audit or compensation committees. As a result, these
directors have the ability, among other things, to determine their own level of
compensation. Until we comply with such corporate governance measures,
regardless of whether such compliance is required, the absence of such standards
of corporate governance may leave our shareholders without protections against
interested director transactions, conflicts of interest, if any, and similar
matters and investors may be reluctant to provide us with funds necessary to
expand our operations.

We intend to comply with all corporate governance measures relating to
director independence, as and when required. However, we may find it very
difficult or be unable to attract and retain qualified officers, directors and
members of the board committees required to provide for our effective management
as a result of Sarbanes-Oxley. The enactment of the Sarbanes-Oxley Act of 2002
has resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The
perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these rules.

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

The market prices for securities of supplement and 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.

33. 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.

34. 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 Discussion and Analysis of Financial Condition
and Results 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.

FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH HEREIN, AN INVESTMENT IN
OUR SECURITIES IN ANY MARKET THAT MAY DEVELOP IN THE FUTURE INVOLVES A HIGH
DEGREE OF RISK.

FORWARD LOOKING STATEMENTS

This prospectus contains forward looking statements. These statements
relate to future events or future financial performance and involve known and
unknown risks, uncertainties and other factors that may cause Cavit or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by the forward looking statements.

In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or the negative of these terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. We are under no
duty to update any of the forward looking statements after the date of this
prospectus to confirm our prior statements to actual results.

Further, this prospectus contains forward looking statements that involve
substantial risks and uncertainties. Such statements include, without
limitation, all statements as to expectation or belief and statements as to our
future results of operations, the progress of any research, product development
and clinical programs, the need for, and timing of, additional capital and
capital expenditures, partnering prospects, the protection of and the need for
additional intellectual property rights, effects of regulations, the need for
additional facilities and potential market opportunities. Our actual results may
vary materially from those contained in such forward-looking statements because
of risks to which we are subject, such as lack of available funding, competition
from third parties, intellectual property rights of third parties, regulatory
constraints, litigation and other risks to which we are subject.

DESCRIPTION OF BUSINESS

OVERVIEW

We are a biotechnology company that has developed three unique dietary and
nutritional supplement lines with products that enhance, improve, maintain and
support the body by beneficially affecting various conditions. We have
trademarked the names of the three supplement lines and certain of our
supplement product names.

In addition, we are engaged in developing treatments and prevention of
cancers, viral infections, opportunistic infections, related diseases and the
immune system. Our strategy is to develop and commercialize intellectual
property rights to treat, prevent and inhibit several major diseases and to
market these rights to major drug companies.

We acquired these intellectual property rights for our first three patent
applications from Hard to Treat Diseases on May 31, 2006 in exchange for
8,475,000 shares of our common stock. During 2006, we were assigned a portion of
the patent application rights entitled "Methods and Compositions of Treatment of
Viral Infections" for $30,000. The subsequent nine patent applications were
filed by us as a result of our research and testing.

We acquired a food supplement line during February 2007. As a result of
agreements entered into with Daycon and D'Angelo, we acquired a supplement line.
During January 2008, we acquired recipes from these parties for prostate and
cardiovascular supplements. During May 2008, we terminated the agreements with
Daycon and D'Angelo as a result of their material breaches of the agreements,
including (1) their inability to provide us with the required representations
and warranties; (2) their inability to provide us with credible documentation
regarding the research and testing of products purchased; (3) their inability to

warrant the formulation ingredients and efficacy of products purchased; (4)
their inability to provide adequate warehouse space; and (5) D'Angelo's breach
of confidentiality covenants.

During 2008, we formulated our own supplement products with the assistance
of our formulation chemist and associates. The core products in our supplement
lines will enhance and improve the prostate, maintain and support the
cardiovascular system and beneficially affect arthritis and osteoporosis. Our
current supplement formulas are the result of decades of research and testing
conducted by medical doctors, biologists, scientists, researchers and
nutritionists whose work contributed to the development of our formulas. Our
formulas are the result of the research and testing of the most effective
ingredients and nutrients that support and supplement each other at the optimum
dosage of each ingredient. Cavit intends to manufacture, market, distribute and
commercialize a range of supplements to act as powerful antioxidants and immune
enhancers which have beneficial effects upon many serious diseases.

Cavit's first supplement line is AMERICARE HEALTH PRODUCTS(TM)
("AMERICARE"). Our Americare line consists of price driven supplements to be
initially marketed in South America and Central America.

Cavit's second supplement line is MD Solution(TM). This premium supplement
line has been formulated to target specific conditions and consists of the
following products:

1. Dr. MainWell(TM): Core maintenance (male and female)
2. Dr. HeartWell(TM): Cardiovascular maintenance
3. Dr. PlumbWell(TM): Prostate maintenance
4. Dr. ImmuneWell(TM): Immune system maintenance
5. Dr. DigestWell(TM): Digestive system maintenance
6. Dr. MemoryWell(TM): Brain maintenance
7. Dr. BoneWell(TM): Bone maintenance
8. Dr. JointWell(TM): Joint maintenance
9. Dr. MirrorWell(TM): Healthy aging maintenance (male and female)
10. Dr. PauseWell(TM): Menopause maintenance
11. Dr. ShapeWell(TM): Diet maintenance (male and female)
12. Dr. SugarWell(TM): Blood sugar maintenance

During May 2008, we acquired a third supplement line focused on home
diagnostic test kits and related formulas to target better health. The name of
our third supplement line is Alternecare Health Products(TM) ("Alternecare").
Alternecare is an innovator and leader in combining rapid home diagnostics with
therapeutic nutraceutical based solutions, has penetrated the retail market in
the US and has initiated the process to establish itself in the e-commerce
marketplace. We acquired Alternecare's inventory, customer lists, existing
relationships, trademark and website.

Most importantly, Cavit acquired the consulting services of Ismael
Gonzalez, Alternecare's President. Mr. Gonzalez has over 15 years of management
experience in the natural products industry. He has held business development
roles with top companies ranging from manufacturing to distribution. His
business development expertise will be instrumental in Cavit's future.

The leading product in our Alternecare line is the Choless Rx Cholesterol
Nutritional Kit, which includes an easy to use FDA cleared and approved
Cholesterol Home Test Kit with results in 15 minutes plus Choless Rx Formula
with four main ingredients for a healthy heart. Some of Alternecare's other
products include:

1) Alterne-Cal Rx;
2) Arthro-Herbal Rx;
3) Immune Rx;
4) Metabolic Rx;
5) Acetyl L-Carnitine and
6) Multi-Care Rx.

Cavit's operations are conducted from its new corporate headquarters in
Boca Raton, Florida. Certain operations are outsourced to third parties in order
to keep operating costs streamlined and to reduce capital expenditures. The
lease at our former facility in Miami, Florida was terminated due to the
landlord's inability to provide us with the required amount of space.

HISTORY OF INTELLECTUAL PROPERTY RIGHTS

During 2007, we filed an additional PCT Utility patent application, six
National Phase applications, and two Continuation-In-Part applications.

Our intellectual property rights currently consist of twelve patent
applications relating to our drug division and numerous trademarked product
lines and product names relating to our supplement division.

LICENSES, PATENTS AND PROPRIETARY RIGHTS

RESEARCH COLLABORATIONS

COMMERCIALIZATION THROUGH THIRD PARTIES

COMPETITION

The development of dietary and nutritional supplements, along with the
development of therapeutic cancer and viral infection products for human disease
is intensely competitive. Many supplement companies currently offer a wide range
of products. 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. The market for our food supplement
lines is also quite intense. Many of our competitors have more money and
expertise than we have.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS

Our common stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934 ("1934 Act"). As a result of such registration, we are
subject to Regulation 14A of the "1934 Act," which regulates proxy
solicitations. Section 14(a) requires all companies with securities registered
pursuant to Section 12(g) thereof to comply with the rules and regulations of
the Securities and Exchange Commission regarding proxy solicitations, as
outlined in Regulation 14A. Matters submitted to our shareholders at a special
or annual meeting thereof or pursuant to a written consent will require us to
provide our shareholders with the information outlined in Schedules 14A or 14C
of Regulation 14; preliminary copies of this information must be submitted to
the Commission at least 10 days prior to the date that definitive copies of this
information are forwarded to stockholders.

We are also required to file annual reports on Form 10-K and quarterly
reports on Form 10-Q with the Securities and Exchange Commission on a regular
basis, and will be required to disclose certain events in a timely manner (e.g.
changes in corporate control; acquisitions or dispositions of a significant
amount of assets other than in the ordinary course of business) in a Current
Report on Form 8-K.

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.

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.

EMPLOYEES

As of May 31, 2008, we had two full time employees, Mr. Colm King, who is
our President and Chief Executive Officer, and Susan King, who is our Accountant
and Administrator. We believe that our relations with our employees are good.
Our employees are not represented by a union or covered by a collective
bargaining agreement. We believe Mr. King is best suited to oversee the
operations of Company during the next several months due to his intimate
knowledge of our biotechnology business. From November 1, 2006 to January 18,
2008, Mr. Julio De Leon served as the Company's Chief Financial Officer on an
independent contractor basis. As of January 21, 2008 Mr. Matthew J. Cohen became
the Chief Financial Officer on an independent contractor basis. As of November
11, 2007, Miles Benzler became the Marketing Director on an independent
contractor basis. We will actively recruit and hire a new chief operating
officer and additional technical and/or support employees when funds become
available. We intend to fill these posts with individuals having pharmaceutical,
dietary and nutritional supplement and/or biotechnology experience and
expertise.

DESCRIPTION OF PROPERTY

Commencing on May 9, 2008, we relocated our principal executive and
administrative offices to 1600 South Dixie Highway, Suite 500, Boca Raton
Florida, 33432. Our telephone number is (561) 544-6988. We are currently leasing
approximately 500 square feet at this location at a monthly rental of $800. Our
current lease is on a monthly basis. In addition, we are leasing warehouse space
at a separate location in Boca Raton, Florida at a monthly rental of
approximately $120.

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers are elected by the board of directors and serve at
the discretion of the board, subject to employment and/or consulting agreements.
See "Executive Compensation." 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 50 President, Chief Executive April 12, 2006
Officer and Director

Raymond S. Bazley 45 Director June 30, 2006

Matthew J. Cohen 50 Chief Financial Officer N/A

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.

MATTHEW J. COHEN. Mr. Cohen is the Chief Financial Officer and Chief
Operating Officer of Cavit. Mr. Cohen has been an officer and director of
PrimEdge (PEDI.PK) since September 20, 2006. Since January 17, 2005, he also has
been the Chief Executive Officer and Chief Financial Officer of Genio Group,
Inc. (GNOI.OB) and since August 1, 2004, a member of its Board of Directors.
Prior to these engagements, Mr. Cohen has served as the Chief Financial Officer
for several companies across a variety of industries. From May 2004 to May 2005,
he was the Chief Financial Officer of Sea Aerosupport, Inc. From February 2003
to February 2004, Mr. Cohen was Chief Financial Officer of Mark Fore & Strike
Holdings, Inc., an apparel retailer. From July 2002 until February 2003, he
served as Chief Financial Officer for Life Imaging Corporation, a provider of
diagnostic services. From September 1999 until June 2002, Mr. Cohen was Chief
Financial Officer for Interactive Technologies.com, (INTR.PK), a benefit and
services company, where he continues today as a member of its Board of
Directors. Mr. Cohen specializes in the development of financial and operational
infrastructure and corporate recovery work. Some of his responsibilities have
included the implementation and interfacing of information systems indigenous to
the service business. In addition, he also manages all treasury functions, human
resource management, payroll and management reporting. Mr. Cohen has a B.B.A.
degree in Accounting from New Paltz State University, New York.

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. However,
neither committee is independent.

AUDIT COMMITTEE. The Audit Committee of the Board currently consists of two
members of our board of directors; Messrs. Bazley 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, discusses with the
independent auditors their independence, reviews and discusses the audited
financial statements with the independent auditors and management and recommends
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

During 2007, we issued 263,395 restricted shares of our common stock to the
directors who served on our board of directors.

During 2006, each of our five directors was issued 100,000 restricted
shares of our common stock in consideration of their service on our board of
directors. These shares were issued for services as Directors from April 12,
2006, to December 31, 2006.

There are no arrangements or understandings between any of the directors or
executive officers, or any other person or person pursuant to which they were
selected as directors and/or officers.

DIRECTORSHIPS

None of our Directors or persons nominated or chosen to become Directors
hold any other directorship in any company with a class of securities registered
pursuant to Section 12 of the 1934 Act or subject to the requirements of Section
15(d) of such Act or any other company registered as an investment company under
the Investment Company Act of 1940.

SIGNIFICANT EMPLOYEES

No other significant employees exist.

FAMILY RELATIONSHIPS

The only family relationship between or among our officers and directors is
between Susan King and Colm J. King. Susan King, the wife of Colm J. King, our
President and Chief Executive Officer, entered into an employment agreement with
Cavit pursuant to which she serves as Accountant and Administrator. Ms. King's
employment agreement commenced on November 1, 2007 and runs for one year. Ms.
King's salary is $60,000 per year. Ms. King has not received a cash salary since
the commencement of her agreement. Her salary is being accrued and will be paid
when funds are available.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, no present director, executive officer or
person nominated to become a director or an executive officer of Cavit:

(1) had a petition under the federal bankruptcy laws or any state
insolvency law filed by or against, or a receiver, fiscal agent or
similar officer appointed by a court for the business or property of
such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation
or business association of which he was an executive officer at or
within two years before the time of such filing;

(2) was convicted in a criminal proceeding or subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);

(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting his involvement in any of the following activities:

(i) Acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of
any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and
loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activity;

(ii) Engaging in any type of business practice; or

(iii)Engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation
of federal or state securities laws or federal commodities laws;
or

(4) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of an federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described in paragraph
(3) (i), above, or to be associated with persons engaged in any such
activity; or

(5) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and for which the judgment has not been reversed,
suspended or vacated.

CODE OF ETHICS

On June 28, 2006, we adopted a Code of Ethics applicable to our officers,
including our principal executive officer, principal financial officer,
principal accounting officer or controller and any other persons performing
similar functions. The Code of Ethics was 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. The Code of Ethics is posted on our website at
http://www. cavitsciences.com. The Code of Ethics will be provided free of
charge by us to interested parties upon request. Requests should be made in
writing and directed to the Cavit at the following address: 1600 South Dixie
Highway, Suite 500, Boca Raton, Florida 33432.

EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation paid and accrued
by Cavit for services rendered during the periods indicated. We had two
executive officers during 2006 and 2007.

SUMMARY COMPENSATION TABLE

Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------

Colm J. 2007 $192,000 $ 0 $14,500 $ 0 $ 0 $ 0 $ 12,000 $218,500
King 2006 $120,000 $ 0 $19,000 $ 0 $ 0 $ 0 $ 3,000 $142,000
President
and CEO

Julio 2007 $ 30,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 12,000 $ 42,000
De Leon 2006 $ 15,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 3,000 $ 33,000
CFO

During the year ended December 31, 2007, $192,000 in salary was accrued for
Mr. Colm King, of which $95,557 was paid. Half of Mr. De Leon's salary of
$60,000 for the year 2007 was paid in restricted common stock, the balance was
accrued. Mr. De Leon and Mr. King received $12,000 worth of common stock each
for service as a Director during 2007.

Mr. King also received 50,000 shares of restricted common stock valued at
$.29 in accordance with his contract.

During the year ended December 31, 2006, $120,000 in salary was accrued for
Mr. Colm King, of which $30,000 was paid. Mr. De Leon's salary was paid in
restricted common stock. Mr. De Leon and Mr. King received $3,000 worth of
common stock each for service as a Director during 2006.

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.

On November 11, 2007, we entered into a one year employment agreement with
Susan King to act as Accountant and Administrator, which provides for an annual
compensation of $60,000. As of June 6, 2008, all compensation has been accrued.

OTHER COMPENSATORY CONTRACTS

On May 28, 2008, we entered into a six month agreement with Ismael Gonzalez
relating to the business development of our supplement lines in exchange for
compensation of $2,000 per month.

On January 21, 2008, our Board of Directors elected Matthew J. Cohen to the
office of Chief Financial Officer. We entered into a one year agreement with Mr.
Cohen on January 21, 2008, providing for monthly compensation of $5,000.

As of January 18, 2008, Julio De Leon's agreement to act as CFO was
terminated and as of March 4, 2008, Mr. De Leon resigned from the Board of
Directors.

On November 11, 2007, we entered into a one year agreement with Miles
Benzler to act as Marketing and Operations Manager, providing for monthly
compensation of $5,000.

On December 1, 2006, our Board of Directors elected Julio De Leon to the
office of Chief Financial Officer. Mr. De Leon had been a member of our Board of
Directors since May 1, 2006. Cavit and Mr. De Leon entered into a one year
agreement dated December 1, 2006 (effective November 1, 2006), pursuant to which
Mr. De Leon would devote 30% of his time to perform his duties as our Chief
Financial Officer in exchange for $60,000 in annual compensation.

STOCK OPTIONS

As a result of various notes payable that were converted into company
stock, we issued stock options for 2,500,000 shares of common stock with a three
year term, convertible at (1) 80% of the average price for the five trading days
prior to the date of exercise or (2) 80% of the price that shares are sold by us
in any private placement memorandum within the three year period.

OPTION/SAR GRANTS TABLE

There were no stock options/SARS granted under our stock option plans to
executive officers and directors during fiscal 2006 or 2007.

AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

There were no exercises of stock options/SAR by executive officers during
fiscal 2006 or 2007.

LONG-TERM INCENTIVE PLAN AWARDS

There were no long-term incentive plan awards made during fiscal 2006 or
2007.

COMPENSATION OF DIRECTORS

During 2007, our directors have been issued a total of 263,395 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.

REPRICING OPTIONS

During the fiscal years ended December 31, 2007 and 2006, and through May
31, 2008, we did not reprice any stock options.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Although we have not adopted formal procedures for the review, approval or
ratification of transactions with related persons, we adhere to a general policy
that such transactions should only be entered into if they are on terms that, on
the whole, are no more favorable, or no less favorable, than those available
from unaffiliated third parties and their approval is in accordance with
applicable law. Such transactions require the approval of our board of
directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To our knowledge, the following table sets forth, as of May 31, 2008,
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.

Each person has sole voting and investment power with respect to the shares
shown, except as otherwise noted.

Amount and Nature
Name and Address of Beneficial Ownership
of Beneficial Owner Number (1) Percent
------------------- ---------- -------

Colm J. King 2,329,861 11.9%
President and Director
1600 South Dixie Highway, Suite 500
Boca Raton, Florida 33432

Raymond Bazley 1,750,753 (2) 8.9%
Director
1600 South Dixie Highway, Suite 500
Boca Raton, Florida 33432

Christopher Brown 2,823,802 (3) 14.4%
16902 Harbor Master Cove
Cornelius, North Carolina 28031

Julio De Leon 1,281,550 6.6%
510 NW 159th Street
Pembroke Pines, Florida 33028

Vision International Enterprises, S.A. 1,935,842 (4) 9.9%
522 Balboa Plaza
Balboa Avenue, Panama

Isthmus Investments Management S.A. 1,935,842 (5) 9.9%
P.O. Box 1508
World Trade Centre, Panama

Margaret Smyth 1,722,386 (6) 8.8%
1600 South Dixie Highway, Suite 500
Boca Raton, Florida 33432

All officers and directors as a group 4,080,614 (2) 20.8%
(2 persons)

- ----------
(1) The percentages set forth in this column are based on 19,553,960 shares of
common stock outstanding as of May 31, 2008. The number and percentage of
shares beneficially owned is determined in accordance with Rule 13d-3 of
the Securities Exchange Act of 1934, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rule,
beneficial ownership includes any shares as to which the selling security
holder has sole or shared voting power or investment power and also any
shares, which the selling security holder has the right to acquire within
60 days. However, the terms and conditions of certain warrants held by two
of the selling shareholders, Isthmus Investments Management, S.A.
("Isthmus") and Vision International Enterprises, S.A. ("Vision"), restrict
their ability to exercise their warrants and receive shares of our common
stock such that the number of shares of common stock held by them in the
aggregate and their affiliates after such exercise does not exceed 9.9% of
the then issued and outstanding shares of common stock as determined in
accordance with Section 13(d) of the Exchange Act. Accordingly, this column
represents the aggregate maximum number and percentage of shares that
Isthmus and Vision can own at one time (and therefore, offer for resale at
any one time) due to their 9.9% limitation.

(2) Includes Mr. Bazley's 100,000 Class H Warrants to acquire Cavit common
stock that expire on October 26, 2012.

(3) Includes 2,418,809 Cavit shares held of record in the name of Cortland Fund
LLC of which Dr. Brown is the sole beneficial owner with the power to vote
such shares and investment power, which includes the power to dispose of,
or to direct the disposition of, such shares. Includes Cortland Fund, LLC's
100,000 Class H Warrants to acquire Cavit common stock that expire on
October 26, 2012. Dr. Brown is the record and beneficial owner of 304,993
of Cavit shares.

(4) Includes 1,600,000 Cavit shares held of record in the name of Vision and
warrants to acquire 335,842 shares of Cavit common stock, the maximum
eligible for exercise by Vision. See Note (1), above, for 9.9% limitation.
Sara L. de Nunez, the President of Vision, has the power to vote such
shares and investment power, which includes the power to dispose of, or to
direct the disposition of, such shares.

(5) Includes, 1,250,000 Cavit shares held of record in the name of Isthmus and
warrants to acquire 685,842 shares of Cavit common stock, the maximum
eligible for exercise by Isthmus. See Note (1), above for the 9.9%
limitation. Adam Carmody, the President of Isthmus, has the power to vote
such shares and investment power, which includes the power to dispose of,
or to direct the disposition of, such shares.

(6) Includes Ms. Smyth's 100,000 Class H Warrants to acquire Cavit common stock
that expire on October 26, 2012.

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.

ADOPTION OF EMPLOYEE COMPENSATION PLANS

On December 14, 2006, our Board of Directors adopted the Cavit Sciences,
Inc. 2006 Employee and Consultant Stock Incentive Plan ("2006 Plan"). The 2006
Plan covered up to 2,000,000 shares of common stock, had a 10 year term, covered

employees, consultants, officers and directors. The 2006 Plan was administered
by the Board of Directors. No options were granted to, or exercised by, any of
the our directors, employees or officers under the 2006 Plan. A total of 367,893
shares were issued under the 2006 Plan to consultants. The 2006 Plan was
terminated by the Board of Directors on January 8, 2008.

On January 8, 2008, our Board of Directors adopted the Cavit Sciences, Inc.
2008 Employee and Consultant Stock Incentive Plan ("2008 Plan"). The 2008 Plan
covers up to 1,000,000 shares of common stock, has a 10 year term, covers
employees, consultants, officers and directors. The 2008 Plan will be
administered by the Board of Directors. No options have been granted to, or
exercised by, any of the our directors, employees or officers under the 2008
Plan. A total of 102,343 shares have been issued under the 2008 Plan in 2008.

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 May 31, 2008, there were 19,553,960 shares of our common
stock issued and outstanding.

The holders of our common stock:

* have equal ratable rights to dividends from funds legally available
for payment of dividends when, as and if declared by the board of the
directors;
* are entitled to share ratably in all of the assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up our affairs;
* do not have preemptive, subscription or conversion rights, or
redemption rights or access to any sinking fund; and
* are entitled to one non-cumulative vote per share on all matters
submitted to shareholders for a vote at any meeting of shareholders

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. Collectively, these four investors have
rights of first refusal to purchase up to 15.375% of shares offered in any
future offerings on the identical terms and conditions attached by Cavit to such
offerings.

See also "Plan of Distribution" subsection entitled "Any market that
develops in shares of our common stock will be subject to the penny stock
restrictions which will make trading difficult or impossible" regarding negative
implications of being classified as a "penny stock."

AUTHORIZED BUT UNISSUED CAPITAL STOCK

Florida law does not require shareholder approval for any issuance of
authorized shares. However, the marketplace rules of the NASDAQ, which would
apply only if our common stock were ever listed on the NASDAQ, which is unlikely
for the foreseeable future, require shareholders approval of certain issuances
of common stock equal to or exceeding 20% of the then outstanding voting power
or then outstanding number of shares of common stock, including in connection

with a change of control of Cavit, the acquisition of the stock or assets of
another company or the sale or issuance of common stock below the book or market
value price of such stock. These additional shares may be used for a variety of
corporate purposes, including future public offerings to raise additional
capital or to facilitate corporate acquisitions.

One of the effects of the existence of unissued and unreserved common stock
may be to enable our board of directors to issue shares to persons friendly to
current management, which issuance could render more difficult or discourage an
attempt to obtain control of our board by means of a merger, tender offer, proxy
contest or otherwise, and thereby protect the continuity and entrenchment of our
management and possibly deprive the shareholders of opportunities to sell their
shares of our common stock at prices higher then prevailing market prices.

PREFERRED STOCK

We are authorized to issue 5,000,000 shares of preferred stock, par value
$0.01 per share. As of May 31, 2008, 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

As of May 31, 2008, we had 3,313,344 outstanding warrants to purchase
shares of our common stock and 2,500,000 outstanding options to purchase shares
of our common stock.

SHAREHOLDER MATTERS

As an issuer of "penny stock," the protection provided by the federal
securities laws relating to forward-looking statements does not apply to us if
our shares are considered to be penny stocks. Although the federal securities
laws provide a safe harbor for forward-looking statements made by a public
company that files reports under the federal securities laws, this safe harbor
is not available to issuers of penny stocks. As a result, we will not have the
benefit of this safe harbor protection in the event of any claim that the
material provided by us, including this prospectus, contained a material
misstatement of fact or was misleading in any material respect because of our
failure to include any statements necessary to make the statements not
misleading.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Cavit 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.

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.

Cavit's Articles of Incorporation provide that none of its directors shall
be personally liable to Cavit 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
Cavit or its shareholders, (2) an act or omission not in good faith that
constitutes a breach of duty of the director to Cavit 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.

We believe these provisions will assist us in attracting and retaining
qualified individuals to serve as executive officers and directors. The
inclusion of these provisions in Cavit's Articles of Incorporation may have the
effect of reducing a likelihood of derivative litigation against the our
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.

Our Articles of Incorporation provide that we may indemnify our officers,
directors, agents and any other persons to the fullest extent permitted by the
FCBA.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Cavit, we
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy and is, therefore, unenforceable.

MARKET PRICE OF OUR COMMON EQUITY

As of the date of this prospectus, our Common Stock is quoted on the
Over-the-Counter Bulletin Board under the symbol "CVIT.OB." The market for the
our Common Stock is limited, volatile and sporadic and the price of the our
Common Stock could be subject to wide fluctuations in response to quarterly
variations in operating results, news announcements, trading volume, sales of
Common Stock by our officers, directors and principal shareholders, general
market trends, changes in the supply and demand for the our shares, and other
factors. The following table sets forth the high and low sales prices for each
quarter relating to our Common Stock for the last two fiscal years and during
the first two fiscal quarters of 2008. Our Common Stock was not quoted or traded
on any exchange until the fourth quarter of 2006.

FISCAL 2008 High Low
---- ---
First Quarter (1) $.60 $.18
Second Quarter
(through May 31, 2008) $.50 $.11

FISCAL 2007 High Low
---- ---
First Quarter (1) $.55 $.07
Second Quarter (1) $.47 $.14
Third Quarter (1) $.75 $.25
Fourth Quarter (1) $.95 $.31

FISCAL 2006 High Low
---- ---

First Quarter (1) $ -- $ --
Second Quarter (1) $ -- $ --
Third Quarter (1) $ -- $ --
Fourth Quarter (1) $.60 $.25

- ----------
(1) This represents the high and low quote information for the stock on the OTC
Bulletin Board. The bid and ask quotations represent prices between dealers
and do not include retail markup, markdown or commission. They do not
represent actual transactions and have not been adjusted for stock
dividends or splits.

All of the above information was listed as reported by the National
Association of Securities Dealers Composite feed or other qualified inter-dealer
quotation medium.

HOLDERS

As of May 31, 2008, there were approximately 245 shareholders of record of
our Common Stock.

DIVIDENDS

We have not paid cash dividends on any class of common equity since
formation and we do not anticipate paying any dividends on our outstanding
common stock in the foreseeable future. There are no material restrictions
limiting or that are likely to limit the our ability to pay dividends on its
outstanding securities.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS 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" 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.

OVERVIEW

Cavit is a biotechnology company that has developed three unique supplement
lines with products that enhance, improve, maintain and support the body by

beneficially effecting various conditions. Cavit has trademarked the names of
its three supplement lines and certain of its supplement product names.

In addition, Cavit is engaged in developing treatments and prevention of
cancers, viral infections, opportunistic infections, related diseases and the
immune system. Our strategy is to develop and commercialize intellectual
property rights to treat, prevent and inhibit several major diseases and to
market these rights to major drug companies.

We currently own twelve 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. Patent Application #'s
4-10 are the result of an additional PCT Utility Application and National Phase
filings in various countries. Patent Application #'s 11 and 12 are the result of
adding nineteen additional compounds for various treatments to our previous
applications through the filing of Continuation-In-Part applications.

Cavit acquired a food supplement line during February 2007. As a result of
agreements entered into with Daycon Investors Associates, Inc., Americare
Nutritional Division ("Daycon") and Dr. Jospeh P. D'Angelo ("D'Angelo"), Cavit
acquired a supplement line. During January 2008, Cavit acquired recipes from
these parties for prostate and cardiovascular supplements. During May 2008,
Cavit terminated the agreements with Daycon and D'Angelo as a result of their
material breaches of the agreements, including 1) their inability to provide
Cavit with the required representations and warranties, 2) their inability to
provide Cavit with credible documentation regarding the research and testing of
products purchased, 3) their inability to warrant the formulation ingredients
and efficacy of products purchased, 4) inability to provide adequate warehouse
space and 5) D'Angelo's breach of confidentiality covenants.

During 2008, Cavit formulated its own supplement products with the
assistance of its formulation chemist and associates. The core products in
Cavit's supplement lines will enhance and improve the prostate, maintain and
support the cardiovascular system, and beneficially effect arthritis and
osteoporosis. Cavit's current supplement formulas are the result of decades of
research and testing conducted by medical doctors, biologists, scientists,
researchers and nutritionists whose work contributed to the development of our
formulas. Our formulas are the result of the research and testing of the most

effective ingredients and nutrients that support and supplement each other at
the optimum dosage of each ingredient. Cavit intends to manufacture, market,
distribute and commercialize a range of supplements to act as powerful
antioxidants and immune enhancers which have beneficial effects upon many
serious diseases.

Cavit's first supplement line is AMERICARE HEALTH PRODUCTS(TM)
("AMERICARE"). This line consists of price driven supplements to be initially
marketed in South America and Central America.

Cavit's second supplement line is MD Solution(TM). This premium supplement
line has been formulated to target specific conditions.

During May 2008, Cavit acquired a third supplement line focused on home
diagnostic test kits and related formulas to target better health. Cavit's third
supplement line is Alternecare Health Products(TM) ("Alternecare").

Cavit's operations are conducted from its new corporate headquarters in
Boca Raton, Florida. Certain operations are outsourced to third parties in order
to keep operating costs streamlined and to reduce capital expenditures. The
lease at Cavit's former facility in Miami, Florida was terminated due to the
landlord's inability to provide Cavit with the required amount of space.

The food supplement lines are an ideal match with our drug development
process. In addition to creating a full range biotech company, the supplement
lines will create a steady stream of cash flow as Cavit negotiates with drug
companies regarding the Company's drug division rights.

Cavit's immediate focus is the production and marketing of its supplement
products in order to generate revenue.

HISTORY OF INTELLECTUAL PROPERTY RIGHTS

During 2007, Cavit filed an additional PCT Utility patent application, six
National Phase applications, and two Continuation-In-Part applications.

Cavit's intellectual property rights currently consist of twelve patent
applications relating to our drug division and numerous trademarked product
lines and product names relating to our supplement division.

We have not generated any profits since our entry into the biotechnology
business, have had no source of revenues and have incurred operating losses. We
expect to incur additional operating losses for the foreseeable future while we
expand and launch our supplement products. Sales of our supplement products will
be sources of revenues in the foreseeable future.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007.

Cavit has not had any revenue since its inception on April 12, 2006.

General and administrative expenses increased by 333% from $118,000 for the
quarter ended March 31, 2007 to $393,000 for the quarter ended March 31, 2008.
General and administrative expenses consist of office expenses, wages and
professional fees. The increase is primarily related to front loaded rent
payments and payments for wages, consultants and professionals.

The Company reported a net loss of $393,000, or $(0.03) per share for the
quarter ended March 31, 2008 and a net loss of $118,000, or ($0.01) per share
for the period ended March 31, 2007.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD ENDED
DECEMBER 31, 2006.

General and administrative expenses increased by 36% from $593,000 for the
period ended December 31, 2006 to $805,000 for the year ended December 31, 2007.
General and administrative expenses consist of office expenses, wages,
professional fees and write-off of impaired intangibles. The increase is
primarily related to the impact of a full year of general and administrative
expenses coupled with an increase in the write-off of an impaired intangible.

Other expenses of $205,187 for the period ended December 31, 2007, consist
primarily of financing costs of $200,000 due to the Company's determination and
treatment of the conversion feature in the notes payable and related stock
options.

The Company reported a net loss of $1,010,236, or $(0.07) per share for the
year ended December 31, 2007 and a net loss of $593,000, or ($0.07) per share
for the period ended December 31, 2006.

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 need to raise additional working capital in order to have
sufficient working capital to finance operations. Our current burn rate is
approximately $32,000 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 and supplement lines.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this prospectus, the Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors. The
term "off-balance sheet arrangement" generally means any transaction, agreement
or other contractual arrangement to which an entity unconsolidated with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee, contract, derivative instrument or variable interest; or (ii) a
retained or contingent interest in assets transferred to such entity or similar
arrangement that serves as credit, liquidity or market risk support for such
assets.

FUTURE COMMITMENTS

As of the date of this prospectus, the Company does not have any material
commitments nor does management anticipate any further material commitments
within the next twelve months.

SELLING SHAREHOLDERS

The selling shareholders purchased the Common Stock and Warrants covering
these shares in a private placement and/or pursuant to certain anti-dilution
rights. The Warrants have not been exercised by the selling shareholders. The
shares offered by this prospectus may be offered from time to time by the
selling shareholders listed in the following table. Each selling shareholders
will determine the number of shares to be sold and the timing for the sales. Our
registration of the shares does not necessarily mean that the selling
shareholders will sell all or any of their shares. Because the selling
shareholders may offer all, some or none of their shares, no definitive estimate
as to the number of shares thereof that will be held by the selling shareholders
after such offering can be provided, and the following table has been prepared
on the assumption that all shares of the Common Stock offered under this
prospectus will ultimately be sold.

Total Shares
of Common Total
Stock Plus Percentage
Shares of Common Percentage Percentage
Issuable Stock, Shares of Beneficial of Common Beneficial of Common
Upon Assuming Common Stock Ownership Stock Owned Ownership Stock Owned
Exercise of Full Included in Before the Before After the After
Name Warrants(1) Exercise(1) Prospectus(2) Offering(3) Offering(3) Offering(4) Offering(4)
---- ----------- ----------- ------------- ----------- ----------- ----------- -----------

Raymond Bazley(5) 1,750,753 8.9% 100,000 1,750,753 8.9% 1,650,753 8.4%

Christopher Brown(6) 2,823,802 14.4% 100,000 2,823,802 14.4% 2,723,802 13.9%

Robert Hennen(7) 869,468 4.4% 13,334 869,468 4.4% 856,154 4.4%

Isthmus Investments
Management, S.A.(8) 2,750,000 13.6% 2,750,000 1,935,842 9.9% 0 0.0%

Margaret Smyth(9) 1,722,386 8.8% 100,000 1,722,386 8.8% 1,622,386 8.3%

Vision International
Enterprises, S.A.(10) 3,100,000 15.3% 2,750,000 1,935,842 9.9% 0 0.0%

- ----------
(1) For purposes of this column only, we have included all shares of common
stock owned or beneficially owned by that selling security holder, and the
number of shares of common stock issuable upon exercise of all warrants or
beneficially owned by such selling security holder. Those shares, however,
are not deemed outstanding for the purpose of computing the percentage
ownership of any other selling security holder. Each selling security
holder's ownership in this column is based on 19,553,960 shares of our
common stock outstanding as of May 31, 2008.

(2) Represent an aggregate of: (i) 2,500,000 shares of outstanding common
stock, and (ii) 3,313,334 shares issuable upon the exercise of warrants
with exercise prices ranging from $.40 to $3.00 per share, subject to
adjustment.

(3) The percentages set forth in this column are based on 19,553,960 shares of
common stock outstanding as of May 31, 2008. The number and percentage of
shares beneficially owned is determined in accordance with Rule 13d-3 of
the Securities Exchange Act of 1934, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rule,
beneficial ownership includes any shares as to which the selling security
holder has sole or shared voting power or investment power and also any
shares, which the selling security holder has the right to acquire within
60 days. However, the terms and conditions of certain warrants held by two
of the selling shareholders, Isthmus Investments Management, S.A.
("Isthmus") and Vision International Enterprises, S.A. ("Vision"), restrict
their ability to exercise their warrants and receive shares of our common
stock such that the number of shares of common stock held by them in the
aggregate and their affiliates after such exercise does not exceed 9.9% of
the then issued and outstanding shares of common stock as determined in
accordance with Section 13(d) of the Exchange Act. Accordingly, this column
represents the aggregate maximum number and percentage of shares that
Isthmus and Vision can own at one time (and therefore, offer for resale at
any one time) due to their 9.9% limitation.

(4) Assumes that all securities registered will be sold.

(5) The 100,000 shares being registered on behalf of this selling shareholder
underlying five-year warrants exercisable at $.55, subject to adjustment.

(6) The 100,000 shares being registered on behalf of this selling shareholder
underlying five-year warrants exercisable at $.55, subject to adjustment.

(7) The 13,334 shares being registered on behalf of this selling shareholder
underlying five-year warrants exercisable at $.55, subject to adjustment.

(8) The shares being registered by this selling shareholder include 1,250,000
shares of common stock held of record in the name of Isthmus and warrants
to acquire 685,842 shares of common stock, the maximum eligible for
exercise by Isthmus. See Note (1), above, for the 9.9% limitation on
ownership by Isthmus. Adam Carmody, the President of Isthmus, has the power
to vote such shares and investment power, which includes the power to
dispose of, or to direct the disposition of, such shares.

(9) The 100,000 shares being registered on behalf of this selling shareholder
underlying five-year warrants exercisable at $.55, subject to adjustment.

(10) The shares being registered by this selling shareholder include 1,600,000
shares of common stock held of record in the name of Vision and warrants to
acquire 335,842 shares of common stock, the maximum eligible for exercise
by Vision. See Note (1), above, for 9.9% limitation on ownership by Vision.
Sara L. de Nunez, the President of Vision, has the power to vote such
shares and investment power, which includes the power to dispose of, or to
direct the disposition of, such shares.

PLAN OF DISTRIBUTION

The selling shareholders may offer the Common Stock at various times in one
or more of the following transactions:

* on any market that might develop;
* in transactions other than market transactions;
* by pledge to secure debts or other obligations;
* purchases by a broker-dealer as principal and resale by the
broker-dealer for its account; or
* in a combination of any of the above

Our shares of common stock offered hereby by the selling shareholders may
be sold from time to time by such shareholders, or by their pledges, donees,
transferees and other successors in interest thereto. These pledges, donees,
transferees and other successors in interest will be deemed "selling
shareholders" for the purposes of this prospectus.

The selling shareholders may use broker-dealers to sell shares. If this
happens, broker-dealers will either receive discounts or commissions from the
selling shareholders, or they will receive commissions from purchasers of shares
from whom they have acted as agents. To date, no discussions have been held or
agreements reached with any broker-dealer.

The selling shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. Rule 144
provides that any affiliate or other person who sells restricted securities of
an issuer for his own account, or any person who sells restricted or any other
securities for the account of an affiliate of the issuer of such securities,
shall be deemed not to be engaged in a distribution of such securities and,
therefore, not to be an underwriter thereof within the meaning of Section
2(a)(11) of the Securities Act, if all of the conditions of Rule 144 are met.
Conditions for sales under Rule 144 include:

a. adequate current public information with respect to the issuer must be
available;
b. restricted securities must meet a six month holding period if
purchased from a reporting company or a 12 month holding period if
purchased from a non-reporting entity (as is the case herein),
measured from the date of acquisition of the securities form the
issuer or from an affiliate of he issuer;
c. sales of restricted or other securities sold for the account of an
affiliate during any three month period, cannot exceed the greater of
1% of the securities of the class outstanding as shown by the most
recent statement of the issuer (There is no 1% limitation applied to
non-affiliate sales);
d. the securities must be sold in ordinary "broker's transactions" within
the meaning of section 4(4) of the Securities Act or in transactions
directly with a market maker, without solicitation by the selling
security holders and without the payment of any extraordinary
commissions or fees;
e. if the amount of securities to be sold pursuant to Rule 144 during any
three month period by an affiliate exceeds 5,000 shares/units or has
an aggregate sale price in excess of $50,000, the selling shareholder
(if an affiliate) must file a notice on Form 144 with the Commission.

The current information requirement listed in (a) above, the volume
limitation listed in (c) above, the requirement for sale pursuant to broker's
transactions listed in (d) above, and the Form 144 notice filing requirements
listed in (e) above, cease to apply to any restricted securities sold for the
account of a non-affiliate if at least six months has elapsed from the date the
securities were acquired from the issuer or from an affiliate, if purchased from
a reporting issuer (as is the case herein) or 12 months if purchased from a
non-reporting issuer.

The selling shareholders shall have the sole and absolute discretion not to
accept any purchase offer or make any sale of shares if they deem the purchase
price to be unsatisfactory at any particular time.

The selling shareholders or their respective pledgees, donees, transferees
or other successors in interest, may also sell the shares directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling shareholders
and/or the purchasers of shares for whom such broker-dealer may act as agents or
to whom they sell as principal or both, which compensation as to a particular
broker-dealer might be in excess of customary commissions. Market makers and
block purchasers purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling shareholder will attempt to sell
shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then market price. The
selling shareholders cannot assure that all or any of the shares offered in this
prospectus will be sold by the selling shareholders.

The selling shareholders, alternatively, may sell all or part of the shares
offered in this prospectus through an underwriter. No selling shareholder has
entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into by a selling shareholder.

Affiliates of Cavit who are offering their shares for resale and any
broker-dealers who act in connections with the sale of the shares hereunder may
be deemed to be "underwriters" of this offering within the meaning of the
Securities Act and any commission they receive and proceeds of any sale of the
shares may be deemed to be underwriting discounts and commissions under the
Securities Act. Each selling shareholder has informed us that he, she or it does
not have any written or oral agreement or understanding, directly or indirectly,
with any person to distribute our common stock.

Selling shareholders and any purchasers of our securities should be aware
that any market that develops in our common stock will be subject to "penny
stock" restrictions.

We will pay all expenses incident to the registration, offering and sale of
the Common Stock other than commissions or discounts of underwriters,
broker-dealers or agents.

This offering will terminate on the earlier of the:

a. date on which the all of the shares of Common Stock offered by this
prospectus are eligible for resale without restrictions pursuant to
Rule 144 under the Securities Act; or
b. date on which all of the shares of Common Stock offered by this
prospectus have been sold by the selling shareholders.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons, we have
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

SELLING SHAREHOLDERS AND ANY PURCHASERS OF OUR SECURITIES SHOULD BE AWARE
THAT THE MARKET IN OUR STOCK WILL BE SUBJECT TO THE PENNY STOCK RESTRICTIONS.

The trading of our securities takes place in the over-the-counter markets,
which are commonly referred to as the OTCBB as maintained by FINRA. As a result,
an investor may find it difficult to dispose of, or to obtain accurate
quotations as to the price of, our securities.

OTCBB CONSIDERATIONS

The OTCBB is separate and distinct from the NASDAQ stock market. NASDAQ has
no business relationship with issuers of securities quoted on the OTCBB. The
SEC's order handling rules, which apply to NASDAQ-listed securities, do not
apply to securities quoted on the OTCBB.

Although the NASDAQ stock market has rigorous listing standards to ensure
the high quality of its issuers and can delist issuers for not meeting those
standards, the OTCBB has no listing standards. Rather, it is the market maker
who chooses to quote a security on the system, files the application and is
obligated to comply with keeping information about the issuer in its files.
FINRA cannot deny an application by a market maker to quote the stock of a
company assuming all FINRA questions relating to is Rule 211 process are
answered accurately and satisfactorily. The only requirements for ongoing
inclusion in the OTCBB is that the issuer be current in its reporting
requirements with the SEC.

Investors may have difficulty in getting orders filled because trading
activity on the OTCBB in general is not conducted as efficiently and effectively
as with NASDAQ-listed securities. As a result, investors' orders may be filled
at prices much different than expected when orders are placed.

Investors must contact a broker-dealer to trade OTCBB securities. Investors
do not have direct access to the bulletin board service. For bulletin board
securities, there only has to be one market maker.

OTCBB transactions are conducted almost entirely on a manual basis. Because
there are no automated systems for negotiating trades on the OTCBB, they are
conducted via telephone. In times of heavy market volume, the limitations of
this process may result in a significant increase in the time it takes to
execute investor orders. Therefore, when investors place market orders-- an
order to buy or sell a specific number of shares at the current market price--
it is possible for the prices of a stock to go up or down significantly during
the lapse of time between placing a market order and getting execution.

Because OTCBB stocks are usually not followed by analysts, there may be
lower trading volume than for NASDAQ-listed securities.

SECTION 15(g) OF THE EXCHANGE ACT

Our shares are covered by Section 15(g) of the Exchange Act and Rules 15g-1
through 15g-6 promulgated thereunder. They impose additional sales practice
requirements on broker-dealers who sell our securities to persons other that
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worths 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 (but is not applicable to us).

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 provide 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 its customers 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 person's
compensation.

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

Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the
definition of a "penny stock" for purposes relevant to us, as any equity
security that has a minimum bid price of less than $4.00 per share or with an
exercise price of less than $4.00 per share, subject to a limited number of
exceptions. It is likely that our shares will be considered to be penny stocks
for the immediately foreseeable future. For any transaction involving a penny
stock, unless exempt, the penny stock rules require that a broker or dealer
approve a person's account for transactions in penny stocks an the broker or
dealer receive from the investor a written agreement to the transaction setting
forth the identity and quantity of the penny stock to be purchase.

In order to approve a person's account for transactions in penny stocks,
the broker or dealer must obtain financial information and investment experience
and objectives of the person and make a reasonable determination that the
transactions in penny stocks are suitable for that person and that that person
has sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the SEC relating to the penny stock
market, which, in highlight form, sets forth:

* the basis on which the broker or dealer made the suitability
determination; and
* that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

The above-referenced requirements may create a lack of liquidity, making
trading difficult or impossible, and accordingly, shareholders may find it
difficult to dispose of our shares.

STATE SECURITIES- BLUE SKY LAWS

Transfer of our common stock may also be restricted under the securities
laws or securities regulations promulgated by various states and foreign
jurisdictions, commonly referred to as "blue sky" laws. Absent compliance with
such individual state laws, our common stock may not be traded in such
jurisdiction. Because of the securities registered hereunder have not been
registered for resale under blue sky laws of every state, the holders of such
shares and persons who desire to purchase them should be aware that there may be
significant state blue sky law restrictions upon the ability of investors to
sell the securities and of purchasers to purchase the securities. Accordingly,
investors may not be able to liquidate their investments and should be prepared
to hold the common stock for an indefinite period of time.

LIMITATIONS IMPOSED BY REGULATION M

Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, each selling shareholder will be subject to
applicable provisions of the Exchange Act and the associated rules and
regulations thereunder, including, without limitation Regulation M, which
provisions may limit the timing of purchases and sales of shares of our common
stock by the selling shareholders. We will make copies of this prospectus
available to the selling shareholders and have informed them of the need for
delivery of copies of this prospectus to purchasers at or prior to the time of
any sale of the shares offered hereby. We assume no obligation to so deliver
copies of this prospectus or any related prospectus supplement.

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. Mr. Wise
and his family own 394,240 shares of our common stock, but are not selling
shareholders in this offering.

EXPERTS

The financial statements of Cavit Sciences, Inc. as of December 31, 2007,
and 2006, and for the fiscal years ended December 31, 2007 and 2006, included in
this prospectus have been audited by independent registered public accountants
and have been so included in reliance upon the reports of Berkovitz and Company,
LLP and Infante & Company given on the authority of such firms as experts in
accounting and auditing.

UNAUDITED INTERIM STATEMENTS

The information for the interim period ended March 31, 2008, is unaudited;
however, it includes all adjustments considered necessary by management for a
fair presentation of our financial condition and results of operations at such
date.

TRANSFER AGENT

Our transfer agent is Gulf Registrar and Transfer Corporation. Their
address is Route 1, Box 2374, Cliff Drive, Dickinson, Texas 77359. Their
telephone number is (281) 339-2451.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1, including exhibits, schedules and amendments, under the
Securities Act of 1933, as amended, with respect to the Common Stock to be sold
in this offering. This prospectus does not contain all of the information
contained in the registration statement. For further information about us and
the Common Stock to be sold in this offering, please refer to our registration
statement.

Cavit Sciences is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. Accordingly, we file annual,
quarterly and special reports, proxy statements and other information with the
SEC. You may read and copy any document we file at the SEC's public reference
room at 100 F Street, N.E., Washington, D.C. 20549. You should call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings will also be available to the public at the SEC's web site at
http://www.sec.gov.

You may request, and we will voluntarily provide, a copy of our filings,
including our annual report, which will contain audited financial statements, at
no cost to you, by writing or telephoning us at the following address and
telephone number:

Cavit Sciences, Inc., 1600 South Dixie Highway, Suite 500, Boca Raton,
Florida 33432 (561) 544-6988

COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company, we have been advised by our special securities counsel
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy and is, therefore, unenforceable.

FINANCIAL STATEMENTS

The financial statements for the fiscal years ending December 31, 2007 and
2006, and the interim period ending March 31, 2008, are set forth on pages F-1
through F-25.

Index

Page Number
-----------

FINANCIAL STATEMENTS
FOR THE QUARTER ENDED MARCH 31, 2008

Balance Sheet as of March 31, 2008 F-2

Statements of Operations for the quarter ended March 31, 2008,
quarter ended March 31, 2007 and the cumulative period from
April 12, 2006 (inception) to March 31, 2008. F-3

Statements of Cash Flows for the quarter ended March 31, 2008,
quarter ended March 31, 2007 and the cumulative period from
April 12, 2006 (inception) to March 31, 2008. F-4

Statements of Changes in Stockholders' Equity for the quarter
ended March 31, 2008. F-5

Notes to Financial Statements F-6

FOR THE PERIOD DECEMBER 31, 2007

Reports of Independent Registered Public Accounting Firms F-12

Balance Sheets as of December 31, 2007 and 2006 F-14

Statements of Operations for the Year ended December 31, 2007, F-15
the period from April 12, 2006 (inception) to December 31, 2006
and the cumulative period from April 12, 2006 (inception) to
December 31, 2007.

Statements of Cash Flows for the Year ended December 31, 2007, F-16
the period from April 12, 2006 (inception) to December 31, 2006
and the cumulative period from April 12, 2006 (inception) to
December 31, 2007.

Statements of Changes in Stockholders' Equity for the Year ended F-17
December 31, 2007, the period from April 12, 2006 (inception) to
December 31, 2006 and the cumulative period from April 12, 2006
(inception) to December 31, 2007.

Notes to Financial Statements F-18

F-1

CAVIT SCIENCES, INC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(Unaudited)

March 31, 2008
--------------
ASSETS

Current assets:
Cash $ 201,309
-----------

Total current assets 201,309

Intangible assets 54,311
Other asset 5,336
-----------

Total assets $ 260,956
===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable $ 7,798
Accrued expenses 32,212
Accrued wages payable 160,574
Note payable 225,000
-----------

Total current liabilities 425,584
-----------
Stockholders' deficit
Preferred stock - $.01 par value; 5,000,000 shares authorized,
none issued or outstanding --
Common stock - $.01 par value; 45,000,000 shares authorized,
19,399,356 shares issued and outstanding 193,994
Additional paid-in capital 1,618,659
Stock to be issued 18,726
Deficit accumulated during the development stage (1,996,007)
-----------

Total stockholders' deficit (164,628)
-----------

Total liabilities and stockholders' deficit $ 260,956
===========

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

F-2

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)

Three months Three months April 12, 2006
ended ended (Inception) to
March 31, March 31, March 31,
2008 2007 2008
----------- ----------- -----------

Revenues $ -- $ -- $ --
----------- ----------- -----------
General and administrative expenses
Office expenses 260,821 117,526 695,427
Write-off of impaired intangibles -- -- 336,997
Wages 64,500 -- 358,535
Professional fees 67,579 -- 399,861
----------- ----------- -----------
Total general and administrative expenses 392,900 117,526 1,790,820
----------- ----------- -----------

Loss from operations (392,900) (117,526) (1,790,820)
----------- ----------- -----------
Other expense
Interest expense -- -- 5,187
Financing costs -- -- 200,000
----------- ----------- -----------
Total other expense -- -- 205,187
----------- ----------- -----------

Net loss $ (392,900) $ (117,526) $(1,996,007)
=========== =========== ===========

Basic and diluted loss per share $ (0.03) $ (0.01)
=========== ===========
Weighted average shares
used in per share calculation 16,253,274 13,294,357
=========== ===========

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

F-3

CAVIT SCIENCES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)

Three months Three months April 12, 2006
ended ended (Inception) to
March 31, March 31, March 31,
2008 2007 2008
----------- ----------- -----------

Cash flows from operating activities:
Net loss $ (392,900) $ (117,526) $(1,996,007)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock to be issued for services 18,726 -- 27,874
Stock issued for services 167,510 -- 486,554
Stock issued pursuant to anti-dilution provisions -- -- 76,307
Purchased research and development -- -- 88,462
Write off of impaired intangible -- -- 336,997
Financing costs -- -- 200,000
Interest expense -- -- 5,184
Changes in operating assets and liabilities
(Increase) in other asset (5,336) -- (5,336)
(Increase) decrease in due from related party -- (1,238) 2,853
Increase in accrued payables 4,912 -- 4,912
Increase in derivative liability -- 15,800 --
Increase (decrease) in accounts payable (2,206) 84,582 192,821
----------- ----------- -----------

Net cash used in operating activities (209,294) (18,382) (579,379)
----------- ----------- -----------
Cash flows from investing activities:
Purchase of intellectual property and intangibles (54,311) -- (74,311)
----------- ----------- -----------

Net cash used in investing activities (54,311) -- (74,311)
----------- ----------- -----------
Cash flows from financing activities:
Payments on notes payable (25,000) (10,000) (35,000)
Proceeds from notes payable -- -- 390,000
Cash from the sale of common stock 475,000 -- 500,000
----------- ----------- -----------

Net cash provided by financing activities 450,000 (10,000) 855,000
----------- ----------- -----------

Net increase (decrease) in cash 186,395 (28,382) 201,310

Cash, beginning of period 14,915 34,013 --
----------- ----------- -----------

Cash, end of period $ 201,310 $ 5,631 $ 201,310
=========== =========== ===========

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

F-4

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM APRIL 12, 2006 (INCEPTION) TO MARCH 31, 2008
(Unaudited)

Common Stock Accumulated
------------------ Additional Deficit
Par Paid-in During Shares to
Number Value Capital Development Be Issued Total
------ ----- ------- ----------- --------- -----

Balance at Inception - April 12, 2006 -- $ -- $ -- $ -- $ -- $ --
Issuance of common stock for
cash-at $0.08 2,375,000 23,750 166,250 -- -- 190,000
Issuance of common stock to Hard to
Treat Diseases, Inc. for spin-off-
at $0.0171-Note 2 8,475,000 84,750 60,709 -- -- 145,459
Issuance of common stock for consulting
services-at $0.08 455,000 4,550 31,850 -- -- 36,400
Issuance of common stock for tranfer
agent services-at $0.08 115,800 1,158 8,106 -- -- 9,264
Issuance of common stock for legal
services-at $0.08 314,750 3,147 22,033 -- -- 25,180
Issuance of common stock to directors
for fees-at $0.01 300,000 3,000 -- -- -- 3,000
Issuance of common stock to directors
for fees-at $0.08 387,500 3,875 27,125 -- -- 31,000
Issuance of common stock to CEO & CFO
for services-at $0.01 50,000 500 -- -- -- 500
Issuance of common stock to CEO & CFO
for services-at $0.08 562,500 5,625 39,375 -- -- 45,000
Issuance of common stock to shareholders
for anti-dilution-at $0.08 258,807 2,588 18,116 -- -- 20,704
Common shares to be issued to attorney
for legal services-at $0.30 -- -- -- -- 4,005 4,005
Common shares to be issued to transfer
agent for services-at $0.30 -- -- -- -- 5,143 5,143
Net loss -- -- -- (592,871) -- (592,871)
---------- -------- ---------- ----------- -------- -----------
Balance, December 31, 2006 13,294,357 132,943 373,564 (592,871) 9,148 (77,216)
---------- -------- ---------- ----------- -------- -----------
Issuance of common stock for legal
services-at $0.229 and $0.30 69,087 691 15,199 -- (4,005) 11,885
Issuance of common stock to directors
for fees-at $0.09 166,670 1,667 13,333 -- -- 15,000
Issuance of common stock for legal
services-at $0.289 37,138 372 10,399 -- -- 10,771
Issuance of common stock to CEO & CFO
for services-at $0.29 153,449 1,534 42,965 -- -- 44,499
Issuance of common stock for legal
services-at $0.28 6,375 64 1,722 -- -- 1,786
Issuance of common stock to directors
for fees-at $0.349 42,860 429 14,571 -- -- 15,000
Issuance of common stock to shareholders
for anti-dilution-at $0.467 109,430 1,094 49,244 -- -- 50,338
Common shares to be issued to transfer
agent for services-at $0.30 17,144 171 4,972 -- (5,143) --
Issuance of common stock for tranfer
agent services-at $0.28 4,263 43 1,150 -- -- 1,193
Issuance of common stock for legal
services-at $0.46 1,630 16 732 -- -- 748
Issuance of common stock for legal
services-at $0.55 11,236 112 6,068 -- -- 6,180
Issuance of common stock to directors
for fees-at $0.40 37,500 375 14,625 -- -- 15,000
Common stock issued for debt
conversions 2,564,839 25,648 179,539 -- -- 205,187
Issuance of common stock for anti-
dilution-at $0.65 8,100 81 5,184 -- -- 5,265
Issuance of common stock to directors
for fees-at $0.55 16,365 164 8,838 -- -- 9,002
Issuance of common stock for legal
services-at $0.60 14,525 146 8,570 -- -- 8,716
Issuance of common stock for legal
services-at $0.56 13,152 131 7,234 -- -- 7,365
Issuance of common stock for tranfer
agent services-at $0.60 2,304 23 1,359 -- -- 1,382
Value of beneficial conversion feature
and options in debt issued -- -- 200,000 -- -- 200,000
Common shares to be issued to tranfer
agent for services-at $0.60 -- -- -- -- 15,716 15,716
Common shares to be issued for legal
services-at $0.60 -- -- -- -- 4,455 4,455
Common shares to be issued for
Investor-at $0.20 -- -- -- -- 12,500 12,500
Common shares to be issued for
Investor-at $0.20 -- -- -- -- 12,500 12,500

Net loss -- -- -- (1,010,236) -- (1,010,236)
---------- -------- ---------- ----------- -------- -----------
Balance, December 31, 2007 16,570,424 165,704 959,268 (1,603,107) 45,171 (432,964)
---------- -------- ---------- ----------- -------- -----------
Issuance of common stock for purchase
agreement-at $0.20 2,500,000 25,000 475,000 -- (25,000) 475,000
Issuance of common stock for transfer
agent services-at $0.55 51,193 512 27,644 -- (15,716) 12,440
Issuance of common stock for legal
services-at $0.36 12,375 124 4,332 -- (4,455) --
Issuance of common stock for legal
services-at $0.33 15,364 154 4,916 -- -- 5,070
Issuance of common stock for consulting
services-at $0.60 250,000 2,500 147,500 -- -- 150,000
Common shares to be issued to directors
for fees-at $0.20 -- -- -- -- 6,000 6,000
Common shares to be issued for legal
fees-at $0.27 -- -- -- -- 10,710 10,710
Common shares to be issued for legal
fees-at $0.21 -- -- -- -- 1,095 1,095
Common shares to be issued for transfer
agent fees-at $0.28 -- -- -- -- 921 921
Net loss -- -- -- (392,900) -- (392,900)
---------- -------- ---------- ----------- -------- -----------
Balance, March 31,2008 19,399,356 $193,994 $1,618,659 $(1,996,007) $ 18,726 $ (164,627)
========== ======== ========== =========== ======== ===========

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

F-5

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2008

Note 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE AND CONTINUANCE OF OPERATIONS

Cavit Sciences, Inc. ("The Company" or "Cavit") is engaged in developing
treatments of cancer, viral infections, opportunistic infections, and immune
enhancers. The Company's strategy is to develop and commercialize intellectual
property rights for acquisition by a drug company. Cavit is also a manufacturer,
marketer and distributor of supplements lines that have been designed and
formulated to enhance and improve the prostate, maintain and support
cardiovascular system and beneficially affect arthritis, osteoporosis and other
conditions.

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, Inc. ("Parent"), and was
spun-off as a separate entity from the Parent effective May 31, 2006. The
Company's registration statement on Form SB-2 became effective with the
Securities and Exchange Commission on October 16, 2006.

The financial statements for the three months ended March 31, 2008 and 2007 and
for the period from April 12,2006 (inception) to March 31, 2008, together with
the balance sheet as of March 31, 2008 included herein have not been audited by
the Company's independent public accountants. In the opinion of management, all
adjustments necessary to present fairly the financial position at March 31, 2008
and the results of operations and cash flows for the periods presented herein
have been made.

The financial statements included herein have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been omitted pursuant to such regulations. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2007.

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.

At March 31, 2008, the Company has negative working capital of $224,275, has
incurred losses since inception totalling $1,996,007 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
raising funds in order to provide for the Company's capital needs, however,
there are no assurances that management's plans will be attained.

F-6

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2008

Note 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CON'T)

CASH

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 maintains the majority of its cash balances with one financial
institution, in the form of demand deposits. Occasionally, such balances exceed
Federal insured limits.

DEVELOPMENT STAGE COMPANY

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

FINANCIAL INSTRUMENTS

The carrying value of 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 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
and intangible assets, the recoverability test is performed using undiscounted
net future 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."

RECLASSIFICATIONS

Certain reclassifications have been made to prior period financial statements
for them to conform with the 2008 presentation.

F-7

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2008

Note 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CON'T)

SHARE-BASED PAYMENT

Effective January 1, 2006, the Company adopted SFAS No. 123 (R), "Share Based
Payment," using the modified prospective transition method. SFAS No. 123R is a
revision of SFAS No. 123, Accounting for Stock-Based Compensation, it supersedes
APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related
implementation guidance. SFAS No. 123 (R) addresses all forms of share-based
payment awards including shares issued under employee stock purchase plans,
stock options, restricted stock and stock appreciation rights. During the
periods ended March 31, 2008 and 2007, the Company did not issue any stock to an
employee of the Company.

The cost of stock-based compensation awards issued to non-employees for services
are recorded at either the fair value of the services rendered or of the
instruments issued in exchange for such services, whichever is more readily
determinable, using the measurement date guidelines enumerated in Emerging
Issues Task Force ("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." During the periods ended March 31, 2008 and 2007,
the Company issued 328,932 and 0 shares, respectively, of common stock with a
value of $187,681 (of which $20,171 pertained to expenses accrued in the prior
year) and $0, respectively, to certain providers of outside services. These
amounts have been recorded in General and Administrative expenses in the
accompanying statements of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the FASB issued SFAS No. 159, "Establishing the Fair Value
Option for Financial Assets and Liabilities ("SFAS No. 159"). SFAS No. 159 was
to permit all entities to choose to elect, at specified election dates, to
measure eligible financial instruments at fair value. An entity shall report
unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date, and recognize upfront
costs and fees related to those items in earnings as incurred and not deferred.
SFAS No. 159 applies to fiscal years beginning after November 15, 2007, with
early adoption permitted for an equity that has also elected to apply the
provisions of SFAS No. 157, "Fair Value Measurements". An entity is prohibited
from retrospectively applying SFAS No. 159, unless it chooses early adoption.
SFAS No. 159 also applies to eligible items existing at November 15, 2007 (or
early adoption date). The Company is evaluating the potential impact of the
adoption of SFAS No. 159 on the Company's financial statements.

In December 2006, the Financial Accounting Standards Board (FASB) issued Staff
Position (FSP) EITF 00-19-2, "Accounting for Registration Payment Arrangements".
This FSP specifies that the contingent obligation to make future payments or
otherwise transfer consideration under a registration payment arrangement,
whether issued as a separate agreement or included as a provision of a financial
instrument or other agreement, should be separately recognized and measured in
accordance with FASB Statement No. 5, "Accounting for Contingencies". The
guidance is effective for fiscal years beginning December 15, 2006. The Company
is evaluating the potential impact of the adoption of SFAS No. 159 on the
Company's financial statements.

F-8

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2008

Note 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CON'T)

In September 2006 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157 "Fair Value Measurements" (SFAS 157),
which provides expanded guidance for using fair value to measure assets and
liabilities. SFAS 157 establishes a hierarchy for data used to value assets and
liabilities, and requires additional disclosures about the extent to which a
company measures assets and liabilities at fair value, the information used to
measure fair value, and the effect of fair value measurements on earnings.
Implementation of SFAS 157 is required on December 1, 2007. The Company is
evaluating the potential impact of the adoption of SFAS No. 157 on the Company's
financial statements.

Note 2 RELATED PARTIES

During the period ended March 31, 2008, the Company issued 328,932 common shares
with a value of $187,681 (of which $20,171 pertained to expenses accrued in the
prior years)to providers of outside services which are also stockholders.
There were no shares issued during the period ended March 31, 2007

Note 3 INCOME TAXES

As of March 31, 2008, the Company had a net operating loss carryforward for
income tax reporting purposes of approximately $2,000,000 that may be offset
against future taxable income through 2026. Current tax laws limits 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.

Deferred tax assets:
Approximate operating loss carryforwards $ 2,000,000
-----------
Gross deferred tax assets 680,000
Less: valuation allowance (680,000)
-----------
Net deferred tax asset $ --
===========

F-9

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2008

Note 4 STOCKHOLDERS' DEFICIT

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 modify the provisions of the preferred stock prior to issuance. As
of March 31, 2008, no shares of preferred stock have been issued. During the
period from inception through March 31, 2008, the Company issued 19,399,356
shares of common stock to pay for services, for cash, and to acquire patent
application rights.

During the three months ended March 31, 2008 the Company issued 2,828,932 shares
of common stock at prices ranging from $.20 to $.60 for various matters. Of the
total shares, 328,932 shares were issued for director fees, legal fees, transfer
agent fees, compensation and consulting fees. The remaining 2,500,000 of the
company's unregistered common stock was sold at $.20 per share. As a result of
the latter sale the Company raised $500,000 (of which $25,000 was received in
the prior year).

During the three months ended March 31, 2008 the Company issued 3,000,000
warrants to investors pursuant to common stock purchase agreements. These
warrants for common stock have strike prices ranging from $0.40 to $3.00 per
share with varying expiration dates from the day of issuance not to exceed the
commitment amount. Set forth below is the activity related to options and
warrants:

Options
at an exercise
price of 80% Warrants at
of the average an exercise
price for the price
five days prior ranging from
to exercise $0.40 to $3.00 Total
----------- -------------- -----
Outstanding at December 31, 2006 -- -- --
Issued during the quarter
ended March 31, 2007 125,000 -- 125,000
Issued after March 31, 2007 2,375,000 313,334 2,688,334
Expired or cancelled -- -- --
Exercised -- -- --
--------- --------- ---------
Outstanding at December 31, 2007 2,500,000 313,334 2,813,334

Issued -- 3,000,000 3,000,000
--------- --------- ---------

Outstanding at March 31, 2008 2,500,000 3,313,334 5,813,334
========= ========= =========

Note 5 COMMITMENTS

The Company has executed a one year consulting agreement with its Chief
Financial Officer. The agreement began on January 21, 2008 and calls for annual
compensation of $60,000.

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

Under the "2006 Employee and Consultant Stock Incentive Plan", the directors of
the Company shall be compensated $3,000 per quarter. The CEO and CFO are each
eligible for year end bonuses.

F-10

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2008

Note 6 INTANGIBLE ASSETS

During the three months ended March 31, 2008, the Company's intangible assets
are comprised of $50,000 disbursed for two proprietary formulas to Daycon
Investors Associates, Inc. ("Daycon") and $4,311 in capitalized legal fees
relating to our intellectual property rights. The proprietary formulas will be
subject to the outcome of the matters discussed in Note 9 below.

Note 7 NON-CASH FINANCING ACTIVITIES

During the Quarter ended March 31, 2008, the Company issued 328,932 common
shares to outside service providers and shareholders with a value of $187,681,
of which $20,171 pertained to expenses accrued in the prior year. There were no
issuances of stock to outside service providers during the quarter ended March
31, 2007.

Note 8 NOTE PAYABLE

The Company issued a $250,000 note payable upon its acquisition of the
supplement Line purchased from Daycon on December 28, 2007. A $25,000 payment
was made on the note during January 2008 to reduce the principal balance to
$225,000. Additional payments on the note are to be made by paying the note
holder 20% of the gross amount of additional financing received by the Company
until the note is paid in full. This is an unsecured non-interest bearing note.

This note payable will be subject to the outcome of the matters discussed in
Note 9 below.

Note 9 SUBSEQUENT EVENTS

On May 8, 2008, the Registrant terminated the following three agreements: 1) a
Lease Agreement with Daycon for facility space in Miami, Florida 2) the Amended
Asset Purchase & Royalty Agreement with Daycon for the purchase of a product
line and additional formulas and 3) a Consulting Agreement with Dr. Joseph P.
D'Angelo, (President of Daycon) for consulting services on behalf of the
Company.

The Lease Agreement with Daycon was terminated due to Daycon's default under the
Lease Agreement. From inception of the lease on January 1, 2008, Daycon was in
material breach of the Lease Agreement, since the required amount of space was
not made available to the Registrant as provided for in the Lease Agreement. The
Registrant has demanded reimbursement of a portion of the rent paid and the
security deposit from Daycon.

The Amended Asset Purchase & Royalty Agreement was terminated due to Daycon's
inability to provide the Registrant with the required representations and
warranties. Daycon has been unable to provide the Registrant with credible
documentation and unable to warrant the formulation ingredients and efficacy of
certain products purchased. The Registrant has demanded the return of all
consideration paid to Daycon regarding this agreement.

The Consulting Agreement was terminated due to D'Angelo's failure to provide
consulting services outlined in the Agreement and D'Angelo's material breach of
the confidentiality provision by divulging confidential information to third
parties.

The Companys' termination of the above agreements may result in a legal action.
The Company intends to vigorously defend its rights resulting from any legal
actions.

On May 9, 2008, the Registrant relocated its offices and will conduct its
operations from its new corporate headquarters located at 1600 South Dixie
Highway, Suite 500, Boca Raton, Florida 33432.

F-11

Financial Statements December 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Cavit Sciences, Inc. ("the
Company") (a development stage company) as of December 31, 2007 and the related
statements of operations, changes in stockholders' deficit and cash flows for
the year then ended. 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. Our opinion on the statements of
operations, changes in stockholders' deficit and cash flows for the period from
April 12, 2006 (inception) to December 31, 2007 insofar as it relates to amounts
for the period prior to January 1, 2007 is based on the report of other
auditors.

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 also 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
December 31, 2007, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's dependence on outside financing, lack of
sufficient working capital, and recurring losses raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans are
described in Note 1 to the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Berkovits & Company, LLP
- ------------------------------------
Ft. Lauderdale, Florida
April 16, 2008

F-12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Cavit Sciences, Inc. (a
development stage company) as of December 31, 2006 and the related statements of
operations, changes in stockholders' equity and cash flows for the period from
April 12, 2006 (date of inception) to December 31, 2006. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cavit Sciences, Inc. as of
December 31, 2006, and the results of its operations and its cash flows for the
period from April 12, 2006 (date of inception) to December 31, 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 negative working capital of $77,216,
has incurred losses since inception totalling $592,871 and has yet to achieve
profitable operations. 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
April 4, 2007

F-13

CAVIT SCIENCES, INC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

December 31,
2007
-----------
ASSETS

Current assets:
Cash $ 14,915
-----------

Total current assets $ 14,915
===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable $ 10,004
Accrued taxes payable 48,580
Accrued expenses 32,852
Accrued wages payable 106,443
Note payable 250,000
-----------

Total current liabilities 447,879
-----------
Stockholders' Deficit:
Preferred stock - $.01 par value; 5,000,000 shares authorized,
none issued or outstanding --
Common stock - $.01 par value; 45,000,000 shares authorized,
16,570,424 shares issued and outstanding 165,704
Additional paid-in capital 959,268
Stock to be issued 45,171
Deficit accumulated during the development stage (1,603,107)
-----------

Total stockholders' deficit (432,964)
-----------

Total liabilities and stockholders' deficit $ 14,915
===========

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

F-14

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

Cummulative for
Period from the period from
April 12, 2006 April 12, 2006
Year ended (inception) to (inception) to
December 31, December 31, December 31,
2007 2006 2007
------------ ------------ ------------

Revenues $ -- $ -- $ --
------------ ------------ ------------
General and administrative expenses
Office expenses 162,223 270,918 433,141
Write-off of impaired intangible 250,000 -- 250,000
Wages 173,535 120,500 294,035
Purchased research and development expenses -- 88,462 88,462
Professional fees 219,291 112,991 332,282
------------ ------------ ------------
Total general and administrative expenses 805,049 592,871 1,397,920
------------ ------------ ------------

Loss from operations (805,049) (592,871) (1,397,920)
------------ ------------ ------------
Other expense
Interest expense 5,187 -- 5,187
Financing costs 200,000 -- 200,000
------------ ------------ ------------
Total other expense 205,187 -- 205,187
------------ ------------ ------------

Net loss $ (1,010,236) $ (592,871) $ (1,603,107)
============ ============ ============

Basic and diluted loss per share $ (0.07) $ (0.07)
============ ============
Weighted average shares
used in per share calculation 13,953,892 8,904,984
============ ============

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

F-15

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

Common Stock
-------------------- Additional Accumulated
Par Paid-in Deficit During Shares to
Number Value Capital Development Be Issued Total
------ ----- ------- ----------- --------- -----

Net loss -- -- -- (592,871) -- (592,871)
----------- -------- -------- ----------- ------- -----------
Balance, December 31, 2006 13,294,357 132,943 373,564 (592,871) 9,148 (77,216)
Issuance of common stock for legal
services - at $0.229 and $0.30 69,087 691 15,199 -- (4,005) 11,885
Issuance of common stock to directors
for fees - at $0.09 166,670 1,667 13,333 -- -- 15,000
Issuance of common stock for legal
services - at $0.289 37,138 372 10,399 -- -- 10,771
Issuance of common stock to CEO & CFO
for services - at $0.29 153,449 1,534 42,965 -- -- 44,499
Issuance of common stock for legal
services - at $0.28 6,375 64 1,722 -- -- 1,786
Issuance of common stock to directors
for fees - at $0.349 42,860 429 14,571 -- -- 15,000
Issuance of common stock to shareholders for
anti-dilution - at $0.467 109,430 1,094 49,244 -- -- 50,338
Common shares to be issued to transfer agent
for services - at $0.30 17,144 171 4,972 -- (5,143) --
Issuance of common stock for tranfer agent
services - at $0.28 4,263 43 1,150 -- -- 1,193
Issuance of common stock for legal
services - at $0.46 1,630 16 732 -- -- 748
Issuance of common stock for legal
services - at $0.55 11,236 112 6,068 -- -- 6,180
Issuance of common stock to directors for
fees - at $0.40 37,500 375 14,625 -- -- 15,000

Common stock issued for debt conversions 2,564,839 25,648 179,539 -- -- 205,187
Issuance of common stock for anti-dilution -
at $0.65 8,100 81 5,184 -- -- 5,265
Issuance of common stock to directors for
fees - at $0.55 16,365 164 8,838 -- -- 9,002
Issuance of common stock for legal
services - at $0.60 14,525 146 8,570 -- -- 8,716
Issuance of common stock for legal
services - at $0.56 13,152 131 7,234 -- -- 7,365
Issuance of common stock for tranfer agent
services - at $0.60 2,304 23 1,359 -- -- 1,382
Value of beneficial conversion feature and
options in debt issued -- -- 200,000 -- -- 200,000
Common shares to be issued to tranfer agent
for services - at $0.60 -- -- -- -- 15,716 15,716
Common shares to be issued for legal
services - at $0.60 -- -- -- -- 4,455 4,455
Common shares to be issued for Investor -
at $0.20 -- -- -- -- 12,500 12,500
Common shares to be issued for Investor -
at $0.20 -- -- -- -- 12,500 12,500
Net loss -- -- -- (1,010,236) -- (1,010,236)
----------- -------- -------- ----------- ------- -----------
Balance, December 31, 2007 16,570,424 $165,704 $959,268 $(1,603,107) $45,171 $ (432,964)
=========== ======== ======== =========== ======= ===========

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

F-16

CAVIT SCIENCES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

Cash flows from operating activities:
Net loss $(1,010,236) $ (592,871) $(1,603,107)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock to be issued for services -- 9,148 9,148
Stock issued for services 168,700 150,344 319,044
Stock issued pursuant to anti-dilution provisions 55,603 20,704 76,307
Purchased research and development -- 88,462 88,462
Write off of impaired intangible 250,000 86,997 336,997
Financing costs 200,000 -- 200,000
Interest expense 5,184 -- 5,184
Changes in operating assets and liabilities
Decrease in due from related party 1,615 1,238 2,853
(Increase) decrease in notes receivable 5,000 (5,000) --
Increase in accounts payable 90,036 104,991 195,027
----------- ----------- -----------

Net cash used in operating activities (234,098) (135,987) (370,085)
----------- ----------- -----------
Cash flows from investing activities:
Purchase of intellectual property rights -- (20,000) (20,000)
----------- ----------- -----------

Net cash used in investing activities -- (20,000) (20,000)
----------- ----------- -----------
Cash flows from financing activities:
Repayment of note payable (10,000) -- (10,000)
Proceeds from notes payable 200,000 190,000 390,000
Deposit on sale of common stock 25,000 -- 25,000
----------- ----------- -----------

Net cash provided by financing activities 215,000 190,000 405,000
----------- ----------- -----------

Net increase (decrease) in cash (19,098) 34,013 14,915

Cash, beginning of period 34,013 -- --
----------- ----------- -----------

Cash, end of period $ 14,915 $ 34,013 $ 14,915
=========== =========== ===========

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

F-17

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2007

Note 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE AND CONTINUANCE OF OPERATIONS

At December 31, 2007, the Company has negative working capital of $432,964, has
incurred losses since inception totalling $1,603,107 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
raising funds in order to provide for the Company's capital needs, however,
there are no assurances that management's plans will be attained.

CASH

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-18

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2007

Note 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CON'T)

DEVELOPMENT STAGE COMPANY

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

FINANCIAL INSTRUMENTS

The carrying value of cash, 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

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." During the year ended December 31, 2007, of
approximately 118,000 common shares were issued with a value of $55,603 to
certain shareholders as a result of anti-dilutive clauses in their shareholder
agreements with the Company that were triggered due to the issuance of shares to
other shareholders.

F-19

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2007

Note 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CON'T)

SHARE-BASED PAYMENT

Effective January 1, 2006, the Company adopted SFAS No. 123 (R), "Share Based
Payment," using the modified prospective transition method. SFAS No. 123R is a
revision of SFAS No. 123, Accounting for Stock-Based Compensation, it supersedes
APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related
implementation guidance. SFAS No. 123 (R) addresses all forms of share-based
payment awards including shares issued under employee stock purchase plans,
stock options, restricted stock and stock appreciation rights. During the
periods ended December 31, 2007 and 2006, the Company issued 104,861 and 375,000
shares, respectively, of common stock with a value of $26,500 and $19,500,
respectively, to an employee of the Company. These amounts have been recorded in
General and Administrative expenses in the accompanying statements of
operations.

The cost of stock-based compensation awards issued to non-employees for services
are recorded at either the fair value of the services rendered or of the
instruments issued in exchange for such services, whichever is more readily
determinable, using the measurement date guidelines enumerated in Emerging
Issues Task Force ("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." During the periods ended December 31, 2007 and
2006, the Company issued 488,837 and 1,810,550 shares, respectively, of common
stock with a value of $142,200 and $130,844, respectively, to certain providers
of outside services. These amounts have been recorded in General and
Administrative expenses in the accompanying statements of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

F-20

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2007

Note 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CON'T)

In July 2006, the Financial Accounting Standards Board issued FASB
Interpretation No. 48 "Accounting for Uncertainty in Income Taxes--an
Interpretation of FASB Statement 109" (FIN 48), which clarifies the accounting
for uncertainty in tax positions taken or expected to be taken in a tax return,
including issues relating to financial statement recognition and measurement.
FIN 48 provides that the tax effects from an uncertain tax position can be
recognized in the financial statements only if the position is
"more-likely-than-not" of being sustained if the position were to be challenged
by a taxing authority. The assessment of the tax position is based solely on the
technical merits of the position, without regard to the likelihood that the tax
position may be challenged. If an uncertain tax position meets the
"more-likely-than-not" threshold, the largest amount of tax benefit that is
greater than 50 percent likely of being recognized upon ultimate settlement with
the taxing authority, is recorded. The provisions of FIN 48 are effective for
fiscal years beginning after December 15, 2006, with the cumulative effect of
the change in accounting principle recorded as an adjustment to opening retained
earnings.

Note 2 RELATED PARTIES

During the period ended December 31, 2007, the Company issued 176,854 common
shares with a value of $70,200 to providers of outside services; 263,395 common
shares with a value of $54,000 to directors of the Company for their director
fees; and 153,449 common shares with a value of $44,500 to the CEO and CFO of
the Company for their services.

On May 31, 2006, the Company entered into an Asset Purchase Agreement with its
former 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 which was 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.

On June 1, 2006 the Company entered into a management advisory and support
agreement for a twelve month period with its former Parent, Hard to Treat
Diseases, Inc. for $1,000 per month which includes the use of office space.
During the period from April 12, 2006 to December 31, 2006, the Parent collected
funds on behalf of the Company and repaid certain expenses on the Company's
behalf. Per the agreement, the Company paid $7,000 in management advisory fees
to Hard to Treat Diseases, Inc. for the period from April 12, 2006 to December
31, 2006.

F-21

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2007

Note 2 RELATED PARTIES (CON'T)

During the period ended December 31, 2006, the Company issued 2,375,000 shares
for cash totalling $190,000. An additional 885,550 common shares were issued
with a value of $70,844 to providers of outside services to the Company; 687,500
common shares were issued with a value of $34,000 to directors of the Company
for their director fees; and 612,500 common shares were issued with a value of
$45,500 to the CEO and CFO of the Company for their services.

Under the "2006 Employee and Consultant Stock Incentive Plan", the directors of
the Company shall be compensated $3,000 per quarter and the board approved this
payment in December 2006 via the issuance of 37,500 common shares with a value
of $.08 per share. The CEO and CFO were each eligible for year end bonuses of
$15,000 annually and those bonuses were paid in December 2006 via the issuance
of 187,500 common shares to both the CEO and CFO with a value of $.08 per share.

Note 3 INCOME TAXES

As of December 31, 2007, the Company had a net operating loss carryforward for
income tax reporting purposes of approximately $1,600,000 that may be offset
against future taxable income through 2026. Current tax laws limits 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.

2007
-----------
Deferred tax assets:
Net operating loss carryforwards $ 1,600,000
-----------
Gross deferred tax assets 544,000
Less: valuation allowance (544,000)
-----------
Net deferred tax asset $ --
===========

Note 4 STOCKHOLDERS' DEFICIT

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 December 31, 2007, no shares of preferred stock have been issued. During the
period from inception through December 31, 2007, the Company issued 16,570,424
shares of common stock to pay for services, for cash, and to acquire patent
application rights.

During the twelve months ended December 31, 2007 the Company issued 3,276,067
shares of common stock at prices ranging from $.08 to $.65 for various matters.
Of the total shares, 2,564,839 shares were issued as a result of debt
conversion, 593,698 shares were issued for director fees, legal fees, transfer
agent fees, compensation and consulting fees and 117,530 shares were issued
pursuant to anti- dilution clauses to stockholders.

F-22

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2007

Note 4 STOCKHOLDERS' DEFICIT (CON'T)

During the twelve months ended December 31, 2006 the Company issued 13,294,357
shares of common stock at prices ranging from $.01 to $.30 for various services.
Of the total shares, 8,475,000 shares were issued for the acquisition of
intellectual property, 2,185,550 shares were issued for director fees, legal
fees, transfer agent fees and consulting fees, 2,375,000 shares were issued
relating to stock sales and 258,807 shares were issued pursuant to anti-
dilution clauses for previous shares issued.

During the twelve months ended December 31, 2007 the Company issued options to
convertible debt holders and warrants to investors that agreed to terminate
their anti-dilution rights that arose from various stock purchase agreements.
The options and warrants shall expire at various times up to sixty months from
the issue date. Set forth below is the activity during 2007:

Options
at an exercise
price of 80%
of the average
price for the Warrants
five days prior at an exercise
to exercise price of .55 Total
----------- ------------ -----
Outstanding at December 31, 2006
Issued 2,500,000 313,334 2,813,334
Expired or cancelled -- -- --
Exercised -- -- --
--------- ------- ---------
Outstanding at December 31, 2007 2,500,000 313,334 2,813,334
========= ======= =========

Note 5 COMMITMENTS AND CONTINGENCIES

Note 6 INTANGIBLE ASSET

On December 28, 2007, the Company acquired formulas, tests and packaging
intellectual property related to a supplement line from the Daycon Investors
Associates, Inc., Americare Nutritional Division (Daycon). The company issued a
note in the amount of $250,000 as payment for the intellectual property.

Under SFAS 144 "Accounting for the Impairment or Disposal of Long-Lived Assets",
the Company conducted an impairment test of the above mentioned supplement line.
SFAS 144 states that if the carrying amount of an asset or asset group is
evaluated and found not to be recoverable, then an impairment loss must be
recognized. The impairment loss is measured as the excess of the carrying amount
over the asset's fair value. Fair value is determined using quoted market prices
in active markets, when available. If market prices in active markets are not
readily determinable, the Company's estimated fair value is based on the best
information available such as market prices for similar assets or using
valuation techniques such as the expected present value of future cash flows as
set forth in ASB Concepts Statement 7.

The Company ultimately concluded that the amount assigned to this asset would be
expensed as impaired since it is a unique intellectual property for which a fair
market value is not easily determinable and for which a valid calculation of
expected present value of future cash flows cannot be made. See write-off of
impaired intangible in the Statements of Operations.

F-23

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2007

Note 7 PATENT ACQUISITION

On May 31, 2006, the Company acquired intellectual property rights from its
former Parent, consisting of three patent applications. The Company paid
$145,459 by issuing 8,475,000 shares of its common stock at a value of $.017 per
share. The value paid for such intellectual property consisted of $56,997 in
legal fees and $88,462 of purchased research and development costs ("R&D"). The
Company did not pay for the former 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.

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".

As required by SFAS 142, the Company conducted an impairment test of its patent
application rights to measure their fair value (as defined by SFAS 142). At
December 31, 2006, the Company recorded an impairment charge of $86,997 which
was primarily due to the fact that such patents are not currently producing
revenues or cash flows. The book value of the patent application rights does not
reflect the future potential of our patents as the patent rights are still in
the application phase.

Note 8 NON-CASH FINANCING ACTIVITIES

During the year ended December 31, 2007, the Company issued 2,564,839 common
shares pursuant to the conversion of $200,000 of convertible notes and $5,187 of
related accrued interest. In addition, in 2007 the Company issued 593,698 common
shares to outside service providers, directors, officers, and shareholders with
a value of $168,700.

During the year ended December 31, 2006, the Company recognized the value of
8,475,000 common shares issued to Hard to Treat Diseases, Inc with a value of
$145,459; and 2,185,550 common shares issued to outside service providers,
directors, officers, and shareholders with a value of $171,048.

Note 9 NOTE PAYABLE

The Company issued a $250,000 note relating to the acquisition of its supplement
line on December 28, 2007 from the Daycon Investors Associates, Inc., Americare
Nutritional Division (See Note 6). A $25,000 payment was made on the note during
January 2008 to reduce the principal balance to $225,000. Additional payments on
the note will be made by paying the note holder 20% of the gross amount of
additional financing received by the Company until the note is paid in full.
This is an unsecured non-interest bearing note.

F-24

CAVIT SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2007

Note 10 CONVERTIBLE DEBT

During the year, the Company issued various convertible notes payable amounting
to $200,000. These convertible notes matured at various times within six months
from date of issuance, had an interest rate of 7% and included a beneficial
conversion feature which allowed the holder to convert the notes to common stock
at a conversion price of $0.08 per share. Along with these convertible notes,
the Company also issued options expiring three years from date of issuance which
allow the holders to purchase up to 2,500,000 shares of common stock at 80% of
the average price for the five trading days prior to the date of exercise. The
notes were all converted into stock on December 16, 2007.

Convertible debt with beneficial conversion features, whereby the conversion
feature is "in the money," are accounted for in accordance with guidance
supplied by Emerging Issues Task Force ("EITF") No. 98-5 "Accounting for
Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios" and EITF No. 00-27 "Application of Issue 98-5 to
Certain Convertible Instruments." The relative fair value of the beneficial
conversion feature and related options was recorded as a discount against the
convertible notes up to the amount received upon the issuance of the notes and
has been amortized into operations through the date of conversion.

The amortization related to the above discounts has been reflected in financing
costs in the accompanying statement of operations for the year ended December
31, 2007.

Note 11 SUBSEQUENT EVENTS

In January 2008, the Company received the balance of proceeds and issued the
stock pursuant to a 2007 Common Stock Purchase Agreements for the sale of
2,500,000 of the Company's unregistered common stock at $.20 per share. As a
result of the agreements the Company raised $500,000. In addition, the Company
issued 3,000,000 warrants for the Company's common stock at stock prices ranging
from $.40 to $3.00 per share with varying expiration dates from the date of
issuance not to exceed the commitment amount.

Commencing in January 2008, the Company entered into a lease in Miami, Florida
for approximately 2,300 square feet of space. The Company is obligated to pay
approximately $5,300 under this lease which expires on December 31, 2008.

F-25

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 _________, 2008, 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

5,813,334 SHARES OF COMMON STOCK

CAVIT SCIENCES, INC.

__________, 2008

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

We are bearing all expenses in connection with this registration statement
other than sales commissions. Estimated expenses payable by us in connection
with the registration and distribution of the Common Shares registered hereby
are as follows.

SEC Registration Fee $180.68
Printing Expenses $ *
Legal Fees and Expenses $ *
Accounting Fees and Expenses $ *
Blue Sky Fees and Expenses $ *
Transfer Agent Fees and Expenses $ *
Miscellaneous Expenses $ *
-------
Total $ *
=======

- ----------
* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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.

II-1

constitutes a breach of duty of the director to Cavit 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.

Cavit 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 Cavit's Articles of Incorporation may have
the effect of reducing a likelihood of derivative litigation against Cavit'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.

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

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised 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 us of expenses incurred or paid by a director, officer or
controlling person 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 in the Securities Act and we will be governed
by the final adjudication of such issue.

ITEM 15. SALES OF UNREGISTERED SECURITIES

RECENT ISSUANCES OF UNREGISTERED SECURITIES

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

Number of Aggregate Nature of
Date of Issuance Shares Issued Sales Price (Value) Transaction
- ---------------- ------------- ------------------- -----------

April 12, 2006 100,000 $ 1,000 Director Fees
May 1, 2006 200,000 $ 2,000 Director Fees
May 1, 2006 50,000 $ 500 Executive Compensation
May 12, 2006 37,500 $ 3,000 Private Offering
May 24, 2006 300,000 $ 24,000 Private Offering
May 24, 2006 200,000 $ 16,000 Legal Services
May 25, 2006 150,000 $ 12,000 Private Offering
May 31, 2006 8,475,000 $145,459 Acquisition of patent
application rights from
then parent corporation
June 14, 2006 750,000 $ 60,000 Private Offering
June 29, 2006 55,000 $ 4,400 Consulting Fees
June 30, 2006 200,000 $ 16,000 Director Fees

II-2

October 17, 2006 100,000 $ 8,000 Consulting Fees
November 13, 2006 762,500 $ 61,000 Private Offering
November 13, 2006 200,000 $ 16,000 Consulting Fees
November 24, 2006 115,800 $ 9,264 Transfer Agent Services
December 1, 2006 375,000 $ 30,000 Private offering
December 7, 2006 187,500 $ 15,000 Executive Compensation (CFO)
December 15, 2006 187,500 $ 15,000 Directors Fees
December 15, 2006 187,500 $ 15,000 Executive Bonus (CEO)
December 15, 2006 187,500 $ 15,000 Executive Bonus (CFO)
December 15, 2006 258,807 $ 20,705 Anti-dilution shares issued to investors
April 25, 2007 166,670 $ 15,000 Directors Fees
May 21, 2007 103,449 $ 30,000 Executive Compensation (CFO)
May 21, 2007 50,000 $ 14,500 Executive Compensation (CEO)
May 21, 2007 21,407 $ 6,337 Transfer Agent Services
June 26, 2007 42,860 $ 15,000 Director Fees
June 26, 2007 109,430 $ 50,338 Anti-dilution shares issued to investors
September 20, 2007 37,500 $ 15,000 Directors Fees
October 8, 2007 2,304 $ 1,382 Transfer Agent Services
October 25, 2007 8,100 $ 5,265 Anti-dilution shares issued to investors
December 17, 2007 2,564,839 $205,187 Conversion of Notes
January 15, 2008 2,500,000 $500,000 Private Offering
January 15, 2008 51,953 $ 28,156 Transfer Agent Services
May 29, 2008 250,000 $100,000 Acquisition of assets

On October 26, 2007, Cavit issued a series of Class H warrants to purchase
Cavit common stock to four of its original investors in consideration for said
four investors forever waiving their anti-dilution rights with respect to future
issuances of Cavit common stock. The names of the Class H warrant holders, the
number of shares of common stock covered by the Class H warrants, the exercise
price of the Class H warrants and the term of the Class H warrants are as
follows:

Number of
Name of Holder Shares Covered Exercise Price Expiration Date
- -------------- -------------- -------------- ---------------

Raymond Bazley 100,000 $.55 October 26, 2012
Cortland Fund, LLC 100,000 $.55 October 26, 2012
Margaret Smyth 100,000 $.55 October 26, 2012
Robert Hennen 13,334 $.55 October 26, 2012

On January 11, 2008, Cavit, acting pursuant to its November 29, 2007,
Agreement with Vision International Enterprises, S.A. issued a series of
warrants to purchase Cavit common stock.

While the majority of the language, terms and conditions of the various
warrants are identical, the warrants differ in four areas: (i) class designation
of warrants; (ii) number of shares of common stock covered by the warrants;
(iii) exercise price of the warrants and (iv) term of the warrants. The
following table explains the differences in the terms of the warrants:

II-3

Class of Number of
Warrants Shares Covered Exercise Price Expiration Date
- -------- -------------- -------------- ---------------

A 125,000 $ .40 July 11, 2008
B 125,000 $ .60 October 11, 2008
C 125,000 $ .80 January 11, 2009
D 175,000 $1.00 April 11, 2009
E 175,000 $1.25 July 11, 2009
F 175,000 $1.50 October 11, 2009
G 175,000 $1.75 January 11, 2010
I 250,000 $2.00 January 11, 2011
J 175,000 $3.00 January 11, 2012

On January 11, 2008, Cavit, acting pursuant to its November 29, 2007,
Agreement with Isthmus Investments Management, S.A. issued a series of warrants
to purchase Cavit common stock.

Class of Number of
Warrants Shares Covered Exercise Price Term
- -------- -------------- -------------- ----
A 125,000 $ .40 July 11, 2008
B 125,000 $ .60 October 11, 2008
C 125,000 $ .80 January 11, 2009
D 175,000 $1.00 April 11, 2009
E 175,000 $1.25 July 11, 2009
F 175,000 $1.50 October 11, 2009
G 175,000 $1.75 January 11, 2010
I 250,000 $2.00 January 11, 2011
J 175,000 $3.00 January 11, 2012

No underwriter participated in the foregoing transactions, and no
underwriting discounts or commissions were paid, nor was any general
solicitation or general advertising conducted. The securities bear a restrictive
legend and stop transfer instructions are noted on our stock transfer records.

Cavit 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
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.

II-4

ITEM 16. 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 (Exhibit 3(i).1 to
Cavit's Registration Statement on Form SB-2, effective with the
Commission on October 16, 2006)

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 (Exhibit 3(i).2 to Cavit's Registration Statement on Form
SB-2, effective with the Commission on October 16, 2006).

3(ii)* By-Laws of Cavit Sciences, Inc. (Exhibit 3(ii) to Cavit's
Registration Statement on Form SB-2, effective with the Commission
on October 16, 2006)

4.1* Common Stock Purchase Agreement dated as of May 23, 2006, by and
between Cavit Sciences, Inc. and Raymond S. Bazley (Exhibit 4.1 to
Cavit's Registration Statement on Form SB-2, effective with the
Commission on October 16, 2006).

4.2* Common Stock Purchase Agreement dated as of May 12, 2006, by and
between Cavit Sciences, Inc. and Robert Hennen (Exhibit 4.2 to
Cavit's Registration Statement on Form SB-2, effective with the
Commission on October 16, 2006).

4.3* Common Stock Purchase Agreement dated as of May 25, 2006, by and
between Cavit Sciences, Inc. and Cortland Fund LLC (Exhibit 4.3 to
Cavit's Registration Statement on Form SB-2, effective with the
Commission on October 16, 2006).

4.4* Common Stock Purchase Agreement dated as of June 14, 2006, by and
between Cavit Sciences, Inc. and Margaret Smyth (Exhibit 4.4 to
Cavit's Registration Statement on Form SB-2, effective with the
Commission on October 16, 2006).

4.5* Asset Purchase Agreement dated as of May 31, 2006, by and between
Cavit Sciences, Inc. and Hard to Treat Diseases, Inc. (Exhibit 4.5
to Cavit's Registration Statement on Form SB-2, effective with the
Commission on October 16, 2006)

4.6* Cavit Sciences, Inc. Certificate of Common Stock (Exhibit 4.6 to
Cavit's Registration Statement on Form SB-2, effective with the
Commission on October 16, 2006)

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. (Exhibit 4.7 to Cavit's Registration Statement on
Form SB-2, effective with the Commission on October 16, 2006)

4.8* Assignment Agreement between Dr. Leland Shapiro and Cavit Sciences,
Inc. dated July 7, 2006 (Exhibit 4.8 to Cavit's Registration
Statement on Form SB-2, effective with the Commission on October
16, 2006).

4.9* Cavit Sciences, Inc. Class A Warrant to Purchase Common Stock
Issued on January 11, 2008, to Vision International Enterprises,
S.A. (Exhibit 4.9 to Cavit's Annual Report on Form 10-K filed with
the Commission on April 18, 2008).

4.10* Schedule of Documents similar to Exhibit 4.9 that have been omitted
from this Annual Report on Form 10-K (with an explanation of
material details in which such omitted documents differ from
Exhibit 4.9 to such Annual Report on Form 10-K) [Exhibit 4.10 to
Cavit's Annual Report on Form 10-K filed with the Commission on
April 18, 2008].

II-5

4.11* Cavit Sciences, Inc. Class A Warrant to Purchase Common Stock
Issued on January 11, 2008, to Isthmus Investments Management, S.A.
[Exhibit 4.11 to Cavit's Annual Report on Form 10-K filed with the
Commission on April 18, 2008].

4.12* Schedule of Documents similar to Exhibit 4.11 that have been
omitted from this Annual Report on Form 10-K (with an explanation
of material details in which such omitted documents differ from
Exhibit 4.11 to such Annual Report on Form 10-K) [Exhibit 4.12 to
Cavit's Annual Report on Form 10-K filed with the Commission on
April 18, 2008].

4.13* Cavit Sciences, Inc. Class H Warrant to Purchase Common Stock
Issued on October 26, 2007, to Cortland Fund, LLC [Exhibit 4.13 to
Cavit's Annual Report on Form 10-K filed with the Commission on
April 18, 2008].

4.14* Schedule of Documents similar to Exhibit 4.13 that have been
omitted from this Annual Report on Form 10-K (with an explanation
of material details in which such omitted documents differ from
Exhibit 4.13 to such Annual Report on Form 10-K) [Exhibit 4.14 to
Cavit's Annual Report on Form 10-K filed with the Commission on
April 18, 2008].

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 (Exhibit 10.1 to Cavit's Registration
Statement on Form SB-2, effective with the Commission on October
16, 2006).

10.2* Agreement between Cavit Sciences, Inc. and Julio De Leon dated
December 1, 2006 (effective November 1, 2006) (Exhibit 10.1 to
Cavit's Current Report on Form 8-K filed with the Commission on
December 18, 2006).

10.3* Cavit Sciences, Inc. 2006 Employee and Consultant Stock Incentive
Plan Adopted December 14, 2006 (Exhibit 99.2 to Cavit's Current
Report on Form 8-K filed with the Commission on December 18, 2006).

10.4* Cavit Sciences, Inc. 2008 Employee and Consultant Stock Incentive
Plan Adopted January 8, 2008 (Exhibit 4.1 to Cavit's Registration
Statement on Form S-8, effective with the Commission on January 11,
2008).

10.5* Amended Asset Purchase & Royalty Agreement between Cavit Sciences,
Inc. and Daycon Investors Associates, Inc., Americare Nutritional
Division, dated December 28, 2007 (Exhibit 10.1 to Cavit's Current
Report on Form 8-K filed with the Commission on January 4, 2008).

10.6* Lease Agreement between Cavit Sciences, Inc. and Daycon Investors
Associates, Inc., dated December 28, 2007 (Exhibit 10.2 to Cavit's
Current Report on Form 8-K filed with the Commission on January 4,
2008).

10.7* Agreement to Engage Dr. Joseph P. D'Angelo as Consultant between
Cavit Sciences, Inc. and Dr. Joseph P. D'Angelo, dated December 28,
2007 (Exhibit 10.3 to Cavit's Current Report on Form 8-K filed with
the Commission on January 4, 2008).

II-6

10.8* Agreement between Cavit Sciences, Inc. and Vision International
Enterprises, S.A., dated November 29, 2007 (Exhibit 10.1 to Cavit's
Current Report on Form 8-K filed with the Commission on November
30, 2007).

10.9* Agreement between Cavit Sciences, Inc. and Isthmus Investments
Management, S.A., dated November 29, 2007 (Exhibit 10.2 to Cavit's
Current Report on Form 8-K filed with the Commission on November
30, 2007).

10.10* Asset Purchase Agreement between Cavit Sciences, Inc. and
Alternecare Health Products, Inc. dated May 28, 2008 (Exhibit 10.1
to Cavit's Current Report on form 8-K filed with the Commission on
May 30, 2008).

11* Statement Re: Computation of Per Share Earnings (Exhibit 11 to
Cavit's Annual Report on Form 10-K filed with the Commission on
April 18, 2008).

14* Code of Ethics (Exhibit 14 to Cavit's Registration Statement on
Form SB-2, effective with the Commission on October 16, 2006).

16.1* Letter from Infante & Company dated February 6, 2008 (Exhibit 16.1
to Cavit's Current Report on Form 8-K filed with the Commission on
February 6, 2008).

21+ Subsidiaries

23.1+ Consent of Berkovits and Company, LLP

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

23.3+ Consent of Infante & Company

- ----------
* Exhibits incorporated herein by reference. (1) File No. 000-52263.
+ Filed herewith.

The exhibits are not part of the prospectus and will not be distributed
with the prospectus, unless requested by the selling shareholders.

ITEM 17. UNDERTAKINGS

The Registrant undertakes:

1. 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

II-7

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.

2. a. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

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

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
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)To include any material information with respect to the distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.

3. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering
thereof.

4. File a post-effective amendment to remove from registration any of the
securities being registered that remain unsold at the end of the offering.

5. Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering shall be deemed to be part of and included in
the registration statement as of the date it is first used after effectiveness,
provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registrations statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such date of first use.

II-8

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 S-1 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on the 10th day of
June, 2008.

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 June 10, 2008
- --------------------------- Chief Executive Officer
(Principal Executive Officer)
Director

/s/ Matthew J. Cohen Chief Financial Officer June 10, 2008
- --------------------------- (Principal Financial and
Accounting Officer)

/s/ Raymond S. Bazley Director June 10, 2008
- ---------------------------

II-9

INDEX TO EXHIBITS

3(ii)* By-Laws of Cavit Sciences, Inc. (Exhibit 3(ii) to Cavit's
Registration Statement on Form SB-2, effective with the Commission
on October 16, 2006)

4.6* Cavit Sciences, Inc. Certificate of Common Stock (Exhibit 4.6 to
Cavit's Registration Statement on Form SB-2, effective with the
Commission on October 16, 2006)

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

11* Statement Re: Computation of Per Share Earnings (Exhibit 11 to
Cavit's Annual Report on Form 10-K filed with the Commission on
April 18, 2008).

14* Code of Ethics (Exhibit 14 to Cavit's Registration Statement on
Form SB-2, effective with the Commission on October 16, 2006).

16.1* Letter from Infante & Company dated February 6, 2008 (Exhibit 16.1
to Cavit's Current Report on Form 8-K filed with the Commission on
February 6, 2008).

21+ Subsidiaries

23.1+ Consent of Berkovits and Company, LLP

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

23.3+ Consent of Infante & Company

- ----------
* Exhibits incorporated herein by reference. (1) File No. 000-52263.
+ Filed herewith.