UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-53486

Enox Biopharma, Inc.
(Name of registrant as specified in its charter)

Nevada 26-0477124
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

303-1687 W. Broadway, Vancouver BC V6J 1X2
(Address of principal executive offices) (Zip Code)

Tel: (604) 637-9744
(Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

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

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. Not available

As of April 15, 2010, there were 12,829,587 shares of our common stock issued
and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
None.

ENOX BIOPHARMA, INC

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Annual Report on Form 10-K that are not
historical facts are "forward-looking statements." Forward-looking statements
may include our statements regarding our goals, beliefs, strategies, objectives,
plan, including product and service developments, future financial conditions,
results or projections or current expectations. Such forward-looking statements
may be identified by, among other things, the use of forward-looking terminology
such as "believes," "estimates," "intends," "plan" "expects," "may," "will,"
"should," "predicts," "anticipates," "continues," or "potential," or the
negative thereof or other variations thereon or comparable terminology, and
similar expressions are intended to identify forward-looking statements. We
remind readers that forward-looking statements are merely predictions and
therefore inherently subject to uncertainties and other factors and involve
known and unknown risks that could cause the actual results, performance, levels
of activity, or our achievements, or industry results, to be materially
different from any future results, performance, levels of activity, or our
achievements, or industry results, expressed or implied by such forward-looking
statements. Such forward-looking statements appear in Item 1 - "Business" and
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations," as well as elsewhere in this Annual Report and include
statements regarding the following: the expected development and potential
benefits from our products to consumers, progress in our efforts to develop our
facilities and our products and to achieve and maintain regulatory approvals,
the potential market demand for our products, our expectations regarding our
short- and long-term capital requirements, our outlook for the coming months and
information with respect to any other plans and strategies for our business.

The factors discussed herein and expressed from time to time in our filings with
the Securities and Exchange Commission could cause actual results and
developments to be materially different from those expressed in or implied by
such statements. The forward-looking statements are made only as of the date of
this filing, and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
Further information on potential factors that could affect our business is
described under the heading "Risks Related to Our Business, Strategy and
Industry" in "Risk Factors" in Item 1A of this Annual Report on Form 10-K.

INTRODUCTION

Unless otherwise specified or required by context, as used in this Annual
Report, the terms "we," "our," "us" and the "Company" refer collectively to Enox
Biopharma Inc. The term "fiscal year" refers to our fiscal year ending December
31. Unless otherwise indicated, the term "common stock" refers to shares of our
common stock.

Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States generally accepted accounting
principles (U.S. GAAP).

TABLE OF CONTENTS

PART I

Item 1. Business 1
Item 1A. Risk Factors 5
Item 1B. Unresolved Staff Comments 10
Item 2. Properties 10
Item 3. Legal Proceedings 10
Item 4. (Removed and Reserved) 10

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 11
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 17
Item 8. Financial Statements and Supplementary Data 17
Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 36
Item 9A[T]. Controls and Procedures 36
Item 9B. Other Information 37

PART III

Item 10. Directors, Executive Officers, and Corporate Governance 38
Item 11. Executive Compensation 41
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 44
Item 13. Certain Relationships and Related Transactions, and
Director Independence 45
Item 14. Principal Accounting Fees and Services 46

PART IV

Item 15 Exhibits, Financial Statement Schedules 48

SIGNATURES 49

PART 1

ITEM 1. BUSINESS.

CORPORATE HISTORY

We were incorporated on June 28, 2007 in the State of Nevada. We are a
development stage biotechnology company, and to date have not earned any revenue
and currently do not have any significant assets. We have never declared
bankruptcy or been in receivership, and have never been involved in any legal
action or proceedings. Since our incorporation, we have not made any significant
purchase or sale of assets, nor have we been involved in any merger, acquisition
or consolidation. Neither Enox Biopharma, nor our officers, directors, promoters
or affiliates, have had preliminary contact or discussions with, nor do we have
any present plans, proposals, arrangements or understandings with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger.

OUR CURRENT BUSINESS

We are focusing on the development and commercialization of advanced Nitric
Oxide technologies for a variety of medical uses. Enox's patented platform
technology can be utilized across a wide spectrum of applications ranging from
the treatment of upper respiratory tract infections, prevention of hospital
acquired infections (HAI), innovative solutions to assist in the prevention of
the common cold and to protect people from a diverse array of life threatening
and drug resistant infections.

OUR PLATFORM TECHNOLOGY

Our platform technology utilizes Nitric Oxide, a non-antibiotic compound, which
kills a wide range of pathogens. Nitric Oxide is a lipophilic gas, with an
exceptionally short molecular half-life, involved in the regulation of diverse
physiological mechanisms. It is an important signaling molecule with
anti-infective and anti-inflammatory properties.

INHALATION THERAPIES

The latest medical approach to the management of inflammatory airway disease,
such as asthma, is inhalation therapy using metered dose inhalers. With
inhalation therapy, high drug concentrations are delivered directly to the
lungs. As a result, systemic side effects may be avoided or minimized. The role
of inhaled nitric oxide in the treatment of pulmonary hypertension and impaired
lung function due to ventilation-perfusion mismatch has been expanding rapidly.
First used in adult respiratory distress syndrome, it was also found to be
effective in pulmonary hypertension after operation for congenital heart defects
and graft dysfunction after lung transplantation.

MEDICAL DEVICES

A wide range of indwelling medical devices are being used on a daily basis to
provide critical care to millions of patients. These devices include various
catheters, tubes and blood lines that provide access for delivery of life-saving
drugs, fluids and gases, as well as removal of unwanted substances from the
body. While the use of such devices is vital for patients' care, the actual
insertion creates a point of entry for microbes and is often associated with
high rates of infection. We are developing antimicrobial coatings for urinary
catheters, endotracheal tubes and ear tubes.

TOPICAL THERAPY

We are currently in the preclinical stage of developing topical nitric oxide
treatments for burns and various dental procedures. We will be utilizing both
the anti-infective and vasodilatation properties of nitric oxide to create
revolutionary procedures in both of these areas. Early academic research has
shown enormous potential for these new nitric oxide applications. Our management
believes that these novel nitric oxide-based therapies will result in decreasing
healing times and subsequent overall cost savings for the healthcare system.

THE MARKET

We are developing multiple products based on our core technology. We believe
these products address defined market needs, including increasing resistance to
antibiotics, escalating medical costs and changing medical reimbursement
policies.

Inhalation Therapies We will expand the therapeutic use of Nitric Oxide to
treat influenza, asthma, sore throats and the common
cold. The combined markets of these products and
treatments are valued conservatively in the billions of
dollars.

Medical Devices A wide range of indwelling medical devices is being used
on a daily basis to provide critical care to millions of
patients. These devices include various catheters, tubes
and blood lines that provide access for delivery of
life-saving drugs, fluids and gases, as well as removal
of unwanted substances from the body. We believe these
products address well-defined market needs, including
increasing resistance to antibiotics, escalating medical
costs and changing medical reimbursement policies.

Topical Therapy The growing incidence of burn wounds and new methods to
approach the problem point to a robust market for
companies that make products to treat burns. Kalorama
Information estimates in "Wound Care Markets, Vol. II,
Burn Treatments" that the worldwide burn-treatment
market reached revenues of nearly $1.9 billion in 2006.
The burn treatment market will continue to grow in
revenues reaching $2.6 billion revenues in 2011, with a
compound annual growth rate of 6.9% during that
timeframe.

COMPETITION

The biotechnology and pharmaceutical industries are highly competitive. Numerous
entities in the US and elsewhere compete with our efforts to commercialize our
technology. Our competitors include pharmaceutical, biomedical, biotechnology
and diagnostic companies, academic and research institutions and governmental
and other publicly and privately funded research agencies. These include Heinz
Kurz GmbH, a medical device manufacturer, which we believe is a direct
competitor as it manufacturers and sells a drug-eluting (or, drug-coated)
product similar to ours, and Invotec International, Inc., a supplier of medical
supplies and surgical devices, including drug-eluting products similar to ours.
We face, and expect to continue to face, competition from these entities to the
extent that they develop products that have a function similar or identical to
the function of our drug-eluting technology. Because many of our competitors
have substantially greater capital resources and more experience in research and
development, manufacturing, marketing, sales, distribution and service than we
have, and they may offer broader product lines and services and have greater
name recognition that we do, we may not succeed in developing our proposed
products and bringing them to market in a cost-effective and timely manner.

INTELLECTUAL PROPERTY

PATENT APPLICATION

We have secured our technology and intellectual property by filing two US
provisional applications and one US utility patent application with the US
Patent and Trademark Office on September 21, 2007 (US provisional applications
serial # 60/974,228 (2007)), April 9, 2008 ((US provisional applications serial
#61/043,639 (2008)), and September 19, 2008 (US utility patent filed with
respect to provisional patent # 60/974,228 (2007)).

DOMAIN NAME

We own and operate the following registered internet domain name:
www.enoxbiopharma.com and have launched our website, however, the information
contained on our website does not form part of this Annual Report.

ACTIVITIES DURING THE YEAR ENDED DECEMBER 31, 2009

During the fiscal period ending December 31, 2009, we diversified our IP
portfolio beyond self-sterilizing catheters, tympanostomy tubes and endotracheal
tubes. We developed a new patentable technology that will be applied to a wider
defined application that will allow most polymer based medical devices to
inherit nitric oxide-based, self sterilization characteristics. We believe that
this extension into a wider Nitric Oxide-based IP catalogue will provide us with
a strong foundation to develop new global business opportunities.

ACTIVITIES SUBSEQUENT TO THE YEAR ENDED DECEMBER 31, 2009

On March 1, 2010, we appointed Mr. Amir Avniel as Chairman of the Board of the
Company. More information about Mr. Avniel is described below in Item 10 of this
Annual Report on Form 10-K.

We also engaged a new Global Business Development Manager, Mr. Darryl K.
Saunders, to assist in developing new markets and international relationships.
He is an accomplished global marketer and business development professional with
over 20 years experience in a variety of senior management roles, including
eleven years at Microsoft.

FUTURE PLANS

We are in the process of continuing to expand our IP and knowledge base. There
are potential new partners which with we are developing relationships that will
allow us to strengthen our medical devices portfolio and embark into novel
aspects of Nitric Oxide therapies.

GOVERNMENTAL REGULATION

Our research and development activities and the manufacturing and marketing of
our Nitric Oxide technologies are subject to the laws and regulations of
governmental authorities in the United States and any other countries in which
our products will be ultimately marketed. In the United States, the Food and
Drug Administration, or FDA, among other activities, regulates new product
approvals to establish the safety and efficacy of the types of products and
technologies our Company is currently developing. Governments in other countries
have similar requirements for testing and marketing.

Regulation by governmental authorities in the United States and foreign
countries is a significant factor in the development, manufacture and marketing
of our proposed products and in our ongoing research and development activities.

The products and technologies that we are currently researching and developing
will require regulatory approval by governmental agencies prior to
commercialization. Various federal statutes and regulations also govern or
influence the testing, manufacturing, safety, labeling, storage, record keeping,
and marketing of therapeutic products. The process of obtaining these approvals
and the subsequent compliance with applicable statutes and regulations require
the expenditure of substantial time and financial resources. Any failure by us
or our collaborators, licensors, or licensees to obtain, or any delay in
obtaining regulatory approval, could have a material adverse effect on our
business.

FDA APPROVAL

The FDA sets out guidelines for clinical trials which are conducted to obtain
FDA approval. Clinical trials are required to find effective treatments to
improve health. All clinical trials are based on a protocol which is a study
plan that describes the type of people who may participate in the trial, the
schedule of tests and procedures, and the length of the study.

Most clinical trials in the United States must be approved and monitored by an
Institutional Review Board, or IRB, to make sure the risks of the trial are as
low as possible and are worth any potential benefits. All institutions that
conduct or support biomedical research are required by federal regulation to
have an IRB that initially approves and periodically reviews the research.

Upon successful completion of a clinical trial validation study, an application
based on the results of the clinical trial is submitted for FDA approval. Upon
receipt of FDA approval, the medical product is ready for commercialization.

In the United States, clearance or approval to commercially distribute new
medical devices or products is received from the FDA through clearance of a
510(k) pre-market notification ("510(k)"), or approval of a premarket approval

application ("PMA"). It may take approximately three to nine months from
submission to obtain 510(k) clearance, it may take longer, or clearance may not
be obtained at all. The FDA may determine that additional information is needed
before approval to distribute the product is given.

For any products that are cleared through the 510(k) pre-market notification
process, modifications or enhancements that may significantly affect safety or
constitute a major change in the intended use of the product will require new
510(k) submissions.

A PMA application must be filed if a proposed product is not substantially
equivalent to a medical product first marketed prior to May 1976, or if
otherwise required by the FDA. The PMA approval process can be expensive,
uncertain and lengthy. A number of products for which other companies have
sought FDA approval of a PMA application were never approved for marketing in
the end. It generally takes between six and eighteen months from submission to
obtain PMA approval, but it may take longer or the submission may not be
approved at all.

In order to obtain FDA approval of a new medical product, sponsors must
generally submit proof of safety and efficacy. In some cases, such proof entails
extensive pre-clinical and clinical laboratory tests. The testing and
preparation of necessary applications and processing of those applications by
the FDA is expensive and may take several years to complete. There can be no
assurance that the FDA will act favorably or in a timely manner in reviewing
submitted applications, and we may encounter significant difficulties or costs
in our efforts to obtain FDA approval. Such circumstances may delay or preclude
us from marketing any products we may develop. The FDA may also require
post-marketing testing and surveillance of approved products, or place other
conditions on the approvals. These requirements may create difficulties for our
Company to sell our proposed product and may increase the costs of such product,
which may restrict the commercial applications of such product. Product
approvals may be withdrawn if compliance with regulatory standards is not
maintained or if problems occur following initial marketing. For patented
technologies, delays imposed by the governmental approval process may materially
reduce the period during which we will have the exclusive right to exploit such
technologies.

If human clinical trials of a proposed medical product are required, the
manufacturer or distributor of the product will have to file an Investigational
Device Exemption ("IDE") or Investigational New Drug ("IND") submission with the
FDA prior to commencing human clinical trials. The submission must be supported
by data, typically including the results of pre-clinical and laboratory testing.
Following submission of the IDE or IND, the FDA has 30 days to review the
application and raise safety and other clinical trial issues. If the applicant
is not notified of objections within that period, clinical trials may be
initiated, and human clinical trials may commence at a specified number of
investigational sites with the number of patients approved by the FDA.

RESEARCH AND DEVELOPMENT

Our research and development costs primarily consist of research programs
related to the research, development and commercialization of our advanced
Nitric Oxide technologies for a variety of medical users.

We estimate that our research and development cash expenditures, for the next
twelve months will be approximately $174,000.

SUPPLIERS

We do not rely upon any suppliers for the materials for our product, or for the
research and development of our technology.

CUSTOMERS

As we are in the development stage of our business, we do not currently have any
customers for our proposed product.

EMPLOYEES

We have commenced only limited operations, and therefore currently have no
employees other than our executive officers. Our executive officers are
responsible for all planning, developing and operational duties, and will
continue to do so throughout the early stages of our growth. We will consider
retaining full-time management and administrative support personnel as our
business and operations increase.

ITEM 1A. RISK FACTORS.

Our business faces many risks. If any of the events or circumstances described
in the following risks actually occurs, our business, financial condition, or
results of operations could suffer and our investors and prospective investors
may lose all or part of their investment due to any of these risks. Our
investors and prospective investors should consider the following risks and the
information contained under the heading "Cautionary Note Regarding
Forward-Looking Statements" before deciding to invest in our securities.

RISKS RELATED TO OUR BUSINESS, STRATEGY, AND INDUSTRY

WE HAVE A LIMITED OPERATING HISTORY THEREFORE INVESTORS WILL HAVE A HARDER TIME
EVALUATING OUR ABILITY TO DEVELOP OUR PRODUCT AND GENERATE REVENUES.

We were incorporated on June 28, 2007, and have had limited operations and have
not realized any revenues to date. Our Nitric Oxide technologies are under
development and will not be ready for commercial sale until we have completed
development, conducted clinical trials, and received all regulatory approvals.
Therefore investors have only limited information upon which an evaluation of
our future success or failure can be made.

OUR INDEPENDENT AUDITORS' REPORT STATES THAT THERE IS A SUBSTANTIAL DOUBT THAT
WE WILL BE ABLE TO CONTINUE AS A GOING CONCERN.

Our independent auditors, Berman & Company, P.A., state in their audit report
dated April 15, 2010, on the accompanying financial statements included in this
Annual Report, that since we are a development stage company, have no
established source of revenue, and are dependent on our ability to raise capital
from shareholders or other sources to sustain operations, there is a substantial
doubt that we will be able to continue as a going concern. If we cannot continue
as a viable entity, our stockholders may lose some or all of their investment in
our Company.

OUR CURRENT CASH WILL FUND OUR BUSINESS UNTIL APPROXIMATELY THE END OF THE THIRD
QUARTER OF 2010. IF WE ARE UNABLE TO OBTAIN THE NECESSARY ADDITIONAL FINANCING
TO IMPLEMENT OUR BUSINESS PLAN, WE WILL NOT HAVE THE MONEY TO PAY OUR ONGOING
EXPENSES AND WE MAY GO OUT OF BUSINESS WHICH WOULD RESULT IN THE LOSS OF YOUR
ENTIRE INVESTMENT IN OUR COMMON STOCK.

As of April 15, 2010, we have approximately $234,076 in cash. We anticipate
needing approximately $712,333 over the next twelve months. Therefore, we
presently have a budgeted shortfall of approximately $478,257. We anticipate our
existing cash balances will be depleted by the end of our third quarter of
fiscal 2010.

Our ability successfully to develop our product and to eventually produce and
sell it to generate operating revenues depends, among other things, on our
ability to obtain the necessary financing to implement our business plan. We may
need to issue equity or debt securities in the future to raise the necessary
funds and we do not currently have any arrangements for additional financing.
Obtaining additional financing would be subject to a number of factors,
including investor acceptance of our product and our business model. Our ability
to obtain debt financing will also be difficult and likely not ever feasible
given that we do not have revenues or profits to pay interest or repay
principal.

If we are unable to obtain additional financing in the amounts and on terms
deemed acceptable to us, we may be forced to scale back or cease operations,
which might result in the loss of some or all of your investment in our common
stock.

IF OUR ESTIMATES RELATED TO EXPENDITURES ARE ERRONEOUS, OUR BUSINESS MAY FAIL
AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

Our success is dependent, in part, upon the accuracy of our management's
estimates of expenditures, which are currently budgeted at $712,333 for the next
12 months. If such estimates are erroneous or inaccurate, we may not be able to
carry out our business plan, which could, in a worst-case scenario, result in
the failure of our business and the loss of your entire investment.

IF WE ARE NOT ABLE TO ADEQUATELY PROTECT OUR PROPRIETARY TECHNOLOGY, OUR
BUSINESS MAY FAIL.

Our ability to compete successfully and achieve any revenue will depend, in
part, on our ability to protect our proprietary technology and operate without
infringing upon the rights of others. We currently have two US provisional
patent applications and one US utility patent application on file with the US
Patent and Trademark Office for our technologies which we rely on, along with
trade secret laws, to protect our proprietary intellectual property. This,
however, may not be adequate to prevent the unauthorized use of our proprietary
technology and our other intellectual property rights such as technology
know-how. Further, the laws of foreign countries may provide inadequate
protection of such intellectual property rights.

In addition, similar technology may be independently developed by competitors.
While we believe that we have adequately protected our proprietary technology,
and we intend to take all appropriate and reasonable legal measures to protect
it in the future, the use of our technology by a competitor could have a
material adverse effect on our business, financial condition, and results of
operations, particularly is we are unable to defend our rights to such
technology. In addition, competitors may discover novel uses, develop similar or
more marketable technologies, or offer products similar to our product at lower
prices. If we are unsuccessful in addressing the risks related to protecting our
proprietary technology, our business will most likely fail.

WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY INFRINGEMENT LITIGATION, WHICH MAY BE
TIME-CONSUMING AND COSTLY.

We may need to bring legal claims to enforce or protect our intellectual
property rights. Any litigation, whether successful or unsuccessful, is likely
to result in substantial costs and a diversion of resources that would otherwise
have been used to fund growth in our business. In addition, notwithstanding our
rights to our intellectual property, other persons may bring claims against us
alleging that we have infringed on their intellectual property rights or claims
that our intellectual property rights are not valid. Any claims against us, with
or without merit, could be time consuming and costly to defend or litigate,
divert our attention and resources, result in the loss of goodwill associated
with our business or require us to make changes to our technology.

CLINICAL TRIALS ARE EXPENSIVE, TIME CONSUMING, AND DIFFICULT TO DESIGN AND
IMPLEMENT AND ANY DELAY WILL REQUIRE US TO OBTAIN ADDITIONAL FUNDING.

We have not commenced any clinical trials of our proposed technology or medical
devices. Any clinical trials will be expensive and may be difficult to implement
due to the number of patients and testing sites that may be required, and could
be subject to delay or failure at any stage of the trials. We expect our current
funding will be sufficient only to enable us to continue our operations as
currently planned until approximately the end of the third fiscal quarter of
2010. Accordingly, we will require additional funds to conduct clinical trials,
obtain the necessary FDA and other regulatory approvals, and market our products
and therapies. Any delay or failure of, or adverse results from, clinical trials
will likely require us to obtain even further funding in order to address such
delays or failures or to refocus our efforts on other product candidates and
such delay, failure, or adverse results could make it much more difficult or
expensive for us to obtain funding. Similarly, human clinical trials for our
product will be expensive and difficult to design and implement, in part because
they will be subject to rigorous regulatory requirements.

The clinical trial process also is time-consuming. We estimate that clinical
trials of our proposed products and therapies will take at least several years
to complete once initiated. Furthermore, we may encounter problems that could
cause us to abandon or repeat clinical trials, further delaying or preventing
the completion of such trials. The commencement and completion of clinical
trials may be delayed by several factors, including:

* unforeseen safety issues;
* determination of dosing issues;
* lack of effectiveness of the product for the indicated uses;
* slower than expected rates of patient recruitment;
* inability to monitor patients adequately during or after treatment;
and
* inability or unwillingness of medical investigators to follow our
clinical protocols.

In addition, we or the FDA may suspend our clinical trials at any time if it
appears that we are exposing participants to unacceptable health risks or if the
FDA finds deficiencies in our submissions or the conduct of these trials. Any
delay in, or termination of, our clinical trials will delay or preclude the
filing of our medical devices with the FDA and, ultimately, our ability to
commercialize our products and therapies and generate revenues.

THE RESULTS OF OUR CLINICAL TRIALS MAY NOT SUPPORT OUR PRODUCT CLAIMS.

Even if our pre-clinical testing and clinical trials are completed as planned,
we cannot be certain that their results will support our product claims. Even if
pre-clinical testing and early clinical trials for a product are successful,
this does not ensure that later clinical trials will be successful, and we
cannot be sure that the results of later clinical trials will replicate the
results of prior clinical trials and pre-clinical testing or meet our
expectations. The clinical trial process may fail to demonstrate that our
medical devices and therapies are safe for humans or effective for indicated
uses. Any such failure would likely cause us to abandon the products or
therapies and may delay development of other product candidates.

OUR TECHNOLOGY WILL BE SUBJECT TO GOVERNMENT REGULATIONS AND APPROVALS WHICH MAY
DELAY OR PREVENT THE MARKETING OF POTENTIAL PRODUCTS AND IMPOSE COSTLY
PROCEDURES UPON OUR ACTIVITIES.

The FDA and comparable agencies in state and local jurisdictions and in foreign
countries require lengthy and detailed preclinical and clinical testing,
validation of manufacturing and quality control processes, and other costly and
time-consuming procedures. Satisfaction of these requirements typically takes
several years and the time needed to satisfy them may vary substantially, based
on the type, complexity and novelty of the pharmaceutical product. If we can't
demonstrate the safety, reliability and efficacy of our technology, the FDA or
any other regulatory agency may not grant approval on a timely basis, or at all,
for any product we develop which would make it difficult or impossible to market
our product and would harm our business.

Even if regulatory approval of our products is granted, such approval may impose
limitations on the indicated uses for which a product may be marketed. The FDA
has recently reduced previous restrictions on the marketing, sale and
prescription of products for indications other than those specifically approved
by the FDA. Accordingly, if we receive FDA and other regulatory approvals of our
products only for certain indicated uses, our competitors, including our
collaborators, could market their pre-existing products for such indications
even if such products have not been specifically approved for such indications.
Further, even after we have obtained regulatory approval, later discovery of
previously unknown problems with a product may result in restrictions on the
product, including withdrawal of the product from the market, all of which would
have a material adverse effect on our results of operations.

OUR STRATEGY FOR RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF OUR TECHNOLOGY
REQUIRES US TO ENTER INTO VARIOUS ARRANGEMENTS WITH CORPORATE AND ACADEMIC
COLLABORATORS, LICENSORS, LICENSEES AND OTHERS, AND OUR BUSINESS PLAN IS
DEPENDENT ON THE DILIGENT EFFORTS AND SUBSEQUENT SUCCESS OF THESE OUTSIDE
PARTIES IN PERFORMING THEIR RESPONSIBILITIES.

We rely on third party independent consultants and contractors, such as medical
device engineers and drug-coating experts, for the development, testing,
marketing, and sale of our technology. These partners may not dedicate
sufficient resources or give sufficient priority to our needs. In addition, they
may terminate their relationships with us. We may not be able to conclude
arrangements with other companies to support the commercialization of our
products on acceptable terms, or at all. Moreover, our current financial
condition may make us a less attractive partner to potential collaborators. In
addition, our collaborators may take the position that they are free to compete
using our technology without compensating or entering into agreements with us.
Furthermore, our collaborators may pursue alternative technologies or develop
alternative products either on their own or in collaboration with others,
including our competitors, as a means for developing treatments for the diseases
or disorders targeted by these collaborative programs. If we are unsuccessful in
addressing these risks, our business will most likely fail.

THE TESTING AND COMMERCIALIZATION OF OUR TECHNOLOGY WILL EXPOSE US TO POTENTIAL
PRODUCT LIABILITY CLAIMS WHICH MAY AFFECT OUR EARNINGS AND FINANCIAL CONDITION.

We face an inherent business risk of exposure to product liability claims in the
event that the use of our core technology during research and development
efforts, including clinical trials, or after commercialization, results in
adverse effects. Clinical trials, manufacturing and product sales may expose us
to liability claims from the use of our products. Though participants in
clinical trials are generally required to execute consents and waivers of
liability, a court may find such consents and waivers to be ineffective or
invalid. We do not currently carry any product liability insurance and may not
be able to acquire sufficient coverage in the future to cover large claims. As a
result, we may incur significant product liability exposure. Excessive insurance
costs or uninsured claims may increase our operating loss and affect our
financial condition.

OUR BUSINESS IS SUBJECT TO COMPREHENSIVE GOVERNMENT REGULATION AND ANY CHANGE IN
SUCH REGULATION MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR COMPANY.

The laws, regulations, policies or current administrative practices of any
government body, organization or regulatory agency in the United States or any
other jurisdiction, may be changed, applied or interpreted in a manner which
will fundamentally alter our ability to carry on our business. The actions,
policies or regulations, or changes thereto, of any government body or
regulatory agency, or other special interest groups, may have a detrimental
effect on us, which may have a negative impact on our operations.

EVEN IF WE OBTAIN REGULATORY APPROVAL TO COMMERCIALIZE OUR TECHNOLOGY, LACK OF
COMMERCIAL ACCEPTANCE MAY IMPAIR OUR BUSINESS.

Our product development efforts are primarily directed toward obtaining
regulatory approval to market our Nitric Oxide technologies. Our technology may
not be accepted by the marketplace as readily as these or other competing
products, processes and methodologies. Additionally, our technology may not be

employed in all potential applications being investigated, and any reduction in
applications may limit the market acceptance of our technology and our potential
revenues. As a result, even if our technology is developed into a marketable
technology and we obtain all required regulatory approvals, we cannot be certain
that our technology will be adopted at a level that would allow us to operate
profitably.

IF WE DO NOT KEEP PACE WITH OUR COMPETITORS, TECHNOLOGICAL ADVANCEMENTS AND
MARKET CHANGES, OUR TECHNOLOGY MAY BECOME OBSOLETE AND OUR BUSINESS MAY SUFFER.

The market for our technology is highly competitive, is subject to rapid
technological changes, and varies for different individual products. We believe
that there are potentially many competitive approaches being pursued that
compete with our technology, including some by private companies for which
information is difficult to obtain.

As a result, our competitors may develop new technologies that directly compete
with our technology or even render our technology obsolete. Even if we are able
to demonstrate that our technology provides improved or equivalent results in
comparison with other products, researchers and practitioners may not use our
technology and we may suffer a competitive disadvantage, which could adversely
affect our results of operations.

OUR ABILITY TO HIRE AND RETAIN KEY PERSONNEL WILL BE AN IMPORTANT FACTOR IN THE
SUCCESS OF OUR BUSINESS AND A FAILURE TO HIRE AND RETAIN KEY PERSONNEL MAY
RESULT IN OUR INABILITY TO MANAGE AND IMPLEMENT OUR BUSINESS PLAN.

We are highly dependent upon our management personnel, especially Prof. Av-Gay
and Dr. Greenberg, because of their experience in pre-clinical and clinical drug
development. The competition for qualified personnel in the markets in which we
operate is intense and the loss of the services of one or more of these
individuals may impair management's ability to operate our company. We have not
purchased key man insurance on either of these individuals, which insurance
would provide us with insurance proceeds in the event of their death. Without
key man insurance, we may not have the financial resources to develop or
maintain our business until we could replace such individual or to replace any
business lost by the death of that person.

NONE OF OUR OFFICERS AND DIRECTORS ARE PROHIBITED FROM ENGAGING IN OTHER
ACTIVITIES AND MAY NOT DEVOTE SUFFICIENT TIME TO OUR AFFAIRS, WHICH MAY AFFECT
OUR ABILITY TO CONDUCT OPERATIONS AND GENERATE REVENUES.

None of our officers or directors is required to work exclusively for us, and
they do not devote all of their time to our operations. Although It is expected
that our officers and directors will devote approximately 35 hours per month to
our operations on an ongoing basis, and will devote whole days and even multiple
days at a stretch when required, it is possible that their pursuit of other
activities may slow our operations and reduce our financial results because of
the slowdown in operations.

MOST OF OUR ASSETS AND SEVERAL OF OUR DIRECTORS AND OFFICERS ARE LOCATED OUTSIDE
THE UNITED STATES, WITH THE RESULT THAT IT MAY BE DIFFICULT FOR INVESTORS TO
ENFORCE WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR ANY OF OUR
DIRECTORS OR OFFICERS.

Although we are organized under the laws of the State of Nevada, United States,
our principal business office is located in Vancouver, Canada. As a consequence,
it may be difficult for investors to enforce judgments against us that are
obtained in the United States in any action, including actions predicated upon
civil liability provisions of federal securities laws. In addition, several of
our directors and officers reside outside the United States, and nearly all of
the assets of these non-US persons and our assets are located outside of the
United States. As a result, it may not be possible for investors to effect
service of process within the United States upon such persons or to enforce
against us or such persons judgments predicated upon the liability provisions of
United States securities laws. There is substantial doubt as to the
enforceability against us or any of our non-US directors and officers in
original actions or in actions of enforcement of judgments of United States
courts or liabilities predicated on the civil liability provisions of United
States federal securities laws. In addition, as the majority of our assets are
located outside of the United States, it may be difficult to enforce United
States bankruptcy proceedings against us. Under bankruptcy laws in the United
States, courts typically have jurisdiction over a debtor's property, wherever it
is located, including property situated in other countries. Courts outside of
the United States may not recognize the United States bankruptcy court's
jurisdiction. Accordingly, you may have trouble administering a United States
bankruptcy case involving a Nevada company as debtor with most of its property
located outside the United States. Any orders or judgments of a bankruptcy court
obtained by you in the United States may not be enforceable.

INVESTORS WILL HAVE LITTLE VOICE REGARDING OUR MANAGEMENT DUE TO THE LARGE
OWNERSHIP POSITION HELD BY OUR EXISTING MANAGEMENT AND THUS IT WOULD BE
DIFFICULT FOR NEW INVESTORS TO MAKE CHANGES IN OUR OPERATIONS OR MANAGEMENT.
THEREFORE, SHAREHOLDERS WOULD BE SUBJECT TO DECISIONS MADE BY MANAGEMENT AND THE
MAJORITY SHAREHOLDERS, INCLUDING THE ELECTION OF DIRECTORS.

Our officers and directors directly own 6,873,064 shares of the total of
12,829,587 issued and outstanding shares of our common stock (or 53.46% of our
outstanding stock) and are in a position to continue to control us. Of these
12,829,587 shares, Prof. Av-Gay, our President, owns 5,355,846 shares (41.7%),
Mr. Mizrahi, our Secretary, Treasurer, and a director, owns 675,000 shares
(5.26%), each of Dr. Greenberg and Dr. Miller, our directors, owns 400,000
shares (3.1%), and Mr. Itamar David, our Chief Financial Officer, owns 442,218
shares (3.4%). Such control enables our officers and directors to control all
important decisions relating to the direction and operations of the Company
without the input of our investors. Moreover, investors will not be able to
effect a change in our Board of Directors, business, or management.

RISKS RELATED TO OUR COMMON STOCK

THE MARKET PRICE FOR SECURITIES OF BIOPHARMACEUTICAL AND BIOTECHNOLOGY COMPANIES
SUCH AS OURS HAS BEEN AND IS LIKELY TO CONTINUE TO BE HIGHLY VOLATILE.

The market prices for securities of biopharmaceutical and biotechnology
companies have been highly volatile. The market has from time to time
experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. In addition, future announcements
and circumstances, such as our current financial condition, our ability to
obtain new financing, the status of our relationships or proposed relationships
with third-party collaborators, the terms of any financing we are able to raise,
the results of testing and clinical trials, developments in patent or other
proprietary rights of us or our competitors, litigation regarding the same,
technological innovations or new therapeutic products, governmental regulation,
or public concern as to the safety of products developed by us or others and
general market conditions, concerning us, our competitors or other
biopharmaceutical companies, may have a significant effect on the market price
of our shares of common stock.

OUR STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR STOCK DUE TO THE ABSENCE OF
A PUBLIC TRADING MARKET.

There is presently no public trading market for our common stock, we have not
applied for a trading symbol or quotation, and it is unlikely that an active
public trading market can be established or sustained in the foreseeable future.
We may in the future seek a market maker to apply to have our common stock
quoted on the Over-the-Counter Bulletin Board, but have not done so to date.
Until there is an established trading market, holders of our common stock may
find it difficult to sell their stock or to obtain accurate quotations for the
price of the common stock. Even if a market for our common stock does develop,
our stock price may be volatile, and such market may not be sustained.

BROKER-DEALERS MAY BE DISCOURAGED FROM EFFECTING TRANSACTIONS IN OUR SHARES
BECAUSE THEY ARE CONSIDERED PENNY STOCKS AND ARE SUBJECT TO THE PENNY STOCK
RULES.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934,
as amended, impose sales practice and disclosure requirements on broker-dealers
who make a market in "penny stocks". Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
some national securities exchanges) Our shares currently are not traded on any
stock exchange nor are they quoted on the Over-the-Counter Bulletin Board. We
may in the future seek a market maker to apply to have our common stock quoted
on the Over-the-Counter Bulletin Board, but have not done so to date. If we are
successful in finding a market maker and successful in applying for quotation on
the Over-the-Counter Bulletin Board, it is very likely that our stock will be
considered a "penny stock." In that case, purchases and sales of our shares will
be generally facilitated by broker-dealers who act as market makers for our
shares.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other than an established customer or "accredited investor" (generally, an
individual with net worth in excess of $1,000,000 or an annual income exceeding
$200,000, or $300,000 together with his or her spouse) must make a special
suitability determination for the purchaser and must receive the purchaser's
written consent to the transaction prior to sale, unless the broker-dealer or
the transaction is otherwise exempt.

In addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the Securities and Exchange Commission relating to the penny stock market,
unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer
is also required to disclose commissions payable to the broker-dealer and the
registered representative and current quotations for the securities. Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the penny stock held in a customer's account and
information with respect to the limited market in penny stocks. The additional

sales practice and disclosure requirements imposed upon broker-dealers selling
penny stock may discourage such broker-dealers from effecting transactions in
our shares, which could severely limit the market liquidity of the shares and
impede the sale of our shares in the secondary market.

INVESTORS THAT NEED TO RELY ON DIVIDEND INCOME OR LIQUIDITY SHOULD NOT PURCHASE
SHARES OF OUR COMMON STOCK.

We have not declared or paid any dividends on our common stock since our
inception, and we do not anticipate paying any such dividends for the
foreseeable future. Investors that need to rely on dividend income should not
invest in our common stock, as any income would only come from any rise in the
market price of our common stock, which is uncertain and unpredictable.
Investors that require liquidity should also not invest in our common stock.
There is no established trading market, and should one develop, it will likely
be volatile and subject to minimal trading volumes.

HOLDERS OF OUR COMMON STOCK MAY INCUR IMMEDIATE DILUTION AND MAY EXPERIENCE
FURTHER DILUTION BECAUSE OF OUR ABILITY TO ISSUE ADDITIONAL SHARES OF COMMON
STOCK AND AS A RESULT OF THE EXERCISE OF OUTSTANDING WARRANTS AND OPTIONS TO
PURCHASE SHARES OF OUR COMMON STOCK.

We are authorized to issue up to 100,000,000 shares of common stock. At present,
there are 12,829,587 common shares issued and outstanding and our Board of
Directors has the authority to cause us to issue additional shares of common
stock without consent of any of our stockholders. Consequently, our stockholders
may experience in the future more dilution in their percentage of ownership.

Moreover, the exercise of outstanding warrants and options and the sale of the
shares of our common stock issuable upon exercise of those outstanding warrants
and options could result in dilution to our current holders of common stock and
cause a significant decline in the market price for our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

We do not lease or own any real property. We currently maintain our corporate
office at 303-1687 W. Broadway, Vancouver BC V6J 1X2 Canada, in space provided
to us by our Chief Financial Officer. We do not pay any rental fees for use of
this space. We believe this space is sufficient for our purposes and will be
sufficient for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS.

We know of no material existing or pending legal proceeding against our Company
nor are we involved as a plaintiff in any material proceeding or pending
litigation, as of December 31, 2009. Additionally, there were no proceedings in
which any of our company's directors, officers, or affiliates, or any registered
or beneficial shareholders holding more than 5% of our voting securities, is an
adverse party or has a material interest adverse to our Company's interest as of
December 31, 2009.

ITEM 4. (REMOVED AND RESERVED)

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

There is no established public market for our shares of common stock. Our common
stock is presently not traded on any market or securities exchange. We may in
the future seek a market maker to apply to have our common stock quoted on the
Over-the-Counter Bulletin Board, but have not done so to date.

HOLDERS

On December 31, 2009, there were 63 holders of record of our common stock.

DIVIDEND POLICY

As of the date of this Annual Report, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our Board of Directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, into our
business.

RECENT SALES OF UNREGISTERED SECURITIES

Following is certain information concerning certain securities which we sold or
issued during the fiscal year ended December 31, 2009 without registration under
the Securities Act of 1933, as amended (the "Securities Act"), in reliance on
exemption(s) from such registration requirements, which was not previously
included in reports we filed with the SEC.

1) On December 28, 2009, we issued 593,663 shares upon exercise of warrants at
an exercise price of $0.20 per share for cash consideration of $118,733.

2) On November 23, 2009, we sold 111,111 units of our securities pursuant to a
private placement subscription agreement for cash consideration of $100,000 at a
subscription price of $0.90 per unit. Each unit consists of two shares of our
common stock and one warrant. Each warrant is exercisable into one share of our
common stock at an exercise price of $0.60 for a two-year period expiring
November 12, 2011. We believed that the offer and sale of the units was exempt
from registration as an offering completed under Regulation S of the Securities
Act and the regulations promulgated thereunder. We believed that this exemption
from registration was available for the transaction because the purchaser
represented, among other things, that he was a non-U.S. person as defined in
Regulation S, was not acquiring the shares for the account or benefit of,
directly or indirectly, any U.S. person, he had the intention to acquire the
securities for investment purposes only and not with a view to or for sales in
connection with any distribution thereof, and that he was sophisticated and was
able to bear the risk of loss of his entire investment. Further, appropriate
legends were affixed to the certificates for the securities issued in such
transactions and we did not otherwise engage in distribution of these shares in
the U.S.

3) On November 12, 2009, we issued 250,000 shares upon exercise of warrants at
an exercise price of $0.20 per share for cash consideration of $50,000.

4) On July 28, 2009, we issued 250,000 units for $75,000 ($0.30 per unit). Each
unit consisted on one share of common stock and one warrant, which have an
exercise price of $0.40 per share and an expiration date of two years. We
believed that the offer and sale of the units was exempt from registration as an
offering completed under Regulation S of the Securities Act and the regulations
promulgated thereunder. We believed that this exemption from registration was
available for the transaction because the purchaser represented, among other
things, that he was a non-U.S. person as defined in Regulation S, was not
acquiring the shares for the account or benefit of, directly or indirectly, any
U.S. person, he had the intention to acquire the securities for investment
purposes only and not with a view to or for sales in connection with any

distribution thereof, and that he was sophisticated and was able to bear the
risk of loss of his entire investment. Further, appropriate legends were affixed
to the certificates for the securities issued in such transactions and we did
not otherwise engage in distribution of these shares in the U.S.

5) On July 22, 2009, we issued 57,143 units for $20,000 ($0.35 per share). We
believed that the offer and sale of the units was exempt from registration as an
offering completed under Regulation S of the Securities Act and the regulations
promulgated thereunder. We believed that this exemption from registration was
available for the transaction because the purchaser represented, among other
things, that he was a non-U.S. person as defined in Regulation S, was not
acquiring the shares for the account or benefit of, directly or indirectly, any
U.S. person, he had the intention to acquire the securities for investment
purposes only and not with a view to or for sales in connection with any
distribution thereof, and that he was sophisticated and was able to bear the
risk of loss of his entire investment. Further, appropriate legends were affixed
to the certificates for the securities issued in such transactions and we did
not otherwise engage in distribution of these shares in the U.S.

6) On July 2, 2009, we issued 14,285 units for $5,000 ($0.25 per unit). Each
unit consists of one share of common stock and one warrant, which have an
exercise price of $0.50 per share and an expiration date of three years. We
believed that the offer and sale of the units was exempt from registration as an
offering completed under Regulation S of the Securities Act and the regulations
promulgated thereunder. We believed that this exemption from registration was
available for the transaction because the purchaser represented, among other
things, that he was a non-U.S. person as defined in Regulation S, was not
acquiring the shares for the account or benefit of, directly or indirectly, any
U.S. person, he had the intention to acquire the securities for investment
purposes only and not with a view to or for sales in connection with any
distribution thereof, and that he was sophisticated and was able to bear the
risk of loss of his entire investment. Further, appropriate legends were affixed
to the certificates for the securities issued in such transactions and we did
not otherwise engage in distribution of these shares in the U.S.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED
FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS ANNUAL
REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT
REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT
COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND
ELSEWHERE IN THIS ANNUAL REPORT.

OUR AUDITED FINANCIAL STATEMENTS ARE STATED IN UNITED STATES DOLLARS AND ARE
PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("U.S. GAAP").

OVERVIEW

Enox Biopharma, Inc. ("Enox", "us", "we" and "our") was incorporated on June 28,
2007 in the State of Nevada. We are a development stage biotechnology company,
and to date have not earned any revenue and currently do not have any
significant assets. Our corporate offices are located at 303-1687 W. Broadway,
Vancouver BC, V6J 1X2, Canada. Our telephone number is (604) 637-9744 and our
fax number is (888) 224-7259. We do not have any subsidiaries. We have a website
at www.enoxbiopharma.com, however, the information contained on our website does
not form part of this Annual Report.

Our technology and intellectual property is currently secured by two US
provisional applications and one US utility patent application which we filed
with the US Patent and Trademark Office.

During the fiscal period ending December 31, 2009 we diversified our IP
portfolio beyond self-sterilizing catheters, tympanostomy tubes and endotracheal
tubes. We developed a new patentable technology that will be applied to a wider
defined application that will allow most polymer based medical devices to
inherit nitric oxide-based, self sterilization characteristics. We believe that
this extension into a wider Nitric Oxide-based IP catalogue will provide us with
a strong foundation to develop new global business opportunities.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have had negative cash flows from operations and we have been
dependent on sales of our equity securities to meet our cash requirements. We
expect this to continue for the foreseeable future. Our financial position as at
December 31, 2009 and December 31, 2008 and the changes for the years then ended
are as follows:

WORKING CAPITAL

As at As at
December 31, December 31,
2009 2008
--------- ---------
Current Assets $ 250,409 $ 117,840
Current Liabilities (1,400) (11,524)
--------- ---------
Working Capital $ 249,009 $ 106,316
========= =========

Working capital has increased from $106,316 at December 31, 2008 to $249,009 at
December 31, 2009 due to an overall increase in our activity.

CASH FLOWS
Year Ended Year Ended
December 31, December 31,
2009 2008
--------- ---------
Net cash used in Operating Activities $(247,797) $(219,459)
Net cash used in Investing Activities (589) (1,110)
--------- ---------
Net cash provided by Financing Activities 378,732 180,900
Increase (Decrease) in Cash during the Year 130,346 (39,669)
Cash, Beginning of Year 103,730 143,399
--------- ---------
Cash, End of Year $ 234,076 $ 103,730
========= =========

During the years ended December 31, 2009:

(i) Our net cash used in operating activities was $247,797, which
increased by 11% from $219,459 in 2008. This increase is primarily
related to our increased research and development activities during
2009, and includes payments for consulting services by our
collaborators, which arrangements commenced during 2009.
(ii) Our net cash used in investing activities was $589 compared to $1,110
in 2008. This decrease, by 47%, is primarily related to costs
associated with purchase of equipment.
(iii) Our net cash from financing activities was $378,732 compared to
$180,900 in 2008. This increase of 52% is the result of proceeds
received in connection with private placements of our equity
securities, and funds received upon the exercise of outstanding
warrants during fiscal 2009.

PLAN OF OPERATIONS AND CASH REQUIREMENTS OVER THE NEXT 12 MONTHS

It is management's intention to concentrate our research and development efforts
on the commercialization of our advanced Nitric Oxide technologies for a variety
of medical uses. Our patented platform technology can be utilized across a wide
spectrum of applications ranging from the treatment of upper respiratory tract
infections, prevention of hospital acquired infections (HAI), innovative
solutions to assist in the prevention of the common cold and to protect people
from a diverse array of life threatening and drug resistant infections.
Depending on the level of financing and resources available, we may further
develop our Nitric Oxide platform technology business beyond the products
discussed herein.

There is no assurance that our research and development programs will produce
commercially viable products or treatments, and a great deal of additional
research and development efforts will be required before a final evaluation of
the economic feasibility of our technologies can be determined. Even if we
complete our proposed research and development programs and we are successful in
identifying commercially viable products and/or treatments, we will have to
spend substantial funds on further studies before we can determine whether our
products and/or treatments are commercially viable, and these funds may not be
available to us on acceptable terms, or at all.

ANTICIPATED CASH REQUIREMENTS

Over the next 12 months, we have estimated our minimum cash requirements to be
as follows:

Cash Operating Expenses
Research and development $174,000
General and Administrative 183,000
Professional fees and Business Development 120,000
Employee and Consultant compensation 235,000
--------
TOTAL $712,000
========

For the 12 months ended December 31, 2009, we recorded a net operating loss of
$273,057 and have an accumulated deficit of $596,029 since inception. As at
December 31, 2009, we had cash on hand of $234,076 and $16,333 in prepaid
expenses. For the next 12 months, management estimates minimum cash requirements
of $712,333 to fund on-going operations and planned research and development
programs. Accordingly, we do not have sufficient funds to meet our plan of
operation over the next 12 months. We anticipate our existing cash balance will
be depleted by the end of the third quarter of fiscal 2010, and will therefore
need to obtain further financing through issuance of shares, debt or convertible
debt. We do not currently have any arrangements for financing. We will also
endeavor to access available funding from research and development grants or
loans from various public and private research granting agencies. Moreover, all
cash operating expenses will be carefully monitored to ensure we can meet our
obligations as they come due.

There can be no assurance that additional financing will be available when
needed or, if available, on commercially reasonable terms. If we are not able to
obtain additional financing on a timely basis, we may not be able to meet our
obligations as they come due and may be forced to scale down or perhaps even
cease business operations.

RESULTS OF OPERATIONS FOR YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008.

The following summary should be read in conjunction with our audited financial
statements for the years ended December 31, 2009 and 2008 included herein.

Year Ended Year Ended
December 31, December 31,
2009 2008
--------- ---------
Revenue $ -- $ --
--------- ---------
Expenses
General and administrative 113,374 67,439
Research and development 159,683 164,699

--------- ---------
Total expenses 273,057 232,138
--------- ---------
Net Loss $(273,057) $(232,138)
========= =========

REVENUE

We are a development stage company and have not generated any revenues from our
technologies since inception. We anticipate that significant additional time and
financing will be required before our technologies are developed to a marketable
state.

EXPENSES

Our operating expenses for the year ended December 31, 2009 were $273,057
compared to $232,138 in 2008. This net increase of $4,919, or 2% was primarily
due to the following:

* $45,935, or 41% increase in general and administration due to an
overall increase in our activity
* $5,061,or 3% decrease in research and development.

GOING CONCERN

The audited financial statements accompanying this report have been prepared on
a going concern basis, which implies that our Company will continue to realize
its assets and discharge its liabilities and commitments in the normal course of
business. Our Company has not generated revenues since inception, has never paid
any dividends and is unlikely to pay dividends or generate earnings in the
immediate or foreseeable future. The continuation of our Company as a going
concern is dependent upon: (i) the continued financial support from our
shareholders; (ii) the ability of our Company to continue raising necessary
financing to achieve our operating objectives; (iii) the continuing achievement
of positive results from our research and development activities and (iv) the
eventual attainment of profitable operations.

Our independent auditors included an explanatory paragraph in their audit
report on our financial statements for the year ended December 31, 2009
regarding concerns about our ability to continue as a going concern. In
addition, our financial statements contain further note disclosures in this
regard. The continuation of our business plan is dependent upon our ability to
continue raising sufficient new capital from equity or debt markets in order to
fund our on-going operations research and development activities. The issuance
of additional equity securities could result in a significant dilution in the
equity interests of our current stockholders.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements and accompanying notes are prepared in accordance with
U.S. GAAP. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by
management's application of accounting policies. We believe that understanding
the basis and nature of the estimates and assumptions involved with the
following aspects of our financial statements is critical to an understanding of
our financials.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

SHARE-BASED PAYMENTS

Generally, all forms of share-based payments, including stock option grants,
restricted stock grants and stock appreciation rights are measured at their fair
value on the awards' grant date, based on the estimated number of awards that
are ultimately expected to vest. Share-based compensation awards issued to
non-employees for services rendered are recorded at either the fair value of the
services rendered or the fair value of the share-based payment, whichever is
more readily determinable. The expense resulting from share-based payments are
recorded as general and administrative expense

INCOME TAXES

The Company accounts for income taxes in accordance with accounting guidance now
codified as FASB ASC Topic 740, "INCOME TAXES," which requires that the Company
recognize deferred tax liabilities and assets based on the differences between
the financial statement carrying amounts and the tax bases of assets and
liabilities, using enacted tax rates in effect in the years the differences are
expected to reverse. Deferred income tax benefit (expense) results from the
change in net deferred tax assets or deferred tax liabilities. A valuation
allowance is recorded when it is more likely than not that some or all deferred
tax assets will not be realized.

Accounting guidance now codified as FASB ASC Topic 740-20, "INCOME TAXES -
INTRAPERIOD TAX ALLOCATION," clarifies the accounting for uncertainties in
income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing
guidance for the recognition, de-recognition and measurement in financial
statements of income tax positions taken in previously filed tax returns or tax
positions expected to be taken in tax returns, including a decision whether to
file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires
that any liability created for unrecognized tax benefits is disclosed. The
application of FASB ASC Topic 740-20 may also affect the tax bases of assets and
liabilities and therefore may change or create deferred tax liabilities or
assets. The Company would recognize interest and penalties related to
unrecognized tax benefits in income tax expense. At December 31, 2009 and 2008,
respectively, the Company did not record any liabilities for uncertain tax
positions.

EARNINGS PER SHARE

In accordance with accounting guidance now codified as FASB ASC Topic 260,
"EARNINGS PER SHARE," basic earnings (loss) per share is computed by dividing
net income (loss) by weighted average number of shares of common stock
outstanding during each period. Diluted earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of shares of common
stock, common stock equivalents and potentially dilutive securities outstanding
during the period.

The Company had the following potential common stock equivalents at December 31,
2009 and 2008:

2009 2008
--------- ---------
Warrants 1,005,586 4,936,750
Options -- 100,000
--------- ---------
Total common stock equivalents 1,005,586 5,036,750
========= =========

Since the Company reflected a net loss in 2009 and 2008, respectively, the
effect of considering any common stock equivalents, if outstanding, would have
been anti-dilutive. A separate computation of diluted earnings (loss) per share
is not presented.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2009, the FASB issued guidance now codified as FASB ASC Topic 820,
"FAIR VALUE MEASUREMENTS AND DISCLOSURES," which amends previous guidance to
require disclosures about fair value of financial instruments in interim as well
as annual financial statements in the current economic environment. This
pronouncement was effective for periods ending after June 15, 2009. The adoption
of this pronouncement did not have a material impact on the Company's business,
financial condition or results of operations; however, these provisions of FASB
ASC Topic 820 resulted in additional disclosures with respect to the fair value
of the Company's financial instruments.

In May 2009, the FASB issued guidance now codified as FASB ASC Topic 855,
"SUBSEQUENT EVENTS," which establishes general standards of accounting for, and
disclosures of, events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. This
pronouncement was effective for interim or fiscal periods ending after June 15,
2009. The adoption of this pronouncement did not have a material impact on the
Company's business, results of operations or financial position; however, the
provisions of FASB ASC Topic 855 resulted in additional disclosures with respect
to subsequent events.

In June 2009, the Financial Accounting Standards Board (FASB) issued guidance
now codified as FASB Accounting Standards Codification (ASC) Topic 105,
"GENERALLY ACCEPTED ACCOUNTING PRINCIPLES," as the single source of
authoritative non-governmental U.S. GAAP. FASB ASC Topic 105 does not change
current U.S. GAAP, but is intended to simplify user access to all authoritative
U.S. GAAP by providing all authoritative literature related to a particular
topic in one place. All existing accounting standard documents will be
superseded and all other accounting literature not included in the FASB
Codification will be considered non-authoritative. These provisions of FASB ASC
Topic 105 were effective for interim and annual periods ending after September
15, 2009 and, accordingly, were effective for the Company for the current fiscal
reporting period. The adoption of this pronouncement did not have an impact on
the Company's business, financial condition or results of operations, but will
impact the Company's financial reporting process by eliminating all references
to pre-codification standards. On the effective date of FASB ASC Topic 105, the
Codification superseded all then-existing non-SEC accounting and reporting
standards, and all other non-grandfathered non-SEC accounting literature not
included in the Codification became non-authoritative.

In January 2010, the Financial Accounting Standards Board ("FASB") issued
updated guidance to amend the disclosure requirements related to recurring and
nonrecurring fair value measurements. This update requires new disclosures on
significant transfers of assets and liabilities between Level 1 and Level 2 of
the fair value hierarchy (including the reasons for these transfers) and the
reasons for any transfers in or out of Level 3. This update also requires a
reconciliation of recurring Level 3 measurements about purchases, sales,
issuances and settlements on a gross basis. In addition to these new disclosure
requirements, this update clarifies certain existing disclosure requirements.
For example, this update clarifies that reporting entities are required to
provide fair value measurement disclosures for each class of assets and
liabilities rather than each major category of assets and liabilities. This
update also clarifies the requirement for entities to disclose information about
both the valuation techniques and inputs used in estimating Level 2 and Level 3
fair value measurements. This update will become effective for the Company with
the interim and annual reporting period beginning January 1, 2010, except for
the requirement to provide the Level 3 activity of purchases, sales, issuances,
and settlements on a gross basis, which will become effective for the Company
with the interim and annual reporting period beginning January 1, 2011. The
Company will not be required to provide the amended disclosures for any previous
periods presented for comparative purposes. Other than requiring additional
disclosures, adoption of this update will not have a material effect on the
Company's consolidated financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial position, revenues and expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2009 AND 2008

Report of Independent Registered Public Accounting Firm 19

Balance Sheets as of December 31, 2009 and 2008 20

Statements of Operations for the Years Ended December 31, 2009 and 2008,
and for the period from June 28, 2007 (inception) to December 31, 2009 21

Statement of Changes in Stockholders' Equity for the Years Ended
December 31, 2009 and 2008, and for the period from June 28, 2007
(inception) to December 31, 2009 22

Statements of Cash Flows for the Years Ended December 31, 2009 and 2008,
and for the period from June 28, 2007 (inception) to December 31, 2009 23

Notes to Financial Statements 24

[LETTERHEAD OF BERMAN & COMPANY. P. A]
Certified Public Accountants and Consultants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of:
Enox Biopharma, Inc.

We have audited the accompanying balance sheets of Enox Biopharma, Inc, (a
development stage company) as of December 31, 2009 and 2008, and the related
statements of operations, changes in stockholders' deficit and cash flows for
the years ended December 31, 2009 and 2008, and for the period from June 28,
2007 (inception) to December 31, 2009, These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Enox Biopharma, Inc. (a
development stage company) as of December 31, 2009 and 2008, and the results of
its operations and its cash flows for the years ended December 31, 2009 and
2008, and for the period from June 28, 2007 (inception) to December 31, 2009, 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 3 to the
financial statements, the Company has a net loss of $273,057 and net cash used
in operations of $247,797 for the year ended December 31, 2009; and a working
capital deficit and a stockholders' deficit of $249,009 and $596,029 at December
31, 2009, respectively, These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plan in regards
to these matters is also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainly.

/s/ Berman & Company, P.A.
- ------------------------------------
Berman & Company, P.A.
Boca Raton, Florida
April 15, 2010

Enox Biopharma, Inc.
(A Development Stage Company)
Balance Sheets

December 31, December 31,
2009 2008
--------- ---------

ASSETS

CURRENT ASSETS:
Cash $ 234,076 $ 103,730
Prepaid expenses 16,333 14,110
--------- ---------
TOTAL CURRENT ASSETS 250,409 117,840

Equipment, net 1,143 1,642
--------- ---------

TOTAL ASSETS $ 251,552 $ 119,482
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Accounts payable $ 1,400 $ 11,524
--------- ---------
TOTAL CURRENT LIABILITIES 1,400 11,524
--------- ---------

STOCKHOLDERS' EQUITY:
Preferred stock, ($0.0001 par value, 50,000,000 shares authorized,
no shares outstanding) -- --
Common stock, ($0.0001 par value, 100,000,000 shares authorized,
12,829,587 and 11,199,417 issued and outstanding) 1,283 1,120
Additional paid in capital 844,898 429,810
Deficit accumulated during the development stage (596,029) (322,972)
--------- ---------
Total Stockholders' Equity 250,152 107,958
--------- ---------

Total Liabilities and Stockholders' Equity $ 251,552 $ 119,482
========= =========

See accompanying notes to financial statements

Enox Biopharma, Inc.
(A Development Stage Company)
Statements of Operations

For the Period from
June 28, 2007
(Inception) to
For the Years Ended December 31, December 31,
2009 2008 2009
----------- ----------- -----------

OPERATING EXPENSES:
General and administrative expenses $ 113,374 $ 67,439 $ 204,646
Research and development 159,683 164,699 391,383
----------- ----------- -----------
TOTAL OPERATING EXPENSES 273,057 232,138 596,029
----------- ----------- -----------

NET LOSS $ (273,057) $ (232,138) $ (596,029)
=========== =========== ===========

Net loss per common share - basic and diluted $ (0.02) $ (0.02) $ (0.06)
=========== =========== ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
DURING THE YEAR/PERIOD - BASIC AND DILUTED 11,475,416 10,794,090 10,257,493
=========== =========== ===========

See accompanying notes to financial statements

Enox Biopharma, Inc.
Statement of Changes in Stockholders' Equity (Deficit)
For the Years Ended December 31, 2009 and 2008 and for the period from
June 28, 2007 (Inception) to December 31, 2009

Common Stock,
$0.0001 Par Value Additional Total
-------------------- Paid in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------ ------ ------- ------- ------

Common stock issued to founder and
consultants for cash ($0.0001/share) 6,750,000 $ 675 $ 8 $ -- $ 683

Common stock and warrants issued for
cash ($0.06/share) 3,819,227 382 234,501 -- 234,883

Net loss for the period from inception
to December 31, 2007 -- -- -- (90,834) (90,834)
---------- ------ -------- --------- ---------

Balance, December 31, 2007 10,569,227 1,057 234,509 (90,834) 144,732

Common stock and warrants issued for
cash ($0.25/share) 304,000 30 75,970 -- 76,000

Common stock and warrants issued for
cash ($0.30/share) 183,333 18 54,982 -- 55,000

Common stock and warrants issued for
cash ($0.35/share) 142,857 14 49,986 -- 50,000

Options granted to consultant for services -- -- 14,363 -- 14,363

Net loss, 2008 -- -- -- (232,138) (232,138)
---------- ------ -------- --------- ---------

Balance, December 31, 2008 11,199,417 1,120 429,810 (322,972) 107,958

Common stock and warrants issued for
cash ($0.30/share) 250,000 25 74,975 -- 75,000

Common stock and warrants issued for
cash ($0.35/share) 71,428 7 24,993 -- 25,000

Common stock and warrants issued for
cash ($0.45/share) 222,222 22 99,978 -- 100,000

Warrants exercised for cash ($0.20/share) 893,663 89 178,643 -- 178,732

Common stock issued in connection with
cashless exercise of stock options 192,857 19 (19) -- --

Options granted to consultant for services -- -- 36,519 -- 36,519

Net loss, 2009 -- -- -- (273,057) (273,057)
---------- ------ -------- --------- ---------

BALANCE, DECEMBER 31, 2009 12,829,587 $1,283 $844,898 $(596,029) $ 250,152
========== ====== ======== ========= =========

See accompanying notes to financial statements

Enox Biopharma, Inc.
Statements of Cash Flows
(Unaudited)

For the Period from
June 28, 2007
(Inception) to
For the Years Ended December 31, December 31,
2009 2008 2009
---------- ---------- ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (273,057) $ (232,138) $ (596,029)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 1,088 902 2,696
Stock based compensation 36,519 14,363 50,882
Changes in operating assets and liabilities:
Prepaid expenses (2,223) (14,110) (16,333)
Accounts payable (10,124) 11,524 1,400
---------- ---------- ----------
NET CASH USED IN OPERATING ACTIVITIES (247,797) (219,459) (557,384)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (589) (1,110) (3,839)
---------- ---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (589) (1,110) (3,839)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants 200,000 181,000 616,567
Proceeds from exercise of warrants 178,732 -- 178,732
Proceeds from loan payable - related party -- -- 100
Repayment of loan payable - related party -- (100) (100)
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 378,732 180,900 795,299
---------- ---------- ----------

NET INCREASE (DECREASE) IN CASH 130,346 (39,669) 234,076

CASH - BEGINNING OF YEAR/PERIOD 103,730 143,399 --
---------- ---------- ----------

CASH - END OF YEAR/PERIOD $ 234,076 $ 103,730 $ 234,076
========== ========== ==========

SUPPLEMENTARY CASH FLOW INFORMATION:

Cash paid during the period for:
Income taxes $ -- $ -- $ --
========== ========== ==========
Interest $ -- $ -- $ --
========== ========== ==========

See accompanying notes to financial statements

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

NOTE 1 NATURE OF OPERATIONS

Enox Biopharma, Inc. (the "Company" or "Enox") was organized and incorporated
under the laws of the State of Nevada on June 28, 2007. The Company is focusing
on the development and commercialization of advanced Nitric Oxide technologies
for a variety of medical uses. Enox's patented platform technology can be
utilized across a wide spectrum of applications ranging from the treatment of
upper respiratory tract infections, prevention of hospital acquired infections
(HAI), innovative solutions to assist in the prevention of the common cold and
to protect people from a diverse array of life threatening and drug resistant
infections.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DEVELOPMENT STAGE

The Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include equity
based financing and further implementation of the business plan, including
research and development.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Such estimates and assumptions impact, among others, the
following: the fair value of options granted as compensation, estimates of the
probability and potential magnitude of contingent liabilities and the valuation
allowance for deferred tax assets due to continuing operating losses.

Making estimates requires management to exercise significant judgment. It is at
least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial
statements, which management considered in formulating its estimate could change
in the near term due to one or more future confirming events. Accordingly, the
actual results could differ significantly from our estimates.

RISKS AND UNCERTAINTIES

The Company's operations are subject to significant risk and uncertainties
including financial, operational, technological, and regulatory risks including
the potential risk of business failure. See Note 3 regarding going concern
matters.

CASH

The Company considers all highly liquid instruments purchased with a maturity of
three months or less to be cash equivalents. There were no cash equivalents at
December 31, 2009 and 2008, respectively.

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

The Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits.

EQUIPMENT

Property and equipment are stated at cost. Depreciation is calculated on a
straight-line basis over the estimated useful lives of the related assets, which
is three years.

LONG-LIVED ASSETS

Long-lived assets are carried at the lower of their carrying amount or their
fair value. The Company periodically review the carrying values of long-lived
assets when events or changes in circumstances indicate that it is more likely
than not that their carrying values may exceed their fair values, and record an
impairment charge when considered necessary.

When circumstances indicate that an impairment of value may have occurred,
assets are reviewed for recoverability by comparing the estimated undiscounted
future cash flows expected to result from the use of such assets and their
eventual disposition to their carrying amounts. If the undiscounted future cash
flows are less than the carrying amount of the asset, an impairment loss,
measured as the excess of the carrying value of the asset over its estimated
fair value, is recognized. Fair value, for purposes of calculating impairment,
is measured based on estimated future cash flows, discounted at a market rate of
interest.

FAIR VALUE OF FINANCIAL INSTRUMENTS

For purpose of this disclosure, the fair value of a financial instrument is the
amount at which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced sale or liquidation. The
carrying amount of the Company's short term financial instruments, approximates
fair value due to the relatively short period to maturity for these instruments.

SEGMENT INFORMATION

For 2009 and 2008, respectively, the Company only operated in one segment;
therefore, segment information has not been presented.

RESEARCH AND DEVELOPMENT

Research and development is expensed as incurred.

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

SHARE-BASED PAYMENTS

INCOME TAXES

EARNINGS PER SHARE

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

The Company had the following potential common stock equivalents at December 31,
2009 and 2008:

2009 2008
--------- ---------
Warrants 1,005,586 4,936,750
Options -- 100,000
--------- ---------
Total common stock equivalents 1,005,586 5,036,750
========= =========

RECENT ACCOUNTING PRONOUNCEMENTS

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

standards, and all other non-grandfathered non-SEC accounting literature not
included in the Codification became non-authoritative.

NOTE 3 GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $273,057 and net cash used in operations of $247,797 for the year ended
December 31, 2009. The Company is in the development stage and has not generated
any revenues.

The ability of the Company to continue its operations is dependent on
Management's plans, which include the raising of capital through debt and/or
equity markets with some additional funding from other traditional financing
sources, including term notes, until such time that funds provided by operations
are sufficient to fund working capital requirements. The Company may need to
incur additional liabilities with certain related parties to sustain the
Company's existence. The Company will require additional funding to finance the
growth of its current and expected future operations as well as to achieve its
strategic objectives. The Company believes its current available cash along with
anticipated revenues may be insufficient to meet its cash needs for the near
future. There can be no assurance that financing will be available in amounts or
terms acceptable to the Company, if at all.

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. These financial statements do not
include any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.

NOTE 4 LOANS PAYABLE RELATED PARTY

In 2007, the Company's Chief Executive Officer advanced $100. The advance was
non-interest bearing, unsecured and due on demand. The $100 was repaid in 2008.

NOTE 5 STOCKHOLDERS EQUITY

I. FOUNDER SHARES, COMMON STOCK AND WARRANTS

FOR THE YEAR ENDED DECEMBER 31, 2007

On June 28, 2007 (inception), the Company issued 6,350,000 shares of common
stock to founders and 400,000 shares of common stock to consultants for a total
of $683 ($0.0001/share).

During 2007, the Company had the following private placement:

DECEMBER 28, 2007

* 3,819,227 units for $234,883 ($0.06/unit),
* Each unit consisted of one share of stock (3,819,227) and one warrant
(3,819,227 Series "A"),
* Series "A" warrants have an exercise price of $0.20/share and an
expiration date of two years,

FOR THE YEAR ENDED DECEMBER 31, 2008

During 2008, the Company had the following private placements:

(A) JULY 15, 2008

* 304,000 units for $76,000 (0.25/unit),
* Each unit consisted of one share of stock (304,000) and two warrants
(304,000 Series "A") and (304,000 Series "B"),
* Series "A" warrants have an exercise price of $0.30/share and an
expiration date of one year,
* Series "B" warrants have an exercise price of $0.40/share and an
expiration date of two years.

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

(B) JULY 20, 2008

* 183,333 units for $55,000 ($0.30/unit),
* Each unit consisted of one share of stock (183,333) and two warrants
(183,333 Series "A") and (183,333 Series "B"),
* Series "A" warrants have an exercise price of $0.35/share and an
expiration date of one year,
* Series "B" warrants have an exercise price of $0.45/share and an
expiration date of two years.

* 142,857 units for $50,000 ($0.35/unit),
* Each unit consisted of one share of stock (142,857) and one warrant
(142,857 Series "A"),
* Series "A" warrants have an exercise price of $0.20/share and an
expiration date of three years.

FOR THE YEAR ENDED DECEMBER 31, 2009

During 2009, the Company had the following private placements:

(A) JULY 2, 2009

* 14,285 units for $5,000 ($0.35/unit),
* Each unit consisted of one share of stock (14,285) and one warrant
(14,285 Series "A"),
* Series "A" warrants have an exercise price of $0.50/share and an
expiration date of three years.

(B) JULY 22, 2009

* 57,143 units for $20,000 ($0.35/share)

* 250,000 units for $75,000 ($0.30/unit),
* Each unit consisted of one share of stock (250,000) and one warrant
(250,000 Series "A"),
* Series "A" warrants have an exercise price of $0.40/share and an
expiration date of two years.

(D) NOVEMBER 23, 2009

* 111,111 units for $100,000 ($0.90/unit),
* Each unit consisted of two shares of stock (222,222) and one warrant
(111,111 Series "A"),
* Series "A" warrants have an exercise price of $0.60/share and an
expiration date of two years.

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

(E) DURING 2009, THE COMPANY HAD THE FOLLOWING WARRANT EXERCISES:

* July 10, 2009 - 50,000 shares at $0.20/share for $10,000.
* November 12, 2009 - 250,000 shares at $0.20/share for $50,000.
* December 28, 2009 - 593,663 shares at $0.20/share for $118,732

The following is a summary of the Company's warrants that are outstanding and
exercisable at December 31, 2009 and 2008:

Weighted
Average
Weighted Remaining
Average Contractual
Exercise Life in Intrinsic
Warrants Price Years Value
-------- ----- ----- -----

Balance - December 31, 2007 3,819,227 0.20
Granted 1,117,523 0.35
Exercised -- --
Forfeited/Cancelled -- --
---------- ---- ---- --------
Balance - December 31, 2008 - outstanding 4,936,750 0.23 0.54 $609,513
========== ==== ==== ========
Balance - December 31, 2008 - exercisable 4,936,750 0.23 0.54 $609,513
========== ==== ==== ========
Granted 375,396 0.46
Exercised (893,663) 0.20
Forfeited/Cancelled (3,412,897) 0.22
---------- ---- ---- --------
Balance - December 31, 2009 - outstanding 1,005,586 0.40 1.18 $ --
========== ==== ==== ========
Balance - December 31, 2009 - exercisable 1,005,586 0.40 1.18 $ --
========== ==== ==== ========

II. STOCK OPTIONS

(A) STOCK OPTION GRANT IN 2008

On December 20, 2008, the Company granted 100,000 stock options having a fair
value of $14,363 for services rendered.

(B) STOCK OPTIONS GRANTED AND EXERCISED IN 2009

On September 25, 2009, the Company granted 350,000 stock options having a fair
value of $36,519 for services rendered.

On September 25, 2009, the Company issued 192,857 shares of common stock in
connection with a cashless exercise provision related to all 450,000 stock
options previously granted.

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

The following is a summary of the Company's options that are outstanding and
exercisable at December 31, 2009 and 2008:

Weighted
Average
Weighted Remaining
Average Contractual
Exercise Life in Intrinsic
Options Price Years Value
------- ----- ----- -----

Balance - December 31, 2007
Granted 100,000 0.20
Exercised -- --
Forfeited/Cancelled -- --
-------- ---- ---- ----
Balance - December 31, 2008 - outstanding 100,000 0.20 2.97 --
======== ==== ==== ====
Balance - December 31, 2008 - exercisable 100,000 0.20 2.97 --
======== ==== ==== ====
Granted 350,000 0.20
Exercised (450,000) 0.20
Forfeited/Cancelled -- --
-------- ---- ----
Balance - December 31, 2009 - outstanding -- -- --
======== ==== ====
Balance - December 31, 2009 - exercisable -- -- --
======== ==== ====

The Company determined the fair value of stock option grants based upon the
following assumptions:

2009 2008
---- ----
Expected term 2 years 2 years
Expected volatility 100% 100%
Expected dividends 0% 0%
Risk free interest rate 0.30% 0.30%
Expected forfeitures 0% 0%

NOTE 6 COMMITMENTS AND CONTINGENCIES

LITIGATIONS, CLAIMS AND ASSESSMENTS

From time to time, the Company may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise that may harm its business. The Company is currently not aware
of any such legal proceedings or claims that they believe will have,
individually or in the aggregate, a material adverse affect on its business,
financial condition or operating results.

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

NOTE 7 INCOME TAXES

The Company recognizes deferred tax assets and liabilities for both the expected
impact of differences between the financial statements and the tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
from tax losses and tax credit carryforwards. The Company will establish a
valuation allowance to reflect the likelihood of realization of deferred tax
assets.

The Company has a net operating loss carryforward for tax purposes totaling
approximately $545,000 at December 31, 2009, expiring through 2029. There is a
limitation on the amount of taxable income that can be offset by carryforwards
after a change in control (generally greater than a 50% change in ownership).
Temporary differences, which give rise to a net deferred tax asset, are as
follows:

Significant deferred tax assets at December 31, 2009 and 2008 are as follows:

2009 2008
--------- ---------
Gross deferred tax assets:
Net operating loss carryforwards $(221,000) $(125,000)
--------- ---------
Total deferred tax assets 221,000 125,000
Less: valuation allowance (221,000) (125,000)
--------- ---------

Net deferred tax asset recorded $ -- $ --
========= =========

The valuation allowance at December 31, 2008 was approximately $125,000. The net
change in valuation allowance during the year ended December 31, 2009 was an
increase of approximately $96,000. In assessing the realizability of deferred
tax assets, management considers whether it is more likely than not that some
portion or all of the deferred income tax assets will not be realized. The
ultimate realization of deferred income tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible. Management considers the scheduled reversal of
deferred income tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment. Based on consideration of these
items, management has determined that enough uncertainty exists relative to the
realization of the deferred income tax asset balances to warrant the application
of a full valuation allowance as of December 31, 2009 and 2008, respectively.

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

The actual tax benefit differs from the expected tax benefit for the years ended
December 31, 2009 and 2008 (computed by applying the U.S. Federal Corporate tax
rate of 34% to income before taxes and 10% for State income taxes, a blended
rate of 40.60%) as follows:

2009 2008
-------- --------
Expected tax expense (benefit) - Federal $(84,000) $(71,000)
Expected tax expense (benefit) - State (27,000) (23,000)

Non-deductible stock compensation 15,000 6,000
Change in Valuation Allowance 96,000 88,000
-------- --------
Actual tax expense (benefit) $ -- $ --
======== ========

NOTE 8 SUBSEQUENT EVENTS

The Company has evaluated for subsequent events between the balance sheet date
of December 31, 2009 and April 15, 2010, the date the financial statements were
issued.

EMPLOYMENT AND CONSULTING AGREEMENTS

In 2010, the Company entered into agreements with individuals who will serve as
officers and directors. The terms of these agreements are as follows:

1. Chief Executive Officer (February 1, 2010)
a. Monthly fee of $6,000.
b. 800,000 stock options having a grant date fair value of $354,357,
which vest evenly over a thirty six month period.

2. Chairman (January 9, 2010)
a. Variable monthly cash payment based upon percentages of the
Company's cash on hand. Currently, the Company does not have
sufficient resources to meet the agreed upon amounts.
b. 1,886,938 stock options having a grant date fair value of
$837,451, which vest evenly over a thirty six month period.

3. Employee (February 1, 2010)
a. Annual salary - $50,000
b. 200,000 stock options having a grant date fair value of $82,065,
which vest over a two year period, quarterly, at 50,000 shares
beginning August 1, 2010 through February 1, 2012.

4. Chief Financial Officer (February 15, 2010)
a. 1,000,000 stock options having a grant date fair value of
$442,921, which vest evenly over a thirty six month period.

Enox Biopharma, Inc.
Notes to Financial Statements
(A Development Stage Company)
December 31, 2009 and 2008

The Company determined the fair value of stock option grants based upon the
following assumptions:

Expected term 5-10 years
Expected volatility 150%
Expected dividends 0%
Risk free interest rate 2.43%
Expected forfeitures 0%

Total grant date fair value of these 2010 stock option grants was $1,716,794.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

During the fiscal year ended December 31, 2009, we changed our independent
registered public accounting from Moore & Associates Chartered ("Moore") to
Seale and Beers, CPAs ("Seale") in August 2009. Following our dismissal of
Moore, its registration with the Public Company Accounting Oversight Board was
revoked. Subsequent to the end of fiscal 2009, on January 19, 2010, we dismissed
Seale and engaged Berman & Company, P.A., as our new independent registered
public accounting firm.

There were no disagreements with either Moore or Seale on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Moore or Seale would have caused them to make reference to the subject matter
of the disagreement(s) in connection with their respective reports, and there
were no "reportable events" as defined in Item 304(a) (1) (v) of Regulation S-K.

ITEM 9A(T). CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), as of December 31, 2009, we have carried out an
evaluation of the effectiveness of the design and operation of our Company's
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our Company's management, our
President (Principal Executive Officer) and Treasurer (Principal Accounting
Officer). Based upon the results of that evaluation, our management has
concluded that, as of December 31, 2009, our Company's disclosure controls and
procedures were effective and provide reasonable assurance that material
information related to our Company required to be disclosed in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to management to allow
timely decisions on required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control system is designed to provide
reasonable assurance to our management and board of directors regarding the
reliability of financial reporting and the preparation of financial statements
for external reporting purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes those
policies and procedures that:

* Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
* Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles in the United States of
America, and that receipts and expenditures of the Company are being
made only in accordance with authorizations of management and
directors of the Company; and
* Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the financial statements.

Management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2009. In making this assessment, we used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.

Because of the material weaknesses described below, our management, under the
supervision of and with the participation of our Chief Executive Officer and
Chief Financial Officer, concluded that, as of December 31, 2009, our internal
control over financial reporting was not effective based on the criteria in
INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.

A material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of our annual or interim consolidated financial
statements will not be prevented or detected on a timely basis.

In our assessment of the effectiveness of internal control over financial
reporting as of December 31, 2009, we identified that our material weaknesses
derived from the small size of our Company. That small size makes the proper
identification and authorization of transactions difficult, as we have
essentially only two individuals overseeing this process, which and creates
difficulties with separation of duties for handling, approving and coding
invoices, entering transactions into the accounts, writing checks and requests
for wire transfers. Additionally, the Company's officers are also its sole board
members. This does not provide an adequate level of layers of internal controls,
which in turn make it difficult to accumulate information required to be
disclosed by our Company in the reports that it files or submits under the
Exchange Act.

This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management's report in
this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting
identified in connection with the evaluation described above during the quarter
ended December 31, 2009 that has materially affected or is reasonably likely to
materially affect our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

AGREEMENT WITH PROF. AV-GAY

On February 1, 2010, the Company entered into a Memorandum of Understanding with
G.N.E. Biotechnologies Ltd. pursuant to which Prof. Av-Gay will continue to
serve as the Company's CEO. This agreement replaces the Consulting Agreement
dated September 1, 2007 described in Item 11 herein. G.N.E Biotechnologies Ltd,
is a company wholly owned by Prof. Av-Gay. Pursuant to the agreement, GNE will
be paid an initial fee of $6,000 a month in exchange for Prof. Av-Gay's
services. The parties acknowledged that GNEs fees should be $15,000, but agreed
to a reduced fee, and agreed that the fee may be adjusted in certain
circumstances, including if and when the Company has more available cash.

In addition, GNE is entitled to receive options to purchase up to an aggregate
of 800,000 shares of the Company's common stock for a period of 10 years at an
exercise price of $0.45 per share. The options will vest as follows: options to
purchase 22,222 shares of Common Stock will vest each month for a period of 35
months following the date of the Agreement; options to purchase 22,230 shares of
Common Stock will vest on the 36th month from the date of the Agreement. All
unvested options will automatically vest in the event of a Change of Control (as
defined in the Agreement) or if Prof. Av-Gay is terminated for cause. In
addition, in the event that the Company closes one or more Investment
Transaction(s) and/or Commercial Transactions (as such terms are defined in the
Agreement), the as yet unvested options will vest on an accelerated basis, as
set forth in the Agreement.

In the event of termination for cause, GNE will also be entitled to receive a
one time payment of $360,000.

AGREEMENT WITH ITAMAR DAVID

On February 15, 2010, we entered into a memorandum of agreement with Itamar
David pursuant to which Mr. David will serve as CFO of the Company. Pursuant to
the agreement, Mr. David is entitled to receive options to purchase up to an
aggregate of 1,000,000 shares of the Company's common stock for a period of 10
years at an exercise price of $0.45. Of these options, options to 27,778 shares
of Common Stock will vest each month for a period of 35 months following the
date of the agreement, and the remaining 27,770 shares will vest during the 36th
month. The options will vest in full in the event of a change of control (as
defined in the agreement) or in the event Mr. David resigns as set forth in the
agreement. The agreement is effective for a period of 3 years. The agreement may
be terminated at any time for cause. Additionally, Mr. David may be asked to
resign at such time as the Company, in its sole discretion, believes a full-time
CFO is advisable.

AGREEMENT WITH AMIR AVNIEL

On January 9, 2010, we entered into a Memorandum of Agreement (the "Agreement")
with Mr. Avniel, pursuant to which he will serve as Chairman of the Board. As
consideration for his services, Mr. Avniel will receive the following fee: he
shall be entitled to receive a fee of $10,000 per month in the event the Company
has available Cash (as defined in the Agreement) in excess of $1.5 million, or a
fee of $15,000 per month in the event the Company has available Cash in excess
of $3.0 million. Mr. Avniel shall not receive any fees for as long as the
Company has less than $1.5 million in available Cash. He will also be entitled
to reimbursement of reasonable expenses.

In addition, Mr. Avniel will receive options to purchase up to an aggregate of
1,886,938 shares of the Company's common stock (the "Common Stock"), at an
exercise price of $0.35 per share for a period of 10 years, of which options to
purchase 52,415 shares of Common Stock will vest each month for a period of 36
months following the date of the Agreement. All unvested options will
automatically vest in the event of a Change of Control (as defined in the
Agreement). In addition, in the event that the Company closes one or more
Investment Transaction(s) and/or Commercial Transactions (as such terms are
defined in the Agreement) (collectively referred to herein as the
"Transactions"), the as yet unvested options will vest on an accelerated basis,
as set forth in the Agreement.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

As at April 15, 2010, our directors and executive officers, their ages,
positions held, and duration of such, are as follows:

Name Position Held With Company Age Date Appointed
---- -------------------------- --- --------------

Mr. Amir Avniel Chairman of the Board of Directors 36 March 1, 2010
Prof. Yossef Av-Gay President and Chief Executive Officer 47 June 28, 2007
and Director
Dr. Chris Miller Director 51 April 17, 2009
Mr. Itamar David Chief Financial Officer 30 July 23, 2009
Dr. David Greenberg Chief Medical Officer and Director 49 June 28, 2007
Mr. Razi Mizrahi Secretary, Treasurer and Director 44 June 28, 2007

BUSINESS EXPERIENCE

MR. AMIR AVNIEL, CHAIRMAN OF THE BOARD

Mr. Avniel served as Chief Executive Officer of Rosetta Genomics, a molecular
diagnostics company that develops microRNA-based diagnostic tests and
therapeutic tools (Nasdaq: ROSG), from April 2006 until October 2009, and
asRosetta Genomics' President from May 2005 until October 2009. Mr. Avniel also
served in other senior management positions at Rosetta Genomics, including Chief
Technology Officer and Chief Operating Officer, from May 2001 to May 2005. Mr
Avniel has been named co-author of 20 patent applications. Mr. Avniel studied
computer science at the Academic College of Tel Aviv - Jaffa, Israel. Prior to
his academic studies, he served as an officer in the Israel Defense Force, where
he was awarded four commendations for excellence.

We believe Mr. Avniel's qualifications to sit on our board of directors include
his years of experience in the biotech industry.

PROF. YOSSEF AV-GAY, PRESIDENT, CEO, MEMBER OF THE BOARD OF DIRECTORS

Prof. Yossef Av-Gay has served as our President, CEO and a member of our Board
of Directors since June 28, 2007. The term of his office is for one year and is
renewable on an annual basis. Since December 1994, Prof. Av-Gay has been
employed by the University of British Columbia and his current position is
Professor of Microbiology in the Department of Medicine. He is a microbiologist
engaged in antimicrobial drug development. He is a full time faculty member of
the Department of Medicine at the University of British Columbia in Vancouver,
Canada. Prof. Av-Gay's research focuses on understanding unique mycobacterial
metabolic pathways, identifying potential virulence genes, and validating these
pathways as candidates for Tuberculosis drug development as well as preclinical
tests of lead compounds. Prof. Av-Gay has authored 58 peer review scientific
publications, three review articles, two book chapters, and 11 patents. He
serves on scientific advisory boards and is a consultant to several biotech
companies. Prof. Av-Gay is a member of the scientific review panel of the
Canadian Institute of Health Research, and the European Commission panels for
Diseases related to Poverty (Malaria, TB and AIDS), and for Life Sciences,
Genomics and Biotechnology for Health.

We believe Prof. Av-Gay's qualifications to sit on our board of directors
include his years of experience in the academic field of antimicrobial drug
development, as well as the deep understanding of our products that he has
acquired over several years of service on our board of directors and as our
executive officer.

DR. CHRIS MILLER, MEMBER OF THE BOARD OF DIRECTORS

Dr. Chris Miller, is a Clinical Assistant Professor in the Faculty of Medicine,
Respiratory Division, at the University of British Columbia, Canada. Dr. Miller
has specialized his research in nitric oxide technology and therapeutic
research. From 1998 to 2007, Dr. Miller served as the CEO of Pulmonox Medical
Inc., a leading-edge biotech company based in Alberta, Canada ("PMI"). PMI is
the successor corporation to Pulmonox Research and Development Corporation, a
company that researched and developed nitric oxide gas as a platform technology
which Dr. Miller founded in 1993. Dr. Miller is also currently a consultant and
sole owner of NRD Solutions, Inc. ("NRD"), a Canadian company which currently
serves a consultant to Enox. Pursuant to the Company's Consulting Agreement with
NRD, NRD evaluates the Company's medical devices, provides opinions on the
Company's devices and technologies and speaks on the Company's behalf to
potential investors, collaborators and partners. NRD receives a fee of $12,000
for a twelve-month period which commenced on September 1, 2008. Dr. Miller is a
principal, owner and founder of Novipan, Inc., a nitric technology development
company. In addition, Dr. Miller is currently a principal, owner and founder of
Nitric Solutions, Inc., a nitric oxide gas manufacturer for human and veterinary
uses. He also continues to consult for biopharmaceutical companies dedicated to
the development of nitric oxide therapies and technologies in the areas of
immunology, cancer and infectious diseases.

From 2007 to 2009, Dr. Miller was a Research Associate in the Division of
Infectious Diseases at the University of British Columbia, where he continued to
develop nitric oxide therapies in the areas of wound healing, leishmaniasis and
tinea pedis. Dr. Miller received a doctorate (2004) in experimental medicine,
pulmonary medicine and infectious diseases from the University of British
Columbia, a B.A. degree (1991) in Management of Health Services from Ottawa
University in Kansas, and an Associate Degree (1982) in Respiratory Therapy from
Northern Alberta Institute of Technology in Edmonton, Canada. His thesis
research evaluated the use of gaseous nitric oxide (gNO) as antibacterial agent
for respiratory tract infections and surface wound infections. Dr. Miller has
authored over 20 papers in peer review publications and has six issued patents
with 14 pending. In 2004, he received the prestigious Jimmy Schultz Award for
his "dedication to improving patient care through research and innovative use of
respiratory care technology."

We believe Dr. Miller's qualifications to sit on our board of directors include
his years of experience in the Nitric Oxide medical field.

MR. ITAMAR DAVID, CHIEF FINANCIAL OFFICER

Mr. Itamar David has served as our Chief Financial Officer since July 23, 2009.
The term of his office is for one year and is renewable on an annual basis. Mr.
David has been self-employed as a consultant to private and public companies.
Mr. David provides consulting services related to acquisitions and financings
for small- and medium sized private companies, and assists with due diligence
and financial reporting for his clients. From 2001 to August 2006, Mr. David
served as an independent consultant to private companies in the field of design,
development and implementation of computer-based information systems,
particularly software applications.

DR. DAVID GREENBERG, CHIEF MEDICAL OFFICER, MEMBER OF THE BOARD OF DIRECTORS

Dr. David Greenberg has served as our Chief Medical Officer and a member of our
Board of Directors since June 28, 2007. The term of his office is for one year
and is renewable on an annual basis. Since 1999, Dr. Greenberg has been employed
by Ben-Gurion University in Israel in the position of medical doctor
specializing in pediatric infectious diseases. Dr. Greenberg obtained his MD
from Ben-Gurion University of the Negev in Beer-Sheva, Israel in 1991, was Board
certified in Pediatrics in 1996, and did his fellowship in Pediatric Infectious
Diseases at "The Children's Hospital" in Vancouver, Canada, from 1997 to 1999.
He was Board certified in Infectious Diseases in Israel in 2000. He joined the
Department of Pediatrics and the Pediatric Infectious Disease Unit of Soroka
University Medical Center as a pediatrician and a senior consultant in Pediatric
Infectious Diseases in 1999. He is also the Head of the Clinical Service for
Pediatric Oncology patients. In collaboration with various researchers from
several universities worldwide, Dr. Greenberg was a member World Health
Organization Pneumonia Vaccine Trial Investigators' Group and of the
Pneumococcal Molecular Epidemiology Network (PMEN). Dr. Greenberg is an
Associated Professor at the Faculty of Health Sciences of the Ben-Gurion
University of the Negev. He currently serves as the Chairman of the Israeli
Clinical Pediatric Society. Dr. Greenberg's research activities focus on
respiratory infections, such as pneumonia and otitis media, on vaccines, such as
the pneumococcal conjugated vaccines, and on invasive infections, such as
bacteremia and meningitis mostly caused by Streptococcus pneumoniae. He is
particularly interested in epidemiology, molecular epidemiology and carriage of
S. pneumoniae, as well as in the spread of antibiotic resistant pneumococci in
the community. He is the author or co-author of over 75 peer review scientific
publications, 8 review articles, two book chapters, and 1 patent.

We believe Dr. Greenberg's qualifications to sit on our board of directors
include his years of experience as a researcher and as a medical doctor, as well
as the deep understanding of our products that he has acquired over several
years of service on our board of directors.

MR. RAZI MIZRAHI, SECRETARY, TREASURER, MEMBER OF THE BOARD OF DIRECTORS

Mr. Mizrahi has served as our Secretary, Treasurer and a member of our Board of
Directors since June 28, 2007. The term of his office is for one year and is
renewable on an annual basis. Mr. Mizrahi is a self-employed businessman. He is
the founder and President of Summit Diamonds, Inc., a wholesale distributor of
diamonds and a member of the Tel Aviv diamond exchange for which he has worked
for more than 20 years. Mr. Mizrahi has specialized in the supply of loose
polished diamonds worldwide, with over 20 years experience focusing on the North
American market.

We believe Mr. Mizrahi's qualifications to sit on our board of directors include
his years of experience as a financier, as well as the deep understanding of our
products that he has acquired over several years of service on our board of
directors and as an officer.

BOARD COMPOSITION

Our Bylaws provide that the Board of Directors shall consist of one or more
members, but not more than nine, and that our shareholders shall determine the
number of directors at each regular meeting. Each director serves for a term
that expires at the next regular meeting of the shareholders or until his
successor is elected and qualified.

COMMITTEES OF THE BOARD OF DIRECTORS

We do not presently have a separately constituted audit committee, compensation
committee, nominating committee, executive committee or any other committees of
our Board of Directors. Nor do we have an audit committee "financial expert." As
such, our entire Board of Directors acts as our audit committee and handles
matters related to compensation and nominations of directors.

POTENTIAL CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our Board of Directors. Thus, there is a potential conflict of
interest in that our directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that may affect
management decisions.

In addition, our officer and director, Prof. Yossef Av-Gay, is currently
employed by the University of British Columbia ("UBC"). Enox has entered into a
services agreement with UBC, pursuant to which Prof. Av-Guy serves as UBC's
Investigator providing the services to Enox. Prof. Av-Gay reports his
relationship with Enox to his university-employer.

We are not aware of any other conflicts of interest involving our executive
officers or directors.

DIRECTOR INDEPENDENCE

We are not subject to listing requirements of any national securities exchange
or national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of "independent directors."
Our determination of independence of directors is made using the definition of
"independent director" contained in Rule 5000(a)(19) of the Marketplace Rules of
the NASDAQ Stock Market ("NASDAQ"), even though such definitions do not
currently apply to us because we are not listed on NASDAQ. We have determined
that none of our directors currently meet the definition of "independent" as
within the meaning of such rules as a result of their current positions as our
executive officers.

CODE OF ETHICS

We do not currently have a Code of Ethics applicable to our principal executive,
financial and accounting officers; however, the Company plans to implement such
a code during the fiscal year ended 2010.

FAMILY RELATIONSHIPS

There are no family relationships between our officers and directors.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, person nominated to become a director, executive officer, promoter
or control person of our company has, during the last ten years: (i) been
convicted in or is currently subject to a pending a criminal proceeding
(excluding traffic violations and other minor offenses); (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to any federal or state securities or banking or commodities
laws including, without limitation, in any way limiting involvement in any
business activity, or finding any violation with respect to such law, or any law
or regulation respecting financial institutions or insurance companies
including, but not limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or permanent
cease-and-desist order, or removal or prohibition order; or any law or
regulation prohibiting mail or wire fraud or fraud in connection with any
business entity; (iii) any bankruptcy petition been filed by or against the
business of which such person was an executive officer or a general partner,
whether at the time of the bankruptcy or for the two years prior thereto; nor
(iv) been the subject of, or a party to, any sanction or order, not subsequently
reversed, suspended or vacated, of any self-regulatory organization (as defined
in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered
entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.
1(a)(29))), or any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated with a member.
(covering stock, commodities or derivatives exchanges, or other SROs.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

We have not implemented a formal policy or procedure by which our stockholders
can communicate directly with our Board of Directors. Nevertheless, every effort
has been made to ensure that the views of stockholders are heard by the Board of
Directors or individual directors, as applicable, and that appropriate responses
are provided to stockholders in a timely manner. We believe that we are
responsive to stockholder communications, and therefore have not considered it
necessary to adopt a formal process for stockholder communications with our
Board. During the upcoming year, our Board will continue to monitor whether it
would be appropriate to adopt such a process.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who own more than 10% of our common stock, to file reports regarding
ownership of, and transactions in, our securities with the Securities and
Exchange Commission and to provide us with copies of those filings. Specific due
dates for these reports have been established. Based solely on our review of the
copies of such forms received by us, or written representations from certain
reporting persons, we believe that during the fiscal year ended December 31,
2009, each of the forms were filed timely, except for the Form 3 for Dr. Miller,
which was filed late.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth information with respect to compensation paid by
us to our officers during the fiscal years ended December 31, 2009, 2008 and
2007.

SUMMARY COMPENSATION TABLE FOR 2007, 2008 AND 2009

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

Prof. Yossef 2009 -- -- -- -- -- -- 42,000(3) 42,000
Av-Gay, 2008 -- -- -- -- -- -- 36,000(1) 36,000
President, CEO 2007 -- -- -- -- -- -- 18,000(1) 18,000
and Director

Mr. Itamar 2009 -- -- -- -- -- -- -- --
David, 2008 -- -- -- -- -- -- -- --
Chief 2007 -- -- -- -- -- -- -- --
Financial
Officer(4)

Dr. David 2009 -- -- -- -- -- -- 12,000(2) 12,000
Greenberg, 2008 -- -- -- -- -- -- 6,000(2) 6,000
Chief Medical 2007 -- -- -- -- -- -- 12,000(2) 12,000
Officer and
Director

Razi Mizrahi 2009 -- -- -- -- -- -- -- --
Secretary, 2008 -- -- -- -- -- -- -- --
Treasurer and 2007 -- -- -- -- -- -- -- --
Director

- ----------
(1) Represents compensation of $3,000 per month paid for services as an
independent contractor pursuant to the terms of the Consulting Agreement
dated September 1, 2007 which we entered into with 0794658 B.C. Ltd., a
company owned by Prof. Av-Gay. Additional details are available under Item
13 below.
(2) Represents compensation of $1,000 per month paid for services as an
independent contractor pursuant to the terms of the Consulting Agreement
dated August 1, 2007 which we entered into with Dr. Greenberg. Additional
details are available under "Employment Contracts, Termination of
Employment, Change-in-Control Arrangement" below. During 2009, we also
prepaid $1,000 for services to be performed under this Consulting Agreement
during fiscal 2010.
(3) Represents compensation of $3,000 per month paid for services as an
independent contractor pursuant to the terms of the Consulting Agreement
dated September 1, 2007 which we entered into with 0794658 B.C. Ltd.
between January and July 2009, and $4,000 per month for the months of July
through December 2009, pursuant to the terms of the July 1, 2009 Amendment
to the Consulting Agreement. Additional details are available under Item 13
below.
(4) Mr. David was appointed to serve as Chief Financial Officer on July 23,
2009.

We do not currently have a stock option plan nor any long-term incentive plans
that provide compensation intended to serve as incentive for performance. No
individual grants of stock options or other equity incentive awards have been
made to any executive officer or any director since our inception; accordingly,
none were outstanding at December 31, 2009.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS

AGREEMENT WITH DR. GREENBERG

of 90 days, and will continue to be automatically renewed for additional
successive 90-day periods until notice of non-renewal by either party is given
pursuant to the terms of the agreement. To date, we have paid consulting fees of
$18,000 under the terms of this renewed agreement.

AGREEMENT WITH NRD SOLUTIONS

On September 1, 2008, the Company extended a consulting agreement with NRD
Solutions, for twelve months for a fee of $12,000, pursuant to which the
consultant agreed to provide the Company with an evaluation of the Company's
tympanostomy tube device, provide an expert opinion on the Company devices and
technologies, and speak on the Company's behalf to potential investors,
collaborators and partners.

AGREEMENT WITH PROF. AV-GAY

On February 1, 2010, the Company entered into a Memorandum of Understanding with
G.N.E. Biotechnologies Ltd. pursuant to which Prof. Av-Gay will continue to
serve as the Company's CEO. This agreement replaces the Consulting Agreement
dated September 1, 2007 described above. G.N.E Biotechnologies Ltd, is a company
wholly owned by Prof. Av-Gay. Pursuant to the agreement, GNE will be paid an
initial fee of $6,000 a month in exchange for Prof. Av-Gay's services. The
parties acknowledged that GNEs fees should be $15,000, but agreed to a reduced
fee, and agreed that the fee may be adjusted in certain circumstances, including
if and when the Company has more available cash.

In the event of termination for cause, GNE will also be entitled to receive a
one time payment of $360,000.

AGREEMENT WITH ITAMAR DAVID

AGREEMENT WITH AMIR AVNIEL

There are no other employment or other contracts or arrangements with our
executive officers.

COMPENSATION OF DIRECTORS FOR 2009

We do not compensate our directors for their services in their capacity as
directors. Directors are entitled to reimbursement for reasonable travel and
other out-of-pocket expenses incurred in connection with attendance at meetings
of our Board of Directors. The Board of Directors may award special remuneration
to any director undertaking any special services on behalf of Enox Biopharma
other than services ordinarily required of a director.

Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------

Prof. Yossef Av-Gay(1) -- -- -- -- -- -- --
Dr. Chris Miller -- -- -- -- -- 12,000(2) 12,000
Dr. David Greenberg(1) -- -- -- -- -- -- --
Razi Mizrahi(1) -- -- -- -- -- -- --

- ----------
(1) Prof. Av-Gay, Dr. Greenberg and Mr. Mizrahi also serve as our executive
officer or consultants. Compensation they received for such services during
fiscal 2009 are described above in the Summary Compensation Table.
(2) Represents compensation of $1,000 per month paid for services as an
independent contractor pursuant to the terms of the Consulting Agreement
dated September 1, 2007 which we entered into with NRD Solutions.
Additional details are available under "Employment Contracts, Termination
of Employment, Change-in-Control Arrangement" above. Dr. Miller did not
receive any compensation for services as a director to the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS.

The following table sets forth information regarding the beneficial ownership of
our common stock as of April 15, 2010 for:

* each of our executive officers;
* each of our directors;
* all of our executive officers and directors as a group; and
* each person, or group of affiliated persons, known by us to
beneficially own more than 5% of our common stock.

We have determined beneficial ownership in accordance with the rules of the
Securities and Exchange Commission. These rules generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power or
investment power with respect to those securities. The person is also deemed to
be a beneficial owner of any security of which that person has a right to
acquire beneficial ownership within 60 days. Unless otherwise indicated, the
persons or entities identified in this table have sole voting and investment
power with respect to all shares shown as beneficially owned by them, subject to
applicable community property laws, and the address for each person listed in
the table is c/o Enox Biopharma, Inc., 303-1687 W. Broadway, Vancouver BC V6J
1X2Canada.

The percentage ownership information shown in the table below is calculated
based on 12,829,587 shares of our common stock issued and outstanding as of
April 15, 2010.

Amount and
Nature of
Title of Name and Address of Beneficial Percent of
Class Beneficial Owner Ownership Class
----- ---------------- --------- -----

Common Prof. Yossef Av-Gay(1) 5,355,846 41.7%
Common Mr. Amir Avniel 0 --
Common Dr. David Greenberg (2) 400,000 3.1%
Common Dr. Chris Miller (5) 400,000 3.1%
Common Mr. Razi Mizrahi (3) 675,000 5.26%
Common Mr. Itamar David (4) 442,218 3.4%
Common Directors and officers
as a group (six persons) 7,273,064 56.56%

- ----------
(1) Prof. Av-Gay's address is 3849 West 13th Avenue, Vancouver BC V6R2S9,
Canada.
(2) Dr. Greenberg's address is 39 Tamar St, Omer 94965, Israel.
(3) Mr. Mizrahi's address is 3 Haruvim St., Pardes Hana 37000, Israel.
(4) Represents (i) 299,361 shares of common stock, (ii) warrants to purchase
142,857 shares of common stock at an exercise price of $0.20 per share
which expire on December 25, 2011. Mr. David's address is 13 Achuza St.,
Pardes-Hana Karkur 37075. Itamar David expressly disclaims beneficial
ownership with respect to the shares owned by his wife, Hadas David.
(5) Dr. Chris Miller's address is 4231 Glenhaven Crescent, North Vancouver, V7G
1B8 Canada.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.

Other than the consulting agreements and stock transactions discussed below, we
have not entered into any transaction, nor are there any proposed transactions,
in which any of our directors, executive officers or shareholders, or any member
of the immediate family of any of the foregoing, had or is to have a direct or
indirect material interest.

CONSULTING AGREEMENTS

On August 1, 2007, we entered into a Consulting Agreement with Dr. David
Greenberg, our Chief Medical Officer and one of our directors, for an initial
term of twelve months, pursuant to which Dr. Greenberg agreed to provide us with
management consulting services, in exchange for payment of consulting fees in
the amount of $1,000 per month. Pursuant to the Consulting Agreement, Dr.
Greenberg has agreed to provide the following specific services: speaking on our
behalf to potential investors, collaborators, and partners. Upon expiration of
the initial term, the Consulting Agreement was automatically renewed for a term
of 90 days, and will continue to be automatically renewed for additional
successive 90-day periods until notice of non-renewal by either party is given
pursuant to the terms of the agreement. To date, we have paid consulting fees of
$18,000 under the terms of this renewed agreement.

On September 1, 2007, we entered into a Consulting Agreement with 0794658 B.C.
Ltd., a company owned by Prof. Av-Gay, our President, CEO and a director, for an
initial term of twelve months, pursuant to which the consultant agreed to
provide us with management consulting services, in exchange for payment by us of
consulting fees in the amount of $3,000 per month. The specific services to be
provided by the consultant include: managing our activities and operations,
providing microbiology and biochemistry expertise, speaking on our behalf to
potential investors, collaborators, and partners, and filing patents with the US
Patent and Trademark Office. Upon expiration of the initial term, the Consulting
Agreement was automatically renewed for a term of 90 days, and will continue to
be automatically renewed for additional successive 90-day periods until notice
of non-renewal by either party is given pursuant to the terms of the agreement.
To date, we have paid consulting fees of $60,000 under the terms of this renewed
agreement.

On July 1, 2009, amended the compensation rate included in the Consulting
Agreement, and agreed to pay $4,000 for each month of consulting during the term
of the Agreement.

On February 1, 2010, the Company entered into a Memorandum of Understanding with
G.N.E. Biotechnologies Ltd. pursuant to which Prof. Av-Gay will continue to
serve as the Company's CEO. This agreement replaces the Consulting Agreement
dated September 1, 2007 described above. G.N.E Biotechnologies Ltd, is a company
wholly owned by Prof. Av-Gay. Pursuant to the agreement, GNE will be paid an
initial fee of $6,000 a month in exchange for Prof. Av-Gay's services. The
parties acknowledged that GNEs fees should be $15,000, but agreed to a reduced
fee, and agreed that the fee may be adjusted in certain circumstances, including
if and when the Company has more available cash.

In the event of termination for cause, GNE will also be entitled to receive a
one time payment of $360,000.

REAL PROPERTY

We changed our corporate office from 3849 West 13th Avenue, Vancouver BC V6R 2S9
Canada, to 303-1687 Broadway West, Vancouver, BC V6J 1X2, in space provided to
us by our Chief Financial Officer. We do not pay any rental fees for use of this
space.

STOCK TRANSACTIONS

On June 28, 2007, Prof. Yossef Av-Gay, our President, CEO and a director, was
issued 5,275,000 shares of our common stock in consideration for cash at a price
of $0.0001 per share. The shares were issued under Section 4(2) of the
Securities Act of 1933, as amended, and/or Regulation D promulgated by the
Securities and Exchange Commission.

On June 28, 2007, Mr. Razi Mizrahi, our Secretary, Treasurer and a director, was
issued 675,000 shares of our common stock in consideration for cash at a price
of $0.0001 per share. The shares were issued under Section 4(2) of the
Securities Act of 1933, as amended, and/or Regulation D promulgated by the
Securities and Exchange Commission.

On June 28, 2007, Dr. David Greenberg, our Chief Medical Officer and a director,
was issued 400,000 shares of our common stock in consideration for cash at a
price of $0.0001 per share. The shares were issued under Section 4(2) of the
Securities Act of 1933, as amended, and/or Regulation D promulgated by the
Securities and Exchange Commission.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed during the fiscal years ended December 31, 2007, 2008
and 2009 for professional services rendered by Moore and Associates, Chartered
Accountants, with respect to the audit of our 2007 and 2008 financial
statements, and Seale and Beers CPA's for the audit of our 2009, financial
statements, as well as their quarterly reviews of our interim financial
statements and services normally provided by the independent accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods, were as follows:

Years Ended Years Ended
December 31, December 31,
2008 2009
-------- --------
Audit Fees and Audit Related Fees $ 6,000 $ 14,500
Tax Fees $ 0 $ 0
All Other Fees $ 0 $ 0
-------- --------
TOTAL $ 6,000 $ 14,500 (1)
======== ========

- ----------
(1) Audit fees for year ended December 31, 2009 have not yet been billed to us
yet

Our new auditors, Berman & Company, P.A. have billed $40,000 pertaining to the
reaudit of the prior year's (2008 and 2007) previously audited by Moore &
Associates, a PCAOB registered firm that was sanctioned and banned from
practicing public accounting. Berman also audited 2009.

In the above table, "audit fees" are fees billed by our Company's external
auditor for services provided in auditing our Company's annual financial
statements for the subject year. "Audit-related fees" are fees not included in
audit fees that are billed by the auditor for assurance and related services
that are reasonably related to the performance of the audit review of our
company's financial statements. "Tax fees" are fees billed by the auditor for
professional services rendered for tax compliance, tax advice and tax planning.
"All other fees" are fees billed by the auditor for products and services not
included in the foregoing categories.

PRE APPROVAL POLICIES AND PROCEDURES

We do not have a separately designation Audit Committee. The Board of Directors
pre-approves all services provided by our independent auditors. All of the above
services and fees were reviewed and approved by the Board of Directors either
before or after the respective services were rendered.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 of
Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).

3.2 Bylaws (incorporated by reference to Exhibit 3.2 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).

4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of Enox Biopharma, Inc.'s Registration Statement on Form
S-1 (File No. 333-154763)).

4.2 Form of Subscription Agreement related to the December 28, 2007
private placement (incorporated by reference to Exhibit 4.2 of Enox
Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).

4.3 Form of Subscription Agreement related to the July 15, 2008 private
placement (incorporated by reference to Exhibit 4.3 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).

4.4 Form of Subscription Agreement related to the July 20, 2008 private
placement (incorporated by reference to Exhibit 4.4 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).

4.5 Specimen common stock purchase warrant issued in connection with the
July 15, 2008 private placement and the July 20, 2008 private
placement (incorporated by reference to Exhibit 4.5 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).

10.1 Consulting Agreement dated September 1, 2007 between Enox Biopharma,
Inc. and 0794658 B.C. Ltd. (incorporated by reference to Exhibit 10.1
of Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).

10.2 Consulting Agreement dated August 1, 2007 between Enox Biopharma, Inc.
and Dr. David Greenberg (incorporated by reference to Exhibit 10.2 of
Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).

10.3 Consulting Agreement dated September 1, 2007 between Enox Biopharma,
Inc. and NRD Solutions (incorporated by reference to Exhibit 10.3 of
Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).

31.1 Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Enox Biopharma, Inc.

By: /s/ Prof. Yossef Av-Gay
--------------------------------------------
Prof. Yossef Av-Gay, Chief Executive Officer
(Principal Executive Officer)

Dated: April 15, 2010

By: /s/ Itamar David
--------------------------------------------
Mr. Itamar David, Chief Financial Officer
(Principal Financial and Accounting Officer)

Dated: April 15, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

/s/ Prof. Yossef Av-Gay
- -----------------------------------------------
Prof. Yossef Av-Gay, Chief Executive Officer
and Director (Principal Executive Officer)

Dated: April 15, 2010

/s/ Itamar David
- -----------------------------------------------
Mr. Itamar David, Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ Amir Avniel
- -----------------------------------------------
Mr. Amir Avniel, Chairman of the Board
of Directors

Dated: April 15, 2010

/s/ Razi Mizrahi
- -----------------------------------------------
Mr. Razi Mizrahi, Secretary, Treasurer
and Director

Dated: April 15, 2010