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                        K E N N E T H I. D E N O S, P. C.

                          11585 SOUTH STATE, SUITE 102
                               DRAPER, UTAH 84 020
                               Tel: (801)816-2511
                               FAX: (801) 816-2599
                               KDENOS@DENOSLAW.COM

                                December 30, 2004

VIA FEDERAL EXPRESS
Mr. Jay Ingram
Mr. John Reynolds
U.S. SECURITIES AND EXCHANGE COMMISSION
Division of Corporate Finance
Office of Emerging Growth Companies
450 Fifth Street, N.W., Mail Stop 0511
Washington, D.C. 20549
Telephone (202) 942-2791
Facsimile (202) 942-9516

         Re:      Cancer Therapeutics, Inc.
                  Registration Statement on Form SB-2
                  File No. 333-119915

Dear Messrs. Ingram and Reynolds:

         This firm serves as counsel to Cancer Therapeutics, Inc. in connection
with its submission of a registration statement with the Securities and Exchange
Commission on Form SB-2. We acknowledge receipt of your comments to our initial
filing on Form SB-2 on October 22, 2004. We thank you for your input and this
letter is intended to respond accordingly. Each paragraph number of this letter
corresponds to your comments to us dated November 23, 2004, and we have attached
two redlined copies and one clean copy, each such copy bound, of our amended
registration statement on Form SB-2 for your timely review and comment as
appropriate. We note to you that references to page numbers in the registration
statement will be with respect to the redlined copies.

General

1. COMMENT. We note that the registration statement covers the resale of all of
the Cancer Therapuetics, Inc.'s outstanding securities. Your offering appears to
be an "at the market" primary offering of equity securities by or on behalf of
the registrant under Rule 415(a)(4) of Regulation C. Because you do not qualify
to conduct a primary offering "at the market," please revise the terms of your
offering to provide that all offers and sales will be made at a disclosed fixed
price for the duration of the offering, resales will be made on a prompt and
continuous basis, and the selling shareholders will be identified as
underwriters. Review your disclosure throughout the prospectus accordingly.

         RESPONSE: Based upon our discussions with you and subsequently with
management of the Company, we have modified the registration statement to cover
the issue of new shares instead of covering the resale by selling stockholders,
and have consequently eliminated discussion in the registration statement
concerning resales of existing shares.

2. COMMENT. A currently dated consent of the independent accountants should be
included in any amendment to the registration statement.

         RESPONSE: We have included a currently dated consent of the independent
accountants in the attached amendment to the registration statement on page
F/S-3.

Prospectus Summary

3. COMMENT. Clarify, if true, that the information contained on your website
does not constitute part of the prospectus.

         RESPONSE:  Please see additional disclosures provided on page 1.

4. COMMENT. Please add disclosure addressing the Company's going concern
qualification, its accumulated deficit of $ 2,726,721, the fact that it has
negative working capital, negative cash flows from operations, minimal revenues
and recurring operating losses.

         RESPONSE:  Please see additional disclosures provided in the Prospectus
Summary on page 2.

Summary Financial Data

5. COMMENT. Update the summary financial data.

         RESPONSE: We have updated the summary financial data table on page 2 in
the Prospectus Summary.

6. COMMENT. A column should be added to include financial information for the
most recent period reported (i.e., quarter ended 8/31/04). Please revise.

         RESPONSE: We have added a column to the summary financial data table on
page 2 in the Prospectus Summary to include financial information for the
quarter ended August 31, 2004.

7. COMMENT. Correct the reference to working capital of $77,997. The company has
a deficit in working capital of nearly $600,000 at May 31, 2004 and at August
31, 2004.

         RESPONSE: We have corrected the reference to working capital in the
summary financial data table on page 2 in the Prospectus Summary.

Risk Factors

8. COMMENT. Your risk factor subheadings are not visually distinctive from the
general text. We suggest you use bold-faced type or number the risk factors to
clearly indicate the subheadings.

         RESPONSE: We have added bold-faced type to more clearly indicate the
risk factor subheadings on pages 4 through 8.

9. COMMENT. Review your risk factor subheadings to ensure that your subheadings
clearly reflect the material risk disclosed in the narrative. For example, the
subheading for risk factor 1 merely states the fact the company has a limited
operating history. Please revise your subheadings so that they adequately
describe the specific risk that results from the state fact. To assist you in
this regard, we refer you to "A Plain English Handbook - How to Create Clear SEC
Disclosure Documents," issued by the Office of Investor Education and
Assistance, which is available on our website at www.sec.gov, and updated
version of Staff Legal Bulletin No. 7, dated Jun 7, 1999.

         RESPONSE:  Please see revisions to the Company's risk factors on pages
4 through 8.

10. COMMENT. Please review your risk factors to [sic] so that each discusses a
material risk to your potential shareholders. Some of your risk factors are too
broad and generic and should be revised to state the material risk that is
specific to Cancer Therapeutics, Inc. As a general rule, a risk factor is
probably too generic if it is readily transferable to other offering documents
or described circumstances or factual situations that are equally applicable to
other similarly situated businesses. The following risk factors should be
revised, deleted or moved to another section of the prospectus as appropriate:

     -  "We Have a Limited Operating  History"
     -  "We Are Heavily Dependent Upon Our Key Personnel..."
     -  "You May Not Agree With The Decisions of Our Management Team"
     -  "We Are Susceptible to Increased  Operating Costs"
     -  "Our Value Can Be Negatively Affected..."
     -  "A Purchase of Our Shares is a Speculative..."
     -  "You May Lack Liquidity..."

         RESPONSE: Please see revisions to the Company's risk factors on pages 4
through 8.

11. COMMENT. To the extent possible, avoid the generic conclusion you make in
some of your risk factors that the risk discussed would have a material adverse
effect on your business, income, financial condition, and/or operating results
or your business may be harmed. For example, see the third risk factor. Instead,
replace this language with specific disclosure of how your business, financial
condition and/or operating results would be affected.

         RESPONSE:  Please see revisions to the Company's risk factors on pages
4 through 8.

12. COMMENT. Please do not bundle risk factors. The ninth risk factor, for
example, discusses six specific risks. You must devote separate narratives to
each specific "operating risk" affecting your company.

         RESPONSE:  We have revised our risk factors accordingly on page 6.

13. COMMENT. In the first risk factor, clarify your disclosure referencing "any
other business venture." What type of "business venture" does the company
contemplate?

         RESPONSE:  Please see additional disclosures provided on page 4.

14. COMMENT. Since there is no market for your securities, please remove the
comparisons and references to the Nasdaq in the thirteenth risk factor.

         RESPONSE:  We have removed the reference to Nasdaq on page 6.

Management's Discussion and Analysis

15. COMMENT. We believe your MD&A section could benefit from an "Overview"
section that offers investors an introductory understanding of Cancer
Therapeutics, Inc. and the matters with which management is concerned primarily
in evaluating the company's financial condition and operating results. A good
introduction, accordingly, might include a discussion of the following: the
economic or industry-wide factors relevant to the company; a discussion of how
the company earn [sic] intends to earn revenue and income; and insight into
material opportunities, challenges, risks and material trends and uncertainties.
Consider providing an "Overview" section that includes an introduction of the
industry-wide factors that management views as most relevant to the company.
Finally, and to the extent known, provide insight into challenges, risks and
opportunities of which management is aware and discuss any actions being taken
to address the same. For a more detailed discussion of what is expected in both
this subheading and the MD&A section in general, please refer to:
http://www.sec.gov/rules/interp/33-8350.htm. See also, Item 303 of Regulation
S-B.

         RESPONSE: We have supplemented Management's Discussion and Analysis on
page 13 in accordance with your comments.

16. COMMENT. Please discuss any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on your financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors. Please refer to the guidance of Item 303(c) of Regulation
S-B.

         RESPONSE:  Please see additional disclosures provided on page 15.

17. COMMENT. Please correct the impression given hereunder in the Business
section that the company "is a U.S. producer and provider of treatments for
cancer...". The company is merely in the research stage and has minimal revenues
of any kind.

         RESPONSE: We have corrected the impression and have revised the
Business Section on page 13 accordingly.

18. COMMENT. Concerning what revenues that have been earned, indicate what kind
of revenues and their source. Disclose any concentration of revenues from one or
a few sources.

         RESPONSE:  Please see additional disclosures provided on page 13.

19. COMMENT. Indicate on page nine if the bad debt write-off included material
related party obligations.

         RESPONSE:  Please see additional disclosures provided on page 14.

20. COMMENT. Define "other project-based contract personnel."

         RESPONSE:  Please see additional disclosures provided on page 15.

Results of Operations

21. COMMENT. Please provide the disclosure required by Item 303(b)(2).

         RESPONSE: We have provided the additional disclosures required by Item
303(b)(2) of Regulation S-B.

22. COMMENT. Throughout this section you frequently identify one or more factors
or events that contributed to a material change, but do not quantify the portion
of the change that was attributable to each specific factor or event. For
example, for the years ended May 31, 2004, compared to year ended May 31, 2003,
you merely conclude that the decrease in bad debts expense was due to several
large loans being written off during the fiscal year ended May 31, 2003. Review
your disclosure throughout to present quantitative information about the factors
you identify as contributors to material changes. See section III.D of Release
33-6833.

         RESPONSE:  Please see additional disclosures provided on page 14.

23. COMMENT. Discussion in this section should be expanded to include a
comparative analysis for the quarters ended 8/31/04 and 8/31/03. Refer to Item
303(b)(2) of Regulation S-B. Please revise.

         RESPONSE:  We have revised discussion in this section accordingly..

24. COMMENT. Under "Bad Debt Expense" discussion should be expanded to provide
detail of the large loans written off during the fiscal year ended 5/31/04. This
description for each should include the nature and content of the loan, to whom
it was made, the amount and the reason(s) it was written off in light of your
dependency on future fundraising efforts to provide the minimum capital.

         RESPONSE:  Please see additional disclosures provided on page 14.

25. COMMENT. Under "General and Administrative Expenses" discussion should be
expanded to clarify which expenses decreased with a comparative analysis
explaining the underlying reason(s) for each substantive change.

         RESPONSE:  Please see additional disclosures provided on page 14.

26. COMMENT. Under "Professional Fees" expand discussion to indicate how
accounting services and legal fees incurred during fiscal year ended 5/31/03
were classified on the statement of operations. Otherwise, state why none were
incurred during this period.

         RESPONSE:  We have expanded our discussion under "Professional Fees" on
page 14.

Liquidity and Capital Resources

27. COMMENT. The financial condition of this company is dire, it is essentially
insolvent, with defaulted loans, Internal Revenue problems and substantial
deficits in working capital and net worth. This section should be completely
revised accordingly and updated through at least the latest balance sheet
presented.

         RESPONSE:  We have revised this section accordingly on page 15.

28. COMMENT. Remove the reference to "business cash flows" as there are only
deficit cash flows.

         RESPONSE:  We have removed the reference on page 15.

29. COMMENT. Disclosure in this section should be updated to include the most
recent interim period reported.

         RESPONSE:  We have updated this section to include the most recent
interim period.

30. COMMENT. This section should be expanded to address the impact the write-off
of loans during the fiscal year ended 5/31/03 had on your liquidity and
availability of capital.

         RESPONSE:  Please see additional disclosures provided on page 15.

Business

31. COMMENT. Please revise the disclosure in this section and throughout your
registration statement to clarify the current status of your operations. Your
description of the products, services, and business of your company consist of a
general overview of the company's biotherapy approaches but does little to
provide a potential investor with a clear understanding of your business, how it
operates, and how you achieve revenue. Please review your disclosure to provide
a greater discussion of the business Cancer Therapeutics, Inc. that is tailored
toward giving a potential investor an accurate sense of how the business
operates and whether all of the company's biotherapy approaches are currently
being offered to the market, or instead, are still in their development stage.

         RESPONSE:  We have added additional disclosures in the Company's
"Business" section.

The Business of Cancer Therapeutics

32. COMMENT. Much of the disclosure in this section of the prospectus, in many
respects, appears promotional, rather than factual, and should be revised to
remove all promotional statements. We specifically direct your attention to the
disclosure, for example, referencing your company as an "experienced U.S.
producer..." (page 10) and to the statement that biotherapy is a "promising
treatment" (page 11).

         RESPONSE: We have eliminated promotional statements relating to the
business of Cancer Therapeutics.

33. COMMENT. Please specifically disclose the factual basis for and the context
of all your beliefs, understandings, estimates, and opinions. This particularly
pertains to your disclosure of all projections, statistics and assertions.
Unless you can substantiate on a reasonable basis all of the projections,
statistics and assertions that you cite, please remove them. To the extent you
rely on industry analyses, please disclose whether the source is publicly
available. If the source is not available for no or nominal charge, then the
company must adopt the informa