SecProbe.io

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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 84020
                                                                  (801) 816-2511
                                                             FAX: (801) 816-2599
                                                             KDENOS@DENOSLAW.COM

                                  June 6, 2005

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
                  Amendment Filed:  June 6, 2005

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 fourth set of comments
to our initial  filing on Form SB-2 on May 17, 2005. 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 May 17, 2005, 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.

PROSPECTUS COVER PAGE
---------------------

1.   COMMENT.  It is assumed that the termination  date for the maximum offering
     is 150 days; if not, please clarify.

     RESPONSE:  The  termination  date is now clarified on the Prospectus  Cover
     Page.

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2.   COMMENT.  Any  minimum  purchase  requirements  for each  person  should be
     indicated.

     RESPONSE:  The minimum purchase requirement for each person is now detailed
     on the Prospectus Cover Page.

3.   COMMENT.   Remove  the  reference  to  "initial  maximum"  from  the  first
     paragraph.

     RESPONSE:  The  reference  to "initial  maximum"  has been deleted from the
     Prospectus Cover Page.

4.   COMMENT.  We reissue our prior  comment 2. Limit the  outside  cover to one
     EDGAR page in accordance with Item 502(a) of Regulation S-B.

     RESPONSE:  The  outside  cover  page has been  limited  to one EDGAR  page.

PROSPECTUS SUMMARY - GOING CONCERN
----------------------------------

5.   COMMENT. Working Capital (Deficit) and Total Assets amounts at November 30,
     2004 indicated on page 2 are not consistent with the financial statements.

     RESPONSE:  We have updated all financial  information  to February 28, 2005
     and the financial  information on page 2 is consistent with those financial
     statements.

RISK FACTORS
------------

6.   COMMENT.  We reissue our prior comment 5. Your risk factor  subheadings are
     not  visually  distinctive  from the  general  text.  Please use italics or
     bold-faced  type in  addition to italics so that your  subheadings  will be
     readily distinguishable.

     RESPONSE:  We have made the risk factor  subheadings bolded and italicized.

USE OF PROCEEDS
---------------

7.   COMMENT.  Please reconcile the amounts for offering  expenses  indicated in
     the table and in footnote  (1) with the  $108,559  total in Item 25 of Part
     II.

     RESPONSE: Please see additional disclosures on page 6 and 35.

8.   COMMENT.  Indicate in footnote  (1) the amount per share value used for the
     400,000 shares issued to counsel.

<PAGE>

     RESPONSE: Please see additional disclosures on page 6.

9.   COMMENT.  Please  present all amounts in full dollars by rounding the cents
     up or down, as appropriate.

     RESPONSE: We have made these changes as requested on page 6.

DILUTION - NET TANGIBLE BOOK VALUE
----------------------------------

10.  COMMENT.  Refer to prior  comment 6. The  calculation  of net tangible book
     value (and NTBV per share) for maximum, mid-range and minimum offerings did
     not  account  for the  change in net  tangible  book value  resulting  from
     updating  financial  information  to November 30,  2004.  This comment also
     applies to the table provided. Please revise.

     RESPONSE: Please see additional disclosures on pages 7 and 8.

MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
Potential Liability for a Violation of the Securities Act
---------------------------------------------------------

11.  COMMENT.  Please add the  number of  shareholders  involved,  the number of
     shares issued in the spin-off, the date(s), consideration paid, if any, and
     the rationale for the assumed .03 to .05 cents per share.

     RESPONSE: Please see additional disclosures on page 10.

BUSINESS
--------

12.  COMMENT.  We note the  company's  revisions  to our prior  comment 8 yet we
     reissue the comment.  Expand the disclosure addressing the substance of the
     warning letter you received and how it has impacted your operations.  Also,
     review  your  disclosure  in this  section  and, to the extent it gives the
     impression  that your  treatments are  effective,  revise the disclosure to
     discuss  how you  determined  efficacy if your  treatments  are still under
     investigation with the FDA.

     RESPONSE: Please see additional disclosures on page 19.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

13.  COMMENT.  Update  this  disclosure  through  the latest  practicable  date.

     RESPONSE:  We have updated this disclosure through the date of this filing.
     Please see disclosure on pages 23 and 24.

14.  COMMENT. There appear to be related-party  obligations in default. See Note
     7 of the Notes to the Financial Statements.  Please discuss.

<PAGE>

     RESPONSE:  The unsecured promissory note held by Immune Complex Corporation
     is in default. Please see the disclosure on  page 24.

15.  COMMENT. Balances outstanding at the latest practicable date should include
     accrued interest.

     REPONSE:  We have updated  this  information  by  including  the balance of
     accrued  interest  at  February  28,  2005  for  the  related  transactions
     disclosures. Please see additional disclosures on page 24.

16.  COMMENT.  Refer to prior  comment  10.  The  information  provided  in this
     section  should be  expanded to include  the "as  determined"  value of the
     shares  issued  disclosed  in  Note 5 and  reflected  on the  statement  of
     stockholders' equity. Please revise.

     RESPONSE: Please see additional disclosures on page 23.

PLAN OF DISTRIBUTION
--------------------

17.  COMMENT.  The cash balance at November 30, 2004 does not reconcile with the
     balance sheet of that date. The amount should also be updated to the latest
     practicable date.

     RESPONSE:  All financial information has been updated to February 28, 2005.
     The  cash  balance  now  reconciles  with the  balance  sheet.  Please  see
     additional disclosures on page 28.

FINANCIAL STATEMENTS
--------------------
Note 2 - Significant Accounting Policies
----------------------------------------
d. Revenue Recognition Policy, pages F/S-8 and F/S-9
----------------------------------------------------

18.  COMMENT. Refer to prior comment 13. The information provided and disclosure
     added do not  adequately  address  our  concerns  regarding  how revenue is
     recognized based on the terms of individual contracts and their completion.
     As you've  indicated in your response to prior comment 40 (and as described
     in the Specimen contract under Exhibit 10.11), the term of the contract was
     for six (6) months. Consequently, revenue should not be recognized until it
     has been  determined  that the contract has been completed  (e.g.,  term of
     contract has expired after 6 months) regardless of whether or not a monthly
     fee is assessed. Please revise to comply.

     RESPONSE: We respectfully disagree with your position as to the recognition
     of  revenues  based on the  specimen  contract  we  provided  in a previous
     filing. We have consulted with our corporate counsel, our external auditors
     and several  other  qualified  CPA's on this  comment and have  unanimously
     determined  that our

<PAGE>

     current  treatment of the contract and our revenue  recognition  policy are
     appropriate based on the terms of our contracts. We believe that the stated
     monthly fee  assessment is "revenue" in the month the services are provided
     regardless of the duration of the contractual arrangement. In our view, the
     contract  contains no terms that would  preclude  this  treatment.  We have
     attempted  to contact Mr.  David Burton on this matter but have been unable
     to  speak  with  him and have  not yet  received  a return  call as of this
     filing.  If you still  disagree  with our  position  we believe it would be
     beneficial  to  speak  about  this  on the  phone  so  that  any  necessary
     clarifications can be provided.

Financial Statements for the fiscal years ended May 31, 2004 and 2003
---------------------------------------------------------------------

19.  COMMENT.  Refer to prior comment 15. We note that the independent auditors'
     report is dated April 11, 2005. If this is correct,  the dual date for Note
     13 should be removed since it was prior to the report date (i.e., March 23,
     2005). Please revise.

     RESPONSE:  The date of the original opinion of October 18, 2004 should have
     appeared on the last filing  rather than April 11,  2005.  The dual date of
     March 23, 2005 for Note 13 is correct.  We have updated this information on
     page F/S-1.

Financial statements for the periods ended November 30, 2004 and 2003
---------------------------------------------------------------------
Statements of Operations, page F/S-17
-------------------------------------

20.  COMMENT.  Refer to prior  comment 17. The amount  recorded as common  stock
     issued for services should be properly aligned. Please revise.

     RESPONSE: Our previous filing appears to have been correct. Please see page
     F/S-21.

Note 9 - Contingencies
----------------------
Unregistered Spin-off page F/S-12
---------------------------------

21.  COMMENT.  An amount subject to rescission from possible Section 5 violation
     should be reflected on your  financial  statements.  As indicated  here and
     disclosed on page 10 of MD&A, you have satisfied the requirements to accrue
     an estimated loss as outlined in paragraph 8 of FAS 5. Please revise.

     RESPONSE:  Management  and corporate  counsel have reviewed FAS 5 in detail
     and do not believe  both  conditions  have been met which would  require an
     accrual of the loss.  Management  believes  that the loss can be reasonably
     estimated  but the  likelihood  of loss is between  remote  and  reasonably
     possible.  In  order  to be  conservative  and  per  FAS 5,  this  requires
     disclosure of the contingency but not accrual.

<PAGE>

General
-------

22.  COMMENT.  The  financial  statements  should  be  updated  to  satisfy  the
     requirements  of Item 310(g) of  Regulation  S-B. In addition,  a currently
     dated  consent of the  independent  accountants  should be  included in any
     amendment to the registration  statement.  Also,  reconcile the date of the
     auditors' report included herein to the report itself.

     RESPONSE:  The financial  statements have been updated through February 28,
     2005. A currently  dated consent of the  independent  accountants  has been
     included in this amendment to the registration  statement.  See response to
     comment 19 above regarding the auditors' report date.

                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
                ------------------------------------------------

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
------------------------------------------------

23.  COMMENT. Information should be updated to the latest date.

     RESPONSE: Information regarding recent sales of unregistered securities are
     updated through June 6, 2005.

     We hope that our  responses  to your  comments  have been both  timely  and
succinct.  If you  require  any further  information,  please  contact me at the
number above via telephone or fax, or by e-mail at kdenos@denoslaw.com.

                                              KENNETH I. DENOS P.C.

                                              /S/ Kenneth I. Denos P.C.
                                              ---------------------------
                                              Kenneth I. Denos

cc:   Robert Oldham, M.D.
      Michael Low
      Chene Gardner

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