8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities and Exchange Act of 1934

Date of Report (date of earliest event reported):

December 10, 2007

ECONOSHARE, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-52321	13-4303398
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

187 Ballardvale St, Suite A225
Wilmington, MA	01887
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(978)-633-3623

(Former name or former address, if changed since last report)

EconoShare, Inc.

1510 51 St.

Brooklyn, NY 11219

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This current report on Form 8-K (this Report) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the Securities Act) and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). The forward-looking statements are only predictions and provide our current expectations or forecasts of future events and financial performance and may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology, though the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements include all matters that are not historical facts and include, without limitation, statements concerning our business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, our research and development programs and planning for and timing of any clinical trials, the possibility, timing and outcome of submitting regulatory filings for our products under development, potential investigational new drug applications, or INDs, and new drug applications, or NDAs, research and development of particular drug products, the development of financial, clinical, manufacturing and marketing plans related to the potential approval and commercialization of our drug products, and the period of time for which our existing resources will enable us to fund our operations.

We intend that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to many risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Examples of the risks and uncertainties include, but are not limited to:

● the risk that we may not successfully develop and market our products, and even if we do, we may not become profitable;

● risks relating to the progress of our research and development;

● risks relating to significant, time-consuming and costly research and development efforts, including pre-clinical studies, clinical trials and testing, and the risk that clinical trials may be delayed, halted or fail;

● risks relating to the rigorous regulatory approval process required for any products that we may develop independently, with our development partners or in connection with our collaboration arrangements;

● the risk that changes in the national or international political and regulatory environment may make it more difficult to gain U.S. Food and Drug Administration,(FDA) or other regulatory approval of our drug product candidates;

● risks that the FDA or other regulatory authorities may not accept any applications we file;

● risks that the FDA or other regulatory authorities may withhold or delay consideration of any applications that we file or limit such applications to particular indications or apply other label limitations;

● risks that, after acceptance and review of applications that we file, the FDA or other regulatory authorities will not approve the marketing and sale of our drug product candidates;

● risks relating to manufacturing our drugs , including those of our third-party suppliers and contract manufacturers;

● risks relating to the ability of our development partners and third-party suppliers of materials, drug substance and related components to provide us with adequate supplies and expertise to support manufacture of drug product for initiation and completion of our clinical studies;

● risks relating to the transfer of our manufacturing technology to third-party contract manufacturers;

● the risk that recurring losses, negative cash flows and the inability to raise additional capital could threaten our ability to continue as a going concern;

● risks of potential liability to third parties from injuries attributed to our products, either during clinical trials or after approval;

● other risks and uncertainties detailed in “Risk Factors” and in the documents incorporated by reference in this report.

Pharmaceutical and biotechnology companies have suffered significant setbacks in advanced clinical trials, even after obtaining promising earlier trial results. Data obtained from such clinical trials are susceptible to varying interpretations, which could delay, limit or prevent regulatory approval. Except to the extent required by applicable laws or rules, we do not undertake to update any forward-looking statements or to publicly announce revisions to any of our forward-looking statements, whether resulting from new information, future events or otherwise.

ITEM 2.01

1.  CHANGES IN CONTROL OF REGISTRANT

The disclosures set forth under Item 2 are incorporated by reference into this Item 1.

2.  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Acquisition Of Cellceutix Pharma, Inc.

On December 6, 2007, EconoShare, Inc. (the “Company” or the “Registrant”) acquired Cellceutix Pharma, Inc., a privately owned Delaware corporation , pursuant to an Agreement and Plan of Share Exchange (the “Exchange”).  Cellceutix Pharma, Inc, was incorporated under the laws of the State of Delaware on June 20, 2007.  Its assets consisted of rights assigned to it for six early stage pharmaceutical compounds by three different scientists. Upon consummation of the Exchange, EconoShare adopted the business plan of Cellceutix Pharma.

Pursuant to the terms of the Exchange, EconoShare, Inc.  acquired Cellceutix Pharma, Inc. in exchange for an aggregate of 82,000,000 newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), resulting in an aggregate of 91,791,000 shares of EconoShare, Inc.   common stock issued and outstanding. As a result of the Exchange, Cellceutix Pharma, Inc. became a wholly-owned subsidiary of EconoShare, Inc.  The EconoShare, Inc. shares were issued to the Cellceutix Pharma, Inc. shareholders on a pro rata basis, on the basis of 82 shares of Common Stock for each share of Cellceutix Pharma. common stock held by such Cellceutix Pharma shareholder at the time of the Exchange. 

Also on December 6, 2007, the shareholders of EconoShare, Inc. approved an amendment to the Registrant’s articles of incorporation to change the name of the Registrant to Cellceutix Corporation.  Upon the filing of a Definitive Information Statement and effectiveness of the name change, the Company intends to apply to the National Association of Security Dealers to change its stock symbol on the Over the Counter Bulletin Board. The Company is considered a development stage company at this time.  

At the effective time of the Acquisition, our board of directors was reconstituted by the resignation of Mr. Hyman Schwartz and Jacob Werczbergerfrom their role as directors, and the appointment of George W. Evans and Krishna Menon as directors (both of whom were directors of Cellceutix Pharma immediately prior to the Exchange). Our executive management team also was reconstituted following the resignation of  Hyman Schwartz as EconoShare president, and new officers were appointed in place of our former officers. See “Directors and Executive Officers, Promoters and Control Persons.”

The former holders of Cellceutix Pharma Common Stock now beneficially own approximately 89% of the outstanding shares of our Common Stock. Accordingly, the Exchange represents a change in control. As of the date of this report, there are 91,971,000 shares of Common Stock issued and outstanding .   For financial accounting purposes, the acquisition was a reverse acquisition of EconoShare, Inc. by Cellceutix Pharma, Inc., under the purchase method of accounting, and was treated as a recapitalization with Cellceutix Pharma, Inc. as the acquirer. Upon consummation of the Exchange, EconoShare, Inc. adopted the business plan of Cellceutix Pharma, Inc.

INFORMATION REQUIRED PURSUANT TO FORM 10-SB

Glossary of Terms  -definitions of certain technical terms used in this report that are commonly used in the pharmaceutical and biotechnology industries

Adenocarcinoma: A cancer that originates in glandular tissue

AKT:  Also known  as AKT1 or protein kinase B (PKB) is an important molecule in mammalian cellular signaling.

Alkylating agent:  A compound that interferes with the cell's DNA and inhibits cancer cell growth.

Angiogenesis: is a physiological process involving the growth of new blood vessels from pre-existing vessels.

Carcinomas: A type of cancer that arises from the lining cells of the body, called epithelial cells. Epithelial cells form the outer layer of the skin, and the membranes lining the digestive tract, bladder and uterus, as well as the tubes and ducts that run through the body's organs.

Cisplatin: is a platinum-based chemotherapydrug used to treat various types of cancers.

Cytotoxicity: is the quality of being toxic to cells. Examples of toxic agents are a chemical substance or an immune cell.

Epifluorescence microscope - A fluorescence microscope uses a much higher intensity light to illuminate the sample. This light excites fluorescence species in the sample, which then emit light of a longer wavelength. A fluorescent microscope also produces a magnified image of the sample, but the image is based on the second light source -- the light emanating from the fluorescent species -- rather than from the light originally used to illuminate, and excite, the sample.

Folate:  A B-complex vitamin that is being studied as a cancer prevention agent.

Immunocytochemistry:   A method of detecting cancer in tissues. Monoclonal antibodies are used to stain the tissues and cells before examination under a microscope

Immunolocalisation:  The immunoresponse noticed locally

In-vitro: refers to the technique of performing a given experiment in a test tube, or, generally, in a controlled environment outside a living organism.

In-vivo:refers that which takes place inside an organism. In science, in vivo refers to experimentation done in or on the living tissue of a whole, living organism as opposed to a partial or dead one. Animal testing and clinical trials are forms of in vivo research.

Isotoxic: Compounds that shows toxicity levels equally at given doses.

LTB4; Leukotriene B4 (LTB4) is a notable participant in inflammation and chemotaxis.

Lysates: are a variety of cell and tissue used as positive controls for our antibodies.

p53, also known as protein 53:  A tumor suppressor gene that is mutated in many human cancers and results in the loss of a cell’s ability to check for DNA damage

Small molecule drug:  A medicinal drug compound having a molecular weight of less than 1000 Daltons, and typically between 300 and 700 Daltons.

Western Blot Analysis: A technique used to identify and locate proteins based on their ability to bind to specific antibodies.

Xenograft: The cells of one species transplanted to another species.

PART 1

DESCRIPTION OF BUSINESS

OVERVIEW

EconoShare, Inc. was incorporated on August 1, 2005   in the State of Nevada and was organized for the purpose of developing a B2B (Business to Business) website for an Asset Sharing market place and transaction system. As a result of the Exchange with Cellceutix Pharma, Inc., we have adopted the business plan of Cellceutix Pharma, and now we are an early stage developmental biopharmaceutical company.  The Company has no customers, products or revenues to date, and may never achieve revenues or profitable operations.

We have acquired exclusive rights to six different pharmaceutical compound candidates that are designed for treatment of diseases which may be either existing or may be identified in the future.  The Company will initially spend most of its efforts and resources on its anti-cancer compound, Kevetrin, for the treatment of head and neck cancers.  This compound is furthest along in in-vivo studies in small animals.  Based on the results, the Company has decided to advance it along the regulatory and clinical pathway.

We anticipate using our expertise to manage and perform what we believe are the most critical aspects of the product development process which include the design and oversight of clinical trials, the development and execution of strategies for the protection and maintenance of intellectual property rights and the interaction with regulatory authorities worldwide.

We expect to concentrate on product development and engage in a very limited way in product discovery, avoiding the significant investment of time and financial resources that is generally required before a compound is identified and brought into clinical trials. In addition, we are currently engaged in pre-clinical testing of one of our product candidates and intend to out-source clinical trials, pre-clinical testing and the manufacture of clinical materials to third parties.  

Our current portfolio of product candidates in pre-clinical development includes two anti-cancer agents targeting four different tumors, one candidate targeting rheumatoid arthritis, another small molecule with potential for indications of osteo-arthritis/asthma, and another small molecule with  a potential for indications of neurological disorders for the treatment of Multiple Sclerosis, Lou Gherig Disease, and/or Parkinson's Disease.  

The Company’s Pipeline Consists of the Following Compounds:

Compound	Disease	Development Stage
Kevetrin	Head and Neck Cancers	Preclinical
KM 277	Arthritis	Preclinical
KM 278	Arthritis/Asthma	Preclinical
KM 133	Psoriasis	Preclinical
KM 362	Cancer	Early R&D
KM-3174	(MS/ALS/Park)	Early R&D

 Compound: Kevetrin

Disease: Head and Neck Cancers

Our lead product candidate, Kevetrin, was discovered by Dr. Krishna Menon, a Company founder. The Company acquired exclusive rights to Kevetrin in August 2007. 

(SEE ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS)

Kevetrin, is initially being developed to treat head and neck cancers. There is a potential for use of Kevetrin in multiple tumor types, however further research can only begin when the Company has adequate capital resources.

Kevetrin is being developed as an intravenous (IV) infusion therapy (the giving of the drug directly into the vein).

Cancer is the second leading cause of death in the United States according to the American Cancer Society's 2006 Cancer Facts and Figures. The five-year survival rates for patients with cancers that have spread from its original site are poor. These poor survival rates reflect the limitations of current treatments and the development of resistance to available treatments. In addition, current treatments are often associated with severe toxic side effects. 

The following, taken from http://www.cancer.govprovides informative information on Head and Neck Cancers.

1.      What is cancer?

Cancer is a group of many related diseases that begin in cells, the body's basic unit of life. Normally, cells grow and divide to form new cells in an orderly way. They perform their functions for a while, and then they die. Sometimes, however, cells do not die. Instead, they continue to divide and create new cells that the body does not need. The extra cells form a mass of tissue, called a growth or tumor. There are two types of tumors: benignand malignant. Benign tumors are not cancer. They do not invade nearby tissue or spread to other parts of the body. Malignant tumors are cancer. Their growth invades normal structures near the tumor and spreads to other parts of the body. Metastasisis the spread of cancer beyond one location in the body.

2.   What kinds of cancers are considered cancers of the head and neck?

Most head and neck cancers begin in the cells that line the mucosal surfaces in the head and neck area, e.g., mouth, nose, and throat. Mucosal surfaces are moist tissues lining hollow organsand cavities of the body open to the environment. Normal mucosal cells look like scales (squamous) under the microscope, so head and neck cancers are often referred to as squamous cell carcinomas. Some head and neck cancers begin in other types of cells. For example, cancers that begin in glandular cells are called adenocarcinomas.

Cancers of the head and neck are further identified by the area in which they begin:

·   Oral cavity. The oral cavity includes the lips, the front two-thirds of the tongue, the gingiva (gums), the buccal mucosa (lining inside the cheeks and lips), the floor (bottom) of the mouth under the tongue, the hard palate (bony top of the mouth), and the small area behind the wisdom teeth.

·   Salivary glands. The salivary glandsproduce saliva, the fluidthat keeps mucosal surfaces in the mouth and throat moist. There are many salivary glands; the major ones are in the floor of the mouth, and near the jawbone.

·   Paranasal sinuses and nasalcavity. The paranasal sinuses are small hollow spaces in the bones of the head surrounding the nose. The nasal cavity is the hollow space inside the nose.

·   Pharynx. The pharynx is a hollow tube about 5 inches long that starts behind the nose and leads to the esophagus(the tube that goes to the stomach) and the trachea(the tube that goes to the lungs). The pharynx has three parts:

·   Nasopharynx. The nasopharynx, the upper part of the pharynx, is behind the nose.

·   Oropharynx. The oropharynx is the middle part of the pharynx. The oropharynx includes the soft palate(the back of the mouth), the base of the tongue, and the tonsils.

·   Hypopharynx. The hypopharynx is the lower part of the pharynx.

·   Larynx. The larynx, also called the voicebox, is a short passageway formed by cartilagejust below the pharynx in the neck. The larynx contains the vocal cords. It also has a small piece of tissue, called the epiglottis, which moves to cover the larynx to prevent food from entering the air passages.

·   Lymph nodesin the upper part of the neck. Sometimes, squamous cancer cells are found in the lymph nodes of the upper neck when there is no evidence of cancer in other parts of the head and neck. When this happens, the cancer is called metastaticsquamous neck cancer with unknown (occult) primary.

Cancers of the brain, eye, and thyroidas well as those of the scalp, skin, muscles, and bones of the head and neck are not usually grouped with cancers of the head and neck.

3.   How common are head and neck cancers?

Head and neck cancers account for approximately 3 to 5 percent of all cancers in the United States. These cancers are more common in men and in people over age 50. It is estimated that about 39,000 men and women in this country will develop head and neck cancer in 2005. (The number of new cases of head and neck cancers in the United States was 40,490 in 2006, accounting for about 3% of adult malignancies. 11,170 patients died of their disease in 2006. Jemal A, Siegel R, Ward E, Murray T, Xu J, Smigal C, Thun M. "Cancer statistics, 2006". CA Cancer J Clin 56 (2): 106-30.

4.   What causes head and neck cancers?

Tobacco (including smokeless tobacco, sometimes called “chewing tobacco” or “snuff”) and alcohol use are the most important risk factors for head and neck cancers, particularly those of the oral cavity, oropharynx, hypopharynx, and larynx. Eighty-five percent of head and neck cancers are linked to tobacco use. People who use both tobacco and alcohol are at greater risk for developing these cancers than people who use either tobacco or alcohol alone.

Other risk factors for cancers of the head and neck include the following:

·   Oral cavity. Sun exposure (lip); possibly human papillomavirus(HPV) infection.

·   Salivary glands. Radiationto the head and neck. This exposure can come from diagnostic x-raysor from radiation therapyfor noncancerous conditions or cancer.

·   Paranasal sinuses and nasal cavity. Certain industrial exposures, such as wood or nickel dust inhalation. Tobacco and alcohol use may play less of a role in this type of cancer.

·   Nasopharynx. Asian, particularly Chinese, ancestry; Epstein-Barr virusinfection; occupational exposure to wood dust; and consumption of certain preservatives or salted foods.

·   Oropharynx. Poor oral hygiene; HPV infection and the use of mouthwash that has a high alcohol content are possible, but not proven, risk factors.

·   Hypopharynx. Plummer-Vinson (also called Paterson-Kelly) syndrome, a rare disorderthat results from iron and other nutritional deficiencies. This syndrome is characterized by severe anemiaand leads to difficulty swallowing due to webs of tissue that grow across the upper part of the esophagus.

·   Larynx. Exposure to airborne particles of asbestos, especially in the workplace.

Kevetrin Studies To Date 

Prior to our acquisition of exclusive rights to Kevetrin, a small molecule now proprietary to the Company, the molecule had been subjected to extensive initial in-vitro and in-vivo studies. Kevetrin acts on multiple biological pathways as an alkylating agent , AKT inhibitor and LTB4 inhibitor with anti-angiogenic properties. Kevetrin has shown to have potent activity against various cancer cell lines both in-vitro and in-vivo.  Since the compound works through MMOA, “Multiple Mechanisms of Action”, a single compound can attack the progress of cancer through multiple biological pathways, as well as may have a positive impact on other diseases.  These “Multple Mechanisms of Actions” may have a better potential to attack the cancer cells through multiple pathways that affect the multiplication and formation of the cancer cells along with interruption of the formation of new blood vessels that supply vital nutrients to tumor cells and sustain the tumor growth.   

Growth Inhibition Assays 

The cytotoxicity was determined by the MTT assay. Briefly, cells were seeded in 24-well tissue culture plates at 10,000-15,000 cells/well and incubated overnight. The exponentially growing cells were then exposed to different drug concentrations for three to four generation times. Cellular viability was determined by exposing cells to the MTT tetrazolium salt for 4 h at 37°C, and the formation of Formazan was measured at 560 nm by a microplate reader. The concentration inhibiting cell growth by 50% compared with untreated controls was determined from the curves plotting survival as a function of dose. All values are average of at least three independent experiments each done in duplicates.  The results showed that Kevetrin has potent cytotoxic activity. Therefore, Kevetrin was selected for further development.

Immunolocalisation of p53

To determine the localization of p53, immunocytochemistry was carried out. Briefly, HCT-116 cells were attached to glass slides overnight and exposed to isotoxic concentrations of Kevetrin (300 ng/ml),  or Cisplatin (11 µg/ml) for 6 h. After drug exposure, cells were fixed with 3.7% formaldehyde, permeabilized with 0.25% Triton X-100, and blocked with 1% BSA. Cells were then incubated for 1 h with anti-p53 polyclonal antibodies (Sc-6243; Santa Cruz Biotechnology) followed by secondary anti-rabbit FITC-conjugated antibodies (Amersham Life Sciences). Coverslips were mounted in Vectashield (Vector Laboratories) and analyzed with an epifluorescence microscope Axiovert 100M equipped with appropriate filters and laser confocal scanning system LSM 510 by using a plan Apochromat x63 objective (Zeiss). ). P53 is a very important protein in the development of colorectal cancers. This experiment demonstrated that Kevetrin has potent activity in cancers that contain p53 proteins. This activity is another reason that we selected Kevetrin for further development.

Western Blot Analysis

Western blot analysis was performed. Whole cell lysates were prepared from cells treated with isotoxic concentrations of Kevetrin (300 ng/ml), or Cisplatin (11 µg/ml) for 6 h. Proteins (50 µg/lane) were separated on a 4-12% polyacrylamide SDS gel and transferred to PolyScreen membranes.  The presence of p53, p21, and ß-actin was revealed by anti-p53 antibodies (Sc-6243; Santa Cruz Biotechnology), anti-p21 antibodies (Sc-3976; Santa Cruz Biotechnology), and anti-actin antibodies (Sc-1616; Santa Cruz Biotechnology), respectively, followed by incubation with peroxidase-conjugated secondary antibodies (Jackson ImmunoResearch) and detection by enhanced chemiluminescence (New England Nuclear).  The proteins p53, p21 and B-actin are very important in the development of cancers. Suppressing these proteins is vital in the treatment of cancer, and the enhanced suppression of such proteins was shown in the experiment. Therefore Kevetrin was selected for development.

Influence of Kevetrin on the Viability of Human Tumor Cell Lines

The influence of Kevetrin on the viability of 10 different types of human tumor cells, including carcinomas of the lung, colon, breast, ovary, prostate, sarcomas, gliomas, and leukemias, was determined after continuous exposure to Kevetrin for three doubling times . The cytotoxicity differs>120-fold between the different cell lines ranging from 6 ng/ml for Colo 205 colon carcinoma cells to 640 ng/ml for U2-Os osteosarcoma cells. Generally, Kevetrin has potent activity toward human tumor cells of epithelial origin. The cytotoxic effect of Kevetrin was most pronounced toward non-small cell lung, colon and ovarian carcinomas with IC50s ranging from 11 to 68 ng/ml.

Influence of Kevetrin on the viability of human tumor cell lines. Cellular viability was measured using the MTT assay after continuous exposure to Kevetrin for three doubling times. The indicated concentrations of Kevetrin correspond to the average IC50s. Shaded columns, carcinoma cells; unshaded columns, sarcoma, glioma cells.

Time Dependence of Kevetrin Cytotoxicity

To determine the influence of exposure time on the cytotoxic effects of Kevetrin, DU-145, HCT-116, or HT-29 carcinoma cells were exposed to different concentrations of Kevetrin for 5, 10, 20, 30, or 45 min or 1, 2, 6, 24, or 120 h. Clear time-dependent cytotoxic effects of Kevetrin were observed for all three cell lines with longer exposure  times being associated with increased cytotoxicity . The time dependence was particularly dramatic for exposure times [Missing Graphic Reference] 30-45 min. In contrast, extending the drug exposure time beyond 24 h had no influence on the cytotoxicity.

Figure 1

Activity Spectra for Kevetrin & Cisplatin

Comparison of the activity spectra of Cisplatin and Kevetrin toward 10 different types of human tumor cells shows clear differences between the two drugs. The activity of Kevetrin was more marked than that of Cisplatin toward lung, head and neck, breast, ovary, colon, and hepatic cell lines .Interestingly, Kevetrin showed activity toward all head and neck (n = 3), non-small cell lung (n = 3), ovary (n = 6), colon (n = 5), and glioma (n = 2) cell lines tested in contrast to Cisplatin, which generally exhibited a more heterogeneous response within a given tumor cell type. The difference between Kevetrin and the Cisplatin was particularly striking for the three head and neck cancer cell lines, where Kevetrin showed activity toward all of the cell lines, whereas Cisplatin was active toward one of the three cell lines. Surprisingly, Kevetrin has only very limited activity toward leukemias, which is unusual for alkylating agents, and different from what is observed for Cisplatin.

Figure 2

The influence of Kevetrin and Cisplatin on the viability of the indicated tumor cell lines was measured using the MTT assay after continuous exposure to Kevetrin for three doubling times. The indicated values are calculated as follows: log (IC50 individual cell line - IC50 average). Negative values indicate that the cell line is more sensitive than the average, whereas positive values indicate that the cell line is more resistant than the average. The average IC50s for all cell lines tested were 4.9 x 10-7 M for Kevetrin and 2.1 x 10-6 M for Cisplatin.

Activity toward Cisplatin-resistant Cells

The development of resistance to Cisplatin is associated with treatment failure and disease progression in several tumor types, such as ovarian cancer. We therefore compared the activities of Kevetrin toward two well-characterized, Cisplatin-resistant ovarian carcinoma cell lines, of A2780. The results show that A2780 resistant cell lines are not resistant to Kevetrin compared with the 7-fold resistance to Cisplatin.

Influence of p53 and p21 Status

Increasing evidence suggests that loss of p53 function is accompanied by increased resistance to alkylating agents, such as Cisplatin. We have compared the influence of Kevetrin toward parental HCT-116 human colon adenocarcinoma cells and the HCT-116 p53 -/- subline, where the p53 gene has been deleted by homogenous recombination. The results show that loss of p53 function has only marginal effect on the cytotoxicity of Kevetrin.  In contrast, p53 deficiency is associated with [Missing Graphic Reference] 4-fold resistance to Cisplatin compared with parental cells expressing p53. p53 is a transcription factor that is expressed at low levels in the absence of cellular stress, and its expression is induced by a variety of stimuli, usually including DNA damage. Therefore, the independence of p53 status with respect to Kevetrin-mediated cytotoxicity could be caused by lack of p53 induction. Alternatively, p53 might be induced by Kevetrin but not playing an important role in Kevetrin-mediated cell death. To distinguish between these two possibilities, HCT-116 cells were treated with an isotoxic dose of Cisplatin, or Kevetrin followed by immunocytochemistry with a p53-directed antibody. The results show that not only Cisplatin but Kevetrin also was able to induce the accumulation of nuclear p53. The induction of p53 was further confirmed by Western blot analysis. Among the many p53 target genes, the cyclin-dependent kinase inhibitor p21cip-1/waf-1 is the most universally expressed in tumor cell lines. Western blot analysis of p21 expression in cells treated with an isotoxic dose of Kevetrin and Cisplatin shows that both these agents were able to induce p21, thus suggesting that the drug-induced p53 is transcriptionally active. It should be noted that untreated HCT-116 control cells express constitutive levels of p21, which may explain the relatively modest induction of p21 after drug treatment.

Compound:KM 277

Disease: Arthritis

In-vivo studies on over 1000 animal subjects have been conducted to check for potential efficacy of the compound in rheumatoid arthritis. These studies as well as related in vitro assays have led the Company’s management to believe that the compound has developmental potential for the treatment of the disease.

Compound: KM 278

Disease: Arthritis/Asthma

This compound showed potential efficacy in both Osteo-arthritis animal models and Asthma models in animals. The compounds were tested against standard treatment for asthma and Osteo-arthritis. These studies have led the Company’s management to believe that the compound has developmental potential for the treatment of the diseases.

Compound: KM-133

Disease: Psoriasis

A small molecule, acting on the principles of folate mechanism, was found to have potential efficacy against Psoriasis, both in induced psoriasis in animals as well as xenograft models with human psoriatic tissue. These studies have led the Company’s management to believe that the compound has developmental potential for the treatment of the disease.

Compound: KM-3174

Disease: MS/ALS/Parkinsons

Amyelination (absence of the myelin sheath on a nerve), is a characteristic in most neurological diseases such as Lou Gherig Disease, Parkinson’s Disease and Multiple Sclerosis.   Initial studies suggest that this compound aids in demyelination (the loss of nerve fiber "insulation" due to trauma or disease, which reduces the ability of nerves to conduct impulses) along with strengthening the functions of the nerves, spinal chord and the brain tissue. These studies led the Company’s management to believe that the compound has developmental potential for the treatment of these diseases.

Compound: KM-362 

Disease: Cancer

This is a very early stage developmental compound in the treatment of cancer. After additional in vitro and in vivo studies the Company will determine whether to advance this compound for further development.

INTELLECTUAL PROPERTY

The Company has been assigned all right title and interest to the following six pharmaceutical compounds; Kevetrin, KM 277, KM 278, KM 133 KM 362 and KM 3174, by their inventors. The Company agreed to pay the inventors 5% of net sales of the compounds in countries where composition of matter patents have been issued and 3% of net sales in other countries. Kevetrin, KM 277, KM 278 and KM 362 were  acquired by the Company from Dr. Krishna Menon, ,a Company Director and Senior Vice President.  The Company intends to file patent applications for each of these products as funds become available.

A copy of the assignment agreements are included as Exhibit 10.3 to this Current Report on Form 8-K.

OUR STRATEGY

We are in the business of developing innovative small molecule therapies to treat diseases with significant medical need, particularly in the areas of cancer and inflammatory disease.  Our strategy is to use our business and scientific expertise to maximize the value of our pipeline.  We will do this by focusing initially on our lead compound, Kevetrin, and advancing it as quickly as possible along the regulatory pathway.  We will develop the highest quality data and intellectual property to support Kevetrin.

We currently own all development and marketing rights to our products.  In order to successfully develop and market our products, we may have to partner with other companies.  Prospective partners my require that we grant them significant development and/or commercialization rights in return for agreeing to share the risk of development and/or commercialization. 

MANUFACTURING  

The Company's compounds are still in preclinical development and at this time the Company does not have, and does not intend to establish, manufacturing facilities to produce its product candidates in the near or mid-term. The Company has identified several possible contract manufacturers but has not concluded an agreement for the manufacture of Kevetrin for future studies.  (SEE ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS)

GOVERNMENT REGULATION

Our operations and activities are subject to extensive regulation by numerous government authorities in the United States and other countries. In the United States, drugs are subject to rigorous regulation by the United States Food and Drug Administration (“FDA”). The Federal Food, Drug and Cosmetic Act and other federal and state statutes and regulations govern the testing, manufacture, safety, effectiveness, labeling, storage, record keeping, approval, advertising and promotion of our products. As a result of these regulations, product development and the product approval process is very expensive and time consuming. The FDA must approve a drug before it can be sold in the United States. The general process for FDA approval is as follows: 

Preclinical Testing 

Before we can test a drug candidate in humans, we must study the drug in laboratory experiments and in animals to generate data to support the drug's potential safety and benefits. We submit this data to the FDA in an investigational new drug application (IND) seeking their approval to test the compound in humans. 

Clinical Trials 

If the FDA accepts the investigational new drug application, we  study the drug in human clinical trials to determine if the drug is safe and effective. These clinical trials involve three separate phases that often overlap, can take many years to compile and are very expensive. These three phases, which are themselves subject to considerable regulation, are as follows: 

Phase 1. The drug is given to a small number of healthy human subjects or patients to test for safety, dose tolerance, pharmacokinetics, metabolism, distribution and excretion. 

Phase 2. The drug is given to a limited patient population to determine the effect of the drug in treating the disease, the best dose of the drug, and the possible side effects and safety risks of the drug. 

Phase 3. If a compound appears to be effective and safe in Phase 2 clinical trials, Phase 3 clinical trials are commenced to confirm those results. Phase 3 clinical trials are long-term, involve a significantly larger population, are conducted at numerous sites in different geographic regions and are carefully designed to provide reliable and conclusive data regarding the safety and benefits of a drug. It is not uncommon for a drug that appears promising in Phase 2 clinical trials to fail in the more rigorous and reliable Phase 3 clinical trials. 

FDA Approval Process 

If we believe that the data from the Phase 3 clinical trials show an adequate level of safety and effectiveness, we  will file a new drug application (NDA) with the FDA seeking approval to sell the drug for a particular use. The FDA will review the NDA and often will hold a public hearing where an independent advisory committee of expert advisors asks additional questions regarding the drug. This committee makes a recommendation to the FDA that is not binding on the FDA but is generally followed. If the FDA agrees that the compound has met the required level of safety and effectiveness for a particular use, it will allow us to sell the drug in the United States for that use. It is not unusual, however, for the FDA to reject an application because it believes that the drug is not safe enough or effective enough or because it does not believe that the data submitted is reliable or conclusive. 

At any point in this process, the development of a drug could be stopped for a number of reasons including safety concerns and lack of treatment benefit. We cannot be certain that any clinical trials that we are currently conducting, or any that we conduct in the future, will be completed successfully or within any specified time period. We may choose, or the FDA may require us, to delay or suspend our clinical trials at any time if it appears that the patients are being exposed to an unacceptable health risk or if the drug candidate does not appear to have sufficient treatment benefit.  

The FDA may also require us to complete additional testing, provide additional data or information, improve our manufacturing processes, procedures or facilities or may require extensive post-marketing testing and surveillance to monitor the safety or benefits of our product candidates if it determines that our new drug application does not contain adequate evidence of the safety and benefits of the drug. In addition, even if the FDA approves a drug, it could limit the uses of the drug. The FDA can withdraw approvals if it does not believe that we are complying with regulatory standards or if problems are uncovered or occur after approval. 

In addition to obtaining FDA approval for each drug, we obtain FDA approval of the manufacturing facilities for any drug we sell, including those of companies who manufacture our drugs for us  and these facilities are subject to periodic inspections by the FDA. The FDA must also approve foreign establishments that manufacture products to be sold in the United States and these facilities are subject to periodic regulatory inspection.

Should our products be approved for marketing, we would also be subject to various other state and Federal laws concerning the marketing and reimbursement of our products.

Other major countries or groups of countries, such as the European Union, Japan and Canada, have similarly rigorous regulatory processes.  They may also require studies not required by the FDA, which can add to the cost and risk of development.  Products approved by the FDA might not be approved by these countries.  After review by the health authorities, pricing and reimbursement are also subject to separate approvals in many countries.

COMPETITION

Competition in the pharmaceutical and biotechnology industries is intense. The drugs that we are developing will have to compete with existing therapies. In addition, a large number of companies are pursuing the development of pharmaceuticals that target the same diseases and conditions that we are targeting. Many pharmaceutical or biotechnology companies have products on the market and are actively engaged in the research and development of products that are competitive with our potential products. Many of these companies and institutions, either alone or together with their collaborative partners, have substantially greater financial, manufacturing, sales, distribution and technical resources and more experience in research and development, clinical trials and regulatory matters, than we do. In addition, our competitors may succeed in developing technologies and drugs that are more effective, better tolerated or less costly than any which are being developed by us or which would render our technology or potential drugs obsolete or noncompetitive.  

With respect to Kevetrin our lead compound for head and neck cancers, drugs that have regulatory approvals for this disease are  Erbitux (ImClone) and Taxotere (Sanofi-Aventis). We are aware of the following compounds in clinical studies for use in head and neck cancers; Advexin  (Introgen Therapeutics, Inc.), Proxinium (Viventia Biotech Inc.), and Iressa (AstraZeneca).  In addition a number of other companies may be pursuing drugs for head and neck cancers. 

EMPLOYEES 

As of December 11, 2007, the Company had three employees, George Evans  Krishna Menon, and Leo Ehrlich none of whom is working full-time for the Company.   Messrs. Krishna Menon and George Evans  executed employment agreements with the Company on December 7, 2007 and will continue to participate on a part-time basis.  The Company expects to conduct its operations using contractors and consultants for the short term. The Company may hire full-time employees to be engaged in administration, research and development should the Company have adequate funds on hand. 

CORPORATE INFORMATION 

The Company's corporate headquarters are located at 187 Ballardvale St.,  Suite A225, Wilmington, MA 01887. The Company's telephone number is (978) 633-3623 . 

RISK FACTORS

Investing in the Company's common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of the other information included or referred to in this Current Report on Form 8-K, before purchasing shares of the Company's common stock. There are numerous and varied risks, known and unknown, that may prevent the Company from achieving its goals. The risks described below are not the only ones the Company will face. If any of these risks actually occur, the Company's business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of the Company's common stock could decline and investors in the Company's common stock could lose all or part of their investment. 

Risks Specific to Us 

Our company is a development stage company that has no products approved for commercial sale, never generated any revenues and may never achieve revenues or profitability. 

We are a development stage biopharmaceutical company. Currently, we have no products approved for commercial sale and, to date, we have not generated any revenues. Our ability to generate revenue depends heavily on:  

• successful development and demonstration in pre-clinical trials that our  leading drug candidate, Kevetrin, may be studied in human clinical trials;

• Successful demonstration in human clinical trials that Kevetrin is safe and effective;

• our ability to seek and obtain regulatory approvals, including with respect to the indications we are seeking;

• the successful commercialization of our product candidates; and

• market acceptance of our products.

All of our existing product candidates are in early stages of development. If we do not successfully develop and commercialize these products, we will not achieve revenues or profitability in the foreseeable future, if at all. If we are unable to generate revenues or achieve profitability, we may be unable to continue our operations. 

We are a development stage company with a limited operating history, making it difficult for you to evaluate our business and your investment. 

We are in the development stage and our operations and the development of our proposed products are subject to all of the risks inherent in the establishment of a new business enterprise, including but not limited to:

•the absence of an operating history;

•the lack of commercialized products;

•insufficient capital;

•expected substantial and continual losses for the foreseeable future;

•limited experience in dealing with regulatory issues;

•the lack of manufacturing experience and limited marketing experience;

•possible reliance on third parties for the development and commercialization of our proposed products;

•a competitive environment characterized by numerous, well-established and well capitalized competitors; and

•reliance on key personnel. 

Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our company.

 Our ability to become profitable depends primarily on the following factors:  

● our ability to develop drugs, obtain approval for such drugs, and if approved, to successfully commercialize our drugs; 

● our R&D efforts, including the timing and cost of clinical trials; and

● our ability to enter into favorable alliances with third-parties who can provide substantial capabilities in clinical development, regulatory affairs, sales, marketing and distribution.

Even if we successfully develop and market our drug candidates, we may not generate sufficient or sustainable revenue to achieve or sustain profitability.

The report of our independent registered public accounting firm includes a going concern qualification, and we may not be profitable in the future, if ever.

As of December 11, 2007 we have no cash available to support operations or our business plan.  Our operating cash needs, cash consumption, and doubt as to whether we will ever become profitable, are factors which raise substantial doubt as to our ability to continue as a going concern. Consequently, our independent registered public accounting firm has included a going concern qualification in its report which is included elsewhere in this 8K. It is uncertain at this time how the going concern qualification by our independent registered public accounting firm will effect our ability to raise capital. If we are unable to achieve revenues or obtain financing, then we may not be able to commence revenue-generating operations or continue as an on-going concern. 

We will need to raise substantial additional capital in the future to fund our operations and we may be unable to raise such funds when needed and on acceptable terms. 

We currently do not have resources to complete the development and commercialization of any of our proposed products. We expect to incur costs of approximately $5 million dollars in the upcoming twelve months to operate our business in accordance with our business plans. We may not be able to secure this amount of financing on acceptable terms. In the event that we cannot obtain acceptable financing, we would be unable to complete preclinical development and file an investigational new drug application with the FDA for our anti-cancer drug, Kevetrin. This will delay: 

• research and development programs;

• preclinical studies and clinical trials; material characterization studies, regulatory processes;

• establishment of our own laboratory or a search for third party marketing partners to market our products for us. 

The amount of capital we may need will depend on many factors, including the: 

• progress, timing and scope of our research and development programs;

• progress, timing and scope of our preclinical studies and clinical trials;

• time and cost necessary to obtain regulatory approvals;

• time and cost necessary to establish our own marketing capabilities or to seek marketing partners;

• time and cost necessary to respond to technological and market developments;

• changes made or new developments in our existing collaborative, licensing and

• other commercial relationships; and

• new collaborative, licensing and other commercial relationships that we may establish. 

Our fixed expenses, such as rent and other contractual commitments, may increase in the future, as we may: 

• enter into leases for new facilities and capital equipment;

• enter into additional licenses and collaborative agreements; and

• incur additional expenses associated with being a public company. 

We have limited experience in drug development and may not be able to successfully develop any drugs. 

We have limited experience in drug development and may not be able to successfully develop any drugs. Our ability to achieve revenues and profitability in our business will depend, among other things, on our ability to: 

* develop products internally or obtain rights to them from others on favorable terms;

* complete laboratory testing and human studies;

* obtain and maintain necessary intellectual property rights to our products;

* successfully complete regulatory review to obtain requisite governmental agency approvals

* enter into arrangements with third parties to manufacture our products on our behalf; and

* enter into arrangements with third parties to provide sales and marketing functions.

Development of pharmaceutical products is a time-consuming process, subject to a number of factors, many of which are outside of our control. Consequently, we can provide no assurance of the successful and timely development of new drugs. 

Our drug candidates are in early developmental stage. Further development and extensive testing will be required to determine their technical feasibility and commercial viability. Our success will depend on our ability to achieve scientific and technological advances and to translate such advances into reliable, commercially competitive drugs on a timely basis. Drugs that we may develop are not likely to be commercially available for a few years, if ever. The proposed development schedules for our drug candidates may be affected by a variety of factors, including technological difficulties, proprietary technology of others, and changes in government regulation, many of which will not be within our control. Any delay in the development, introduction or marketing of our drug candidates could result either in such drugs being marketed at a time when their cost and performance characteristics would not be competitive in the marketplace or in the shortening of their commercial lives. In light of the long-term nature of our projects, the unproven technology involved and the other factors described elsewhere in “Risk Factors”, we may not be able to complete successfully the development or marketing of any drugs. 

We may fail to successfully develop and commercialize our drug candidates because they:  

• are found to be unsafe or ineffective in clinical trials;

• do not receive necessary approval from the FDA or foreign regulatory agencies;

• fail to conform to a changing standard of care for the diseases they seek to treat; or

• are less effective or more expensive than current or alternative treatment methods.  

Drug development failure can occur at any stage of clinical trials and as a result of many factors and there can be no assurance that we or our collaborators will reach our anticipated clinical targets. Even if we or our collaborators complete our clinical trials, we do not know what the long-term effects of exposure to our drug candidates will be. Furthermore, our drug candidates may be used in combination with other treatments and there can be no assurance that such use will not lead to unique safety issues. Failure to complete clinical trials or to prove that our drug candidates are safe and effective would have a material adverse effect on our ability to generate revenue and could require us to reduce the scope of or discontinue our operations.  

We must comply with significant and complex government regulations, compliance with which may delay or prevent the commercialization of our drug candidates. 

The R&D, manufacture and marketing of drug candidates are subject to regulation, primarily by the FDA in the United States and by comparable authorities in other countries. These national agencies and other federal, state, local and foreign entities regulate, among other things, R&D activities (including testing in animals and in humans) and the testing, manufacturing, handling, labeling, storage, record keeping, approval, advertising and promotion of the products that we are developing. Noncompliance with applicable requirements can result in various adverse consequences, including approval delays or refusals to approve drug licenses or other applications, suspension or termination of clinical investigations, revocation of approvals previously granted, fines, criminal prosecution, recalls or seizures of products, injunctions against shipping drugs and total or partial suspension of production and/or refusal to allow a company to enter into governmental supply contracts. 

The process of obtaining FDA approval has historically been costly and time consuming. Current FDA requirements for a new human drug or biological product to be marketed in the United States include: (1) the successful conclusion of pre-clinical laboratory and animal tests, if appropriate, to gain preliminary information on the product's safety; (2) filing with the FDA of an IND application to conduct human clinical trials for drugs or biologics; (3) the successful completion of adequate and well-controlled human clinical investigations to establish the safety and efficacy of the product for its recommended use; and (4) filing by a company and acceptance and approval by the FDA of a New Drug Application, or NDA, for a drug product or a biological license application, or BLA, for a biological product to allow commercial distribution of the drug or biologic. A delay in one or more of the procedural steps outlined above could be harmful to us in terms of getting our drug candidates through clinical testing and to market. 

The FDA reviews the results of the clinical trials and may order the temporary or permanent discontinuation of clinical trials at any time if it believes the drug candidate exposes clinical subjects to an unacceptable health risk. Investigational drugs used in clinical studies must be produced in compliance with current good manufacturing practice, or GMP, rules pursuant to FDA regulations. 

Sales outside the United States of products that we develop will also be subject to regulatory requirements governing human clinical trials and marketing for drugs and biological products and devices. The requirements vary widely from country to country, but typically the registration and approval process takes several years and requires significant resources.  

We also are subject to the following risks and obligations, related to the approval of our products: 

• The FDA or foreign regulators may interpret data from pre-clinical testing and clinical trials in different ways than we interpret them.

• If regulatory approval of a product is granted, the approval may be limited to specific indications or limited with respect to its distribution. In addition, many foreign countries control pricing and coverage under their respective national social security systems.

• The FDA or foreign regulators may not approve our manufacturing processes or manufacturing facilities.

• The FDA or foreign regulators may change their approval policies or adopt new regulations.

• Even if regulatory approval for any product is obtained, the marketing license will be subject to continual review, and newly discovered or developed safety or effectiveness data may result in suspension or revocation of the marketing license.

• If regulatory approval of the product candidate is granted, the marketing of that product would be subject to adverse event reporting requirements and a general prohibition against promoting products for unapproved uses.

• In some foreign countries, we may be subject to official release requirements that require each batch of the product we produce to be officially released by regulatory authorities prior to its distribution by us.

• We will be subject to continual regulatory review and periodic inspection and approval of manufacturing modifications, including compliance with current GMP regulations. 

We can provide no assurance that our drug candidates will obtain regulatory approval or that the results of clinical studies will be favorable. 

The work-plan we have developed for the next twelve months is planned to enable us to file an Investigational New Drug (“IND”) application for Kevetrin, our anti-cancer drug  in our 2007-2008 fiscal year. We need to be able to undertake further studies in animal models to obtain necessary data regarding the pharmaco-kinetic and pharmaco-dynamic profiles of our drug candidates. The data will then be used to file an IND application, towards the goal of obtaining FDA approval for testing the drugs in human patients.  

The testing, marketing and manufacturing of any product for use in the United States will require approval from the FDA. We cannot predict with any certainty the amount of time necessary to obtain such FDA approval and whether any such approval will ultimately be granted Preclinical and clinical trials may reveal that one or more products are ineffective or unsafe, in which event further development of such products could be seriously delayed or terminated. Moreover, obtaining approval for certain products may require testing on human subjects of substances whose effects on humans are not fully understood or documented. Delays in obtaining FDA or any other necessary regulatory approvals of any proposed drug and failure to receive such approvals would have an adverse effect on the drug's potential commercial success and on our business, prospects, financial condition and results of operations. In addition, it is possible that a proposed drug may be found to be ineffective or unsafe due to conditions or facts that arise after development has been completed and regulatory approvals have been obtained. In this event, we may be required to withdraw such proposed drug from the market. To the extent that our success will depend on any regulatory approvals from government authorities outside of the United States that perform roles similar to that of the FDA, uncertainties similar to those stated above will also exist. 

Even if we obtain regulatory approvals, our marketed drug candidates will be subject to ongoing regulatory review. If we fail to comply with continuing U.S. and foreign regulations, we could lose our approvals to market these drugs and our business would be seriously harmed.  

Following any initial regulatory approval of any drugs we may develop, we will also be subject to continuing regulatory review, including the review of adverse experiences and clinical results that are reported after our drug candidates are made commercially available. This would include results from any post-marketing tests or vigilance required as a condition of approval. The manufacturer and manufacturing facilities we use to make any of our drug candidates will also be subject to periodic review and inspection by the FDA. The discovery of any previously unknown problems with the drug, manufacturer or facility may result in restrictions on the drug or manufacturer or facility, including withdrawal of the drug from the market. If we are required to withdraw all or more of our drugs from the market, we may be unable to continue revenue generating operations. We do not have, and currently do not intend to develop, the ability to manufacture material for our clinical trials or on a commercial scale. Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured drugs ourselves, including reliance on the third-party manufacturer for regulatory compliance. Our drug promotion and advertising is also subject to regulatory requirements and continuing FDA review.  

We have no experience in conducting or supervising clinical trials and must outsource all clinical trials.  

We have no experience in conducting or supervising clinical trials that must be performed to obtain data to submit in concert with applications for approval by the Food and Drug Administration ("FDA"). The regulatory process to obtain approval for drugs for commercial sale involves numerous steps. Drugs are subjected to clinical trials that [allow development of case studies to] examine safety, efficacy, and other issues to ensure that sale of drugs meets the requirements set forth by various governmental agencies, including the FDA. In the event that our protocols do not meet standards set forth by the FDA, or that our data is not sufficient to allow such trials to validate our drugs in the face of such examination, we might not be able to meet the requirements that allow our drugs to be approved for sale.

Because we have no experience in conducting or supervising clinical trials, we must outsource our clinical trials to third parties. We have no control over their compliance with procedures and protocols used to complete clinical trails in accordance with standards required by the agencies that approve drugs for sale. If these subcontractors fail to meet these standards, the validation of our drugs would be adversely affected, causing a delay in our ability to meet revenue-generating operations 

We are subject to risks inherent in conducting clinical trials. The risk of non compliance with FDA-approved good clinical practices by clinical investigators, clinical sites, or data management services could delay or prevent us from developing or ever commercializing our drug candidates. 

Agreements with clinical investigators and medical institutions for clinical testing and with other third parties for data management services place substantial responsibilities on these parties, which could result in delays in, or termination of, our clinical trials if these parties fail to perform as expected. For example, if any of our clinical trial sites fail to comply with FDA-approved good clinical practices, we may be unable to use the data gathered at those sites. If these clinical investigators, medical institutions or other third parties do not carry out their contractual duties or obligations or fail to meet expected deadlines, or if the quality or accuracy of the clinical data they obtain is compromised due to their failure to adhere to our clinical protocols or for other reasons, our clinical trials may be extended, delayed or terminated, and we may be unable to obtain regulatory approval for or successfully commercialize our drug candidates. 

We or regulators may suspend or terminate our clinical trials for a number of reasons. We may voluntarily suspend or terminate our clinical trials if at any time we believe that they present an unacceptable risk to the patients enrolled in our clinical trials. In addition, regulatory agencies may order the temporary or permanent discontinuation of our clinical trials at any time if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements or that they present an unacceptable safety risk to the patients enrolled in our clinical trials.  In addition, clinical trials may have independent monitoring boards composed of experts in the field.  These boards may also have the authority to suspend or terminate clinical trials.

Our clinical trial operations will be subject to regulatory inspections at any time. If regulatory inspectors conclude that we or our clinical trial sites are not in compliance with applicable regulatory requirements for conducting clinical trials, we may receive reports of observations or warning letters detailing deficiencies, and we will be required to implement corrective actions. If regulatory agencies deem our responses to be inadequate, or are dissatisfied with the corrective actions that we or our clinical trial sites have implemented, our clinical trials may be temporarily or permanently discontinued, we may be fined, we or our investigators may be precluded from conducting any ongoing or any future clinical trials, the government may refuse to approve our marketing applications or allow us to manufacture or market our drug candidates or we may be criminally prosecuted. If we are unable to complete clinical trials and have our products approved due to our failure to comply with regulatory requirements, we will be unable to commence revenue generating operations. 

The company is exposed to product liability, clinical and preclinical liability risks which could place a substantial financial burden upon the company should it be sued, because the company does not currently have product liability insurance. 

The Company does not currently have products in clinical trials nor does it have marketed products.  Should its products advance to the clinical trial or marketing stage, however, it could be exposed to potential product liability and other liability risks that are inherent in the testing, manufacturing and marketing of pharmaceutical products. The Company cannot assure that such potential claims will not be asserted against it.   In addition, the use in the Company's clinical trials of pharmaceutical products that it may develop and the subsequent sale of these products by the Company or its potential collaborators may cause the Company to bear a portion of or all product liability risks. A successful liability claim or series of claims brought against the Company could have a material adverse effect on its business, financial condition and results of operations. 

The Company does not currently have product liability insurance or other liability insurance relating to clinical trials or to the marketing of any products or compounds. The Company cannot assure that it will be able to obtain or maintain adequate product liability insurance on acceptable terms, if at all, or that such insurance will provide adequate coverage against the Company's potential liabilities. Furthermore, the Company's current and potential partners with whom the Company has collaborative agreements with or its future licensees may not be willing to indemnify the Company against these types of liabilities and may not themselves be sufficiently insured or have a net worth sufficient to satisfy any product liability claims. Claims or losses in excess of any product liability insurance coverage that may be obtained by the Company could have a material adverse effect on its business, financial condition and results of  operations.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information. Disclosure of our trade secrets or proprietary information could compromise any competitive advantage that we have.

We depend upon confidentiality agreements with our officers, employees, consultants, and subcontractors to maintain the proprietary nature of the technology. These measures may not afford us sufficient or complete protection, and may not afford an adequate remedy in the event of an unauthorized disclosure of confidential information. In addition, others may independently develop technology similar to ours, otherwise avoiding the confidentiality agreements, or produce patents that would materially and adversely affect our business, prospects, financial condition, and results of operations. 

We may be unable to obtain or protect intellectual property rights relating to our products, and we may be liable for infringing upon the intellectual property rights of others. 

Our ability to compete effectively will depend on our ability to maintain the proprietary nature of our technologies and the proprietary technology of others with which we have entered into licensing agreements. We expect to file a number of patent applications in the coming years.  There can be no assurance that any of these patent applications will ultimately result in the issuance of a patent with respect to the technology owned by us or licensed to us. The patent position of pharmaceutical or biotechnology companies, including ours, is generally uncertain and involves complex legal and factual considerations. The standards that the United States Patent and Trademark Office use to grant patents are not always applied predictably or uniformly and can change. There is also no uniform, worldwide policy regarding the subject matter and scope of claims granted or allowable in pharmaceutical or biotechnology patents. Accordingly, we do not know the degree of future protection for our proprietary rights or the breadth of claims that will be allowed in any patents issued to us or to others. Further, we rely on a combination of trade secrets, know-how, technology and nondisclosure, and other contractual agreements and technical measures to protect our rights in the technology. If any trade secret, know-how or other technology not protected by a patent were to be disclosed to or independently developed by a competitor, our business and financial condition could be materially adversely affected.  

We do not believe that any of the drug candidates we are currently developing infringe upon the rights of any third parties nor are they infringed upon by third parties; however, there can be no assurance that our technology will not be found in the future to infringe upon the rights of others or be infringed upon by others. In such a case, others may assert infringement claims against us, and should we be found to infringe upon their patents, or otherwise impermissibly utilize their intellectual property, we might be forced to pay damages, potentially including treble damages, if we are found to have willfully infringed on such parties' patent rights. In addition to any damages we might have to pay, we may be required to obtain licenses from the holders of this intellectual property, enter into royalty agreements, or redesign our drug candidates so as not to utilize this intellectual property, each of which may prove to be uneconomical or otherwise impossible. Conversely, we may not always be able to successfully pursue our claims against others that infringe upon our technology.    Thus, the proprietary nature of our technology or technology licensed by us may not provide adequate protection against competitors. 

Moreover, the cost to us of any litigation or other proceeding relating to our patents and other intellectual property rights, even if resolved in our favor, could be substantial, and the litigation would divert our management's efforts. Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue our operations. 

We have limited manufacturing experience 

The Company has never manufactured products in the highly regulated environment of pharmaceutical manufacturing. There are numerous regulations and requirements that must be maintained to obtain licensure and permitting required to commence manufacturing, as well as additional requirements to continue manufacturing pharmaceutical products. We do not own or lease facilities currently that could be used to manufacture any products that might be developed by the Company, nor do we have the resources at this time to acquire or lease suitable facilities.

We have no sales and marketing personnel. 

We are an early stage development Company with limited resources. We do not currently have any products available for sale, so have not secured sales and marketing staff at this early stage of operations. We cannot generate sales without sales or marketing staff and must rely on officers to provide any sales or marketing services until such staff are secured, if ever. 

Even if we were to successfully develop approvable drugs, we will not be able to sell these drugs if we or our third party manufacturers fail to comply with manufacturing regulations. 

If we were to successfully develop approvable drugs, before we can begin selling these drugs, we must obtain regulatory approval of our manufacturing facility and process or the manufacturing facility and process of the third party or parties with whom we may outsource our manufacturing activities. In addition, the manufacture of our products must comply with the FDA's current Good Manufacturing Practices regulations, commonly known as GMP regulations. The GMP regulations govern quality control and documentation policies and procedures. Our manufacturing facilities, if any in the future, and the manufacturing facilities of our third party manufacturers will be continually subject to inspection by the FDA and other state, local and foreign regulatory authorities, before and after product approval. We cannot guarantee that we, or any potential third party manufacturer of our products, will be able to comply with the GMP regulations or other applicable manufacturing regulations. 

Our potential collaborative relationships with third parties could cause us to expend significant resources and incur substantial business risk with no assurance of financial return. 

We may have to rely substantially upon strategic collaborations for marketing and the commercialization of our drug candidates and we may rely even more on strategic collaborations for R&D of our other drug candidates. Our business will depend on our ability to sell drugs to both government agencies and to the general pharmaceutical market. We may have  to sell our drugs through strategic partnerships with pharmaceutical companies. If we are unable to establish or manage such strategic collaborations on terms favorable to us in the future, our revenue and drug development may be limited. To date, we have not entered into any strategic collaborations with third parties capable of providing these services. In addition, we have not yet marketed or sold any of our drug candidates or entered into successful collaborations for these services in order to ultimately commercialize our drug candidates. 

If we determine to enter into R&D collaborations during the early phases of drug development, our success will in part depend on the performance of our research collaborators. We will not directly control the amount or timing of resources devoted by our research collaborators to activities related to our drug candidates. Our research collaborators may not commit sufficient resources to our programs. If any research collaborator fails to commit sufficient resources, our preclinical or clinical development programs related to this collaboration could be delayed or terminated. Also, our collaborators may pursue existing or other development-stage products or alternative technologies in preference to those being developed in collaboration with us. Finally, if we fail to make required milestone or royalty payments to our collaborators or to observe other obligations in our agreements with them, our collaborators may have the right to terminate those agreements. 

Establishing strategic collaborations is difficult and time-consuming. Our discussion with potential collaborators may not lead to the establishment of collaborations on favorable terms, if at all. Potential collaborators may reject collaborations based upon their assessment of our financial, regulatory or intellectual property position. Even if we successfully establish new collaborations, these relationships may never result in the successful development or commercialization of our drug candidates or the generation of sales revenue. To the extent that we enter into collaborative arrangements, our drug revenues are likely to be lower than if we directly marketed and sold any drugs that we may develop. 

Management of our relationships with our collaborators will require: 

• significant time and effort from our management team;

• coordination of our marketing and R&D programs with the marketing and R&D priorities of our collaborators; and

• effective allocation of our resources to multiple projects.  

We may not be able to attract and retain highly skilled personnel.

Our ability to attract and retain highly skilled personnel is critical to our operations and expansion. We face competition for these types of personnel from other pharmaceutical companies and more established organizations, many of which have significantly larger operations and greater financial, technical, human and other resources than us. We may not be successful in attracting and retaining qualified personnel on a timely basis, on competitive terms, or at all. If we are not successful in attracting and retaining these personnel, our business, prospects, financial condition and results of operations will be materially and adversely affected.

We depend upon our senior management and their loss or unavailability could put us at a competitive disadvantage. 

We currently depend upon the efforts and abilities of our management team. The loss or unavailability of the services of any of these individuals for any significant period of time could have a material adverse effect on our business, prospects, financial condition and results of operations. We have not obtained, do not own, nor are we the beneficiary of key-person life insurance. 

The Company believes the following persons are critical to the success of the Company as well as the terms of the employment agreements between them and the Company:

On December 7, 2007, the Company entered into employment agreements with its two executive officers, George Evans, Chief Executive Officer, and Krishna Menon, Chief Scientific Officer. Both agreements provide for a three year term with minimum annual base salaries of $200,000 in the first year, $300,000 in the second year and $400,000 in the third year.  In addition, the agreements provide for bonuses according to the following schedule:

Upon receiving IND: $250,000 if received within 10 months; $150,000 if received within 12 months; $100,000 if received within 16 months; and no bonus if received thereafter or not received.

Completion of Phase 1with clinical results that would have Kevetrin proceed to Phase 2/3: $450,000 if received within 18 months; $350,000 if received within 24 months; $150,000 if received within 28 months; ; and no bonus if received thereafter or not received.

Start Phase 2/3: $500,000 if within 36 months; $350,000 if within 42 months; $150,000 if within 48 months; ; and no bonus if received thereafter or not received.

The bonus obligations under the agreements do not commence until the Company receives a financing commitment in an amount of at least $4,000,000.

The agreement with Mr. Evans also provides a grant of options to purchase a number of shares of the Company's stock equal to one percent of the issued and outstanding common stock following the first anniversary of the commencement of the agreement, which is defined as the date the Company receives a financing commitment in an amount of at least $4,000,000, at a purchase price of $0.15 per share.. Thereafter Mr. Evans shall be issued an additional grant of options following the successive anniversaries of the commencement date of a number of shares of common stock equal to one percent of the issued and outstanding common stock at a purchase price equal to the average closing bid price of the common stock on its primary exchange for the fifteen successive trading days immediately prior to the date of the grant.

There are conflicts of interest among our officers, directors and stockholders.

Certain of our executive officers and directors and their affiliates are engaged in other activities and have interests in other entities on their own behalf or on behalf of other persons. Neither we nor any of our stockholders will have any rights in these ventures or their income or profits. In particular: 

• Our executive officers or directors or their affiliates may have an economic interest in, or other business relationship with, partner companies that invest in us or are engaged in competing drug development. 

• Our executive officers or directors or their affiliates have interests in entities that provide products or services to us. Presently, Kard Scientific, a company controlled by Dr. Krishna Menon, President and Director, provides preclinical and manufacturing services to the Company and leases space to the Company.

In any of these cases:  

•Our executive officers or directors may have a conflict between our current interests and their personal financial and other interests in another business venture.

•Our executive officers or directors may have conflicting fiduciary duties to us and the other entity.

•The terms of transactions with the other entity may not be subject to arm's length negotiations and therefore may be on terms less favorable to us than those that could be procured through arm's length negotiations.

While the Company is not aware of any conflict that has arisen to date, Dr. Menon may have conflicting fiduciary duties between the Company and Kard Scientific. Currently, the Company does not have any policy in place to deal with such should such a conflict arise.

Risks Related to the Biotechnology/Biopharmaceutical Industry 

The biotechnology and biopharmaceutical industries are characterized by rapid technological developments and a high degree of competition. We may be unable to compete with enterprises equipped with more substantial resources than us.

The biotechnology and biopharmaceutical industries are characterized by rapid technological developments and a high degree of competition based primarily on scientific and technological factors. These factors include the availability of patent and other protection for technology and products, the ability to commercialize technological developments and the ability to obtain government approval for testing, manufacturing and marketing.  

We compete with biopharmaceutical firms in the United States, Europe and elsewhere, as well as a growing number of large pharmaceutical companies that are applying biotechnology to their operations. Many biopharmaceutical companies have focused their development efforts in the human therapeutics area, including cancer. Many major pharmaceutical companies have developed or acquired internal biotechnology capabilities or made commercial arrangements with other biopharmaceutical companies. These companies, as well as academic institutions, government agencies and private research organizations, also compete with us in recruiting and retaining highly qualified scientific personnel and consultants. Our ability to compete successfully with other companies in the pharmaceutical field will also depend to a considerable degree on the continuing availability of capital to us. 

We are aware of numerous products under development or manufactured by competitors that are used for the prevention or treatment of certain diseases we have targeted for drug development. Various companies are developing biopharmaceutical products that potentially directly compete with our drug candidates even though their approach to such treatment is different. 

With respect to Kevetrin, our lead compound for head and neck cancers,  the drugs we are aware of that are in clinical studies for use in head and neck cancers are Advexin  (Introgen Therapeutics, Inc.); Proxinium (Viventia Biotech Inc.); and Iressa (AstraZeneca).  In addition a number of other companies may be pursuing drugs for head and neck cancers. Drugs that have already been approved for head and neck cancers are  Erbitux (ImClone) and Taxotere (Sanofi-Aventis) . 

Our competition will be determined in part by the potential indications for which drugs are developed and ultimately approved by regulatory authorities. Additionally, the timing of the market introduction of some of our potential drugs or of competitors' products may be an important competitive factor. Accordingly, the relative speed with which we can develop drugs, complete pre-clinical testing, clinical trials, approval processes and supply commercial quantities to market are important competitive factors. We expect that competition among drugs approved for sale will be based on various factors, including product efficacy, safety, reliability, availability, price and patent protection. 

The successful development of biopharmaceuticals is highly uncertain. A variety of factors including, pre-clinical study results or regulatory approvals, could cause us to abandon development of our drug candidates.

Successful development of biopharmaceuticals is highly uncertain and is dependent on numerous factors, many of which are beyond our control. Products that appear promising in the early phases of development may fail to reach the market for several reasons including: 

• pre-clinical study results that may show the product to be less effective than desired (e.g., the study failed to meet its primary objectives) or to have harmful or problematic side effects; 

• failure to receive the necessary regulatory approvals or a delay in receiving such approvals. Among other things, such delays may be caused by slow enrollment in clinical studies, length of time to achieve study endpoints, additional time requirements for data analysis or a IND and later NDA, preparation, discussions with the FDA, an FDA request for additional pre-clinical or clinical data or unexpected safety or manufacturing issues;

• manufacturing costs, pricing or reimbursement issues, or other factors that make the product not economical; and

• the proprietary rights of others and their competing products and technologies that may prevent the product from being commercialized.

Success in pre-clinical and early clinical studies does not ensure that large-scale clinical studies will be successful. Clinical results are frequently susceptible to varying interpretations that may delay, limit or prevent regulatory approvals. The length of time necessary to complete clinical studies and to submit an application for marketing approval for a final decision by a regulatory authority varies significantly from one product to the next, and may be difficult to predict.

Risks Related to the Securities Markets and Investments in Our Common Stock 

Because our common stock is quoted on the "OTCBB," your ability to sell your shares in the secondary trading market may be limited. 

Our common stock is currently quoted on the over-the-counter market on the OTC Electronic Bulletin Board. Consequently, the liquidity of our common stock is impaired, not only in the number of shares that are bought and sold, but also through delays in the timing of transactions, and coverage by security analysts and the news media, if any, of our company. As a result, prices for shares of our common stock may be lower than might otherwise prevail if our common stock was quoted and traded on Nasdaq or a national securities exchange. 

Because our shares are "penny stocks," you may have difficulty selling them in the secondary trading market. 

Federal regulations under the Securities Exchange Act of 1934 regulate the trading of so-called "penny stocks," which are generally defined as any security not listed on a national securities exchange or Nasdaq, priced at less than $5.00 per share and offered by an issuer with limited net tangible assets and revenues. Since our common stock currently is quoted on the "OTCBB" at less than $5.00 per share, our shares are "penny stocks" and may not be traded unless a disclosure schedule explaining the penny stock market and the risks associated therewith is delivered to a potential purchaser prior to any trade. 

In addition, because our common stock is not listed on Nasdaq or any national securities exchange and currently is quoted at and trades at less than $5.00 per share, trading in our common stock is subject to Rule 15g-9 under the Securities Exchange Act. Under this rule, broker-dealers must take certain steps prior to selling a "penny stock," which steps include: 

• obtaining financial and investment information from the investor;

• obtaining a written suitability questionnaire and purchase agreement signed by the investor; and

• providing the investor a written identification of the shares being offered and the quantity of the shares. 

If these penny stock rules are not followed by the broker-dealer, the investor has no obligation to purchase the shares. The application of these comprehensive rules will make it more difficult for broker-dealers to sell our common stock and our shareholders, therefore, may have difficulty in selling their shares in the secondary trading market. 

Our stock price may be volatile and your investment in our common stock could suffer a decline in value. 

As of December 7, 2007, there have been no trading activities in the Company’s common stock.  There is a current bid of $0.10 with an ask price of $2.00 as of December 11, 2007. There can be no assurance that a market will ever develop in the Company’s common stock in the future.  If a market does not develop then investors would be unable to sell any of the Company’s common stock likely resulting in a complete loss of any funds therein invested.

Should a market develop, the price may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include: 

• progress of our products through the regulatory process;

• results of preclinical studies and clinical trials;

• announcements of technological innovations or new products by us or our competitors;

• government regulatory action affecting our products or our competitors' products in both the United States and foreign countries;

• developments or disputes concerning patent or proprietary rights;

• general market conditions for emerging growth and pharmaceutical companies;

• economic conditions in the United States or abroad;

• actual or anticipated fluctuations in our operating results;

• broad market fluctuations; and

• changes in financial estimates by securities analysts. 

A registration of a significant amount of our outstanding restricted stock may have a negative effect on the trading price of our stock. 

At December 11, 2007,shareholders of the Company had approximately 91,000,000 shares of restricted stock, or 99.1% of the outstanding common stock. If we were to file a registration statement including all of these shares, and the registration is allowed by the SEC, these shares would be freely tradable upon the effectiveness of the planned registration statement. If investors holding a significant number of freely tradable shares decide to sell them in a short period of time following the effectiveness of a registration statement, such sales could contribute to significant downward pressure on the price of our stock. 

Our directors and executive officers own or control a sufficient number of shares of our common stock to control our company, which could discourage or prevent a takeover, even if an acquisition would be beneficial to our shareholders. 

At December 11, 2007, our directors and executive officers own or control approximately 53.2% of our outstanding voting power. Accordingly, these shareholders, individually and as a group, may be able to influence the outcome of shareholder votes, involving votes concerning the election of directors, the adoption or amendment of provisions in our articles of incorporation and bylaws and the approval of certain mergers or other similar transactions, such as sales of substantially all of our assets. Such control by existing shareholders could have the effect of delaying, deferring or preventing a change in control of our company.  

We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our capital stock must come from increases in the fair market value and trading price of the capital stock. 

We have not paid any cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Any credit agreements, which we may enter into with institutional lenders, may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements and any other factors that the board of directors decides is relevant. Therefore, any return on your investment in our capital stock must come from increases in the fair market value and trading price of the capital stock. 

We may issue additional equity shares to fund the Company's operational requirements which would dilute your share ownership. 

The Company's continued viability depends on its ability to raise capital. Changes in economic, regulatory or competitive conditions may lead to cost increases. Management may also determine that it is in the best interest of the Company to develop new services or products. In any such case additional financing is required for the Company to meet its operational requirements. There can be no assurances that the Company will be able to obtain such financing on terms acceptable to the Company and at times required by the Company, if at all. In such event, the Company may be required to materially alter its business plan or curtail all or a part of its operational plans as detailed further in Management's Discussion and Analysis in this Form 8K. While the Company currently has no offers to sell it securities to obtain financing, sale or the proposed sale of substantial amounts of our common stock in the public markets may adversely affect the market price of our common stock and our stock price may decline substantially. In the event that the Company is unable to raise or borrow additional funds, the Company may be required to curtail significantly its operational plans as further detailed in Requirements for Additional Capital in the Management Discussion and Analysis of this Form 8K.

The Company is authorized to issue up to 300,000,000 total shares of Common Stock without additional approval by shareholders. As of December 11, 2007, we had 91,971,000 shares of common stock outstanding, and warrants and options convertible to 2,964,000 shares of common stock outstanding.

Because our common stock is quoted only on the OTCBB, your ability to sell your shares in the secondary trading market may be limited. 

Our common stock is quoted only on the OTCBB. Consequently, the liquidity of our common stock is impaired, not only in the number of shares that are bought and sold, but also through delays in the timing of transactions, and coverage by security analysts and the news media, if any, of our company. As a result, prices for shares of our common stock may be different than might otherwise prevail if our common stock was quoted or traded on a national securities exchange such as the New York Stock Exchange. 

Large amounts of our common stock will be eligible for resale under Rule 144.  

As of December 11, 2007, approximately 91,000,000 of the 91,971,000 issued and outstanding shares of the Company's common stock are restricted securities as defined under Rule 144 of the Securities Act of 1933, as amended (the “Act”) and under certain circumstances may be resold without registration pursuant to Rule 144.  

Approximately 33,000,000 shares of our restricted shares of common stock are held by non-affiliates who may avail themselves of the public information requirements and sell their shares in accordance with Rule 144. As a result, some or all of these shares may be sold in accordance with Rule 144 potentially causing the price of the Company's shares to decline. 

In general, under Rule 144, a person (or persons whose shares are aggregated) who has satisfied a one-year holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate, as such term is defined in Rule 144(a)(1), of the Company and who has satisfied a two-year holding period. Any substantial sale of the Company's common stock pursuant to Rule 144 may have an adverse effect on the market price of the Company's shares. This filing will satisfy certain public information requirements necessary for such shares to be sold under Rule 144.  

Recently, the Commission has announced that it will shorten the holding period for newly-issued securities held by non-affiliates to a period of six months.  This will reduce the holding period of the Company’s outstanding securities, including those issued in the Exchange.

The requirements of complying with the Sarbanes-Oxley act may strain our resources and distract management 

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002. the costs associated with these requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Historically, as a private company we have maintained a small accounting staff, but in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant additional resources and management oversight will be required. This includes, among other things, retaining independent public accountants. This effort may divert management's attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may need to hire additional accounting and financial persons with appropriate public company experience and technical accounting knowledge, and we cannot assure you that we will be able to do so in a timely fashion.  

Our executive officers, directors and principal stockholders control our business and may make decisions that are not in our stockholders' best interests. 

As of December 11, 2007 our officers, directors, and principal stockholders, and their affiliates, in the aggregate, beneficially owned approximately 53.2% of the outstanding shares of our common stock on a fully diluted basis. As a result, such persons, acting together, have the ability to substantially influence all matters submitted to our stockholders for approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets, and to control our management and affairs. Accordingly, such concentration of ownership may have the effect of delaying, deferring or preventing a change in discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would be beneficial to other stockholders.

Sales of additional equity securities may adversely affect the market price of our common stock and your rights in the Company may be reduced. 

We expect to continue to incur drug development and selling, general and administrative costs, and in order to satisfy our funding requirements, we may need to sell additional equity securities. Our stockholders may experience substantial dilution and a reduction in the price that they are able to obtain upon sale of their shares. Also, any new securities issued may have greater rights, preferences or privileges than our existing common stock which may adversely affect the market price of our common stock and our stock price may decline substantially. 

2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS 

The following discussion and plan of operations should read in conjunction with the financial statements and the notes to those statements included in this 8-K. This discussion includes forward-looking statements that involve risk and uncertainties. As a result of many factors, such as those set forth under “Risk Factors,” actual results may differ materially from those anticipated in these forward-looking statements.

Acquisition and Reorganization

On  December 6, 2007, the Acquisition of Cellceutix Pharma was completed, and the business of Cellceutix Pharma, Inc. was adopted as our business. As such, the following Management Discussion is focused on the current and historical operations of Cellceutix Pharma, and excludes the prior operations of EconoShare.

Management’s Plan of Operation

As a result of the Exchange with Cellceutix Pharma, Inc., we are an early stage developmental biopharmaceutical company. We have no product sales to date and we will not receive any product revenue until we receive approval from the FDA or equivalent foreign regulatory bodies to begin selling our pharmaceutical candidates. Developing pharmaceutical products, however, is a lengthy and very expensive process. Assuming we do not encounter any unforeseen safety issues during the course of developing our product candidates, we do not expect to complete the development of a product candidate for several years, if ever.

In August 2007 and October 2007, we acquired exclusive rights to a total of six pharmaceutical compound candidates that are designed for treatment of diseases which may be either existing or diseases identified in the future.  The Company will initially spend most of its efforts and resources on its anti-cancer compound, Kevetrin, for the treatment of head and neck cancers.   This compound is furthest along in in-vivo studies in small animals.  Based on the results, the Company has decided to advance it along the regulatory and clinical pathway. We anticipate using our expertise to manage and perform what we believe are the most critical aspects of the product development process which include the design and oversight of clinical trials, the development and execution of strategies for the protection and maintenance of intellectual property rights and the interaction with regulatory authorities internationally. We expect to concentrate on product development and engage in a very limited way in product discovery, avoiding the significant investment of time and financial resources that is generally required before a compound is identified and brought into clinical trials. In addition, we are currently engaged in pre-clinical testing of one of our product candidates and intend to out-source clinical trials, pre-clinical testing and the manufacture of clinical materials to third parties.  

We are now engaged in organizational activities and sourcing compounds and materials.  We have not obtained any funding for our drug development business plan, nor have we generated any revenues, nor do we not expect to generate revenues in the near future. We may not be successful in developing our drugs and start selling our products when planned, or that we will become profitable in the future. We have incurred net losses in each fiscal period since inception of our operations. 

Requirement for Additional Capital 

Research and Development Costs.  The Company has not yet engaged in any research and development activities. We currently do not have funds to meet our planned drug development for the next twelve months and we may not be able to obtain the necessary financing. Assuming that we are successful in raising additional financing, we plan to incur the following expenses over the next  twelve months:

1	Research and Development of $3,500,000: Includes planned costs for Kevetrin of $3,000,000 for additional in-vivo and in-vitro studies  which should result with the data required to file an investigational new drug application with the  FDA; and $500,000 in preclinical development costs for our other compounds.
2	Corporate overhead of $750,000: This amount includes budgeted office salaries, legal, accounting and other costs expected to be incurred.
3	Capital costs of $250,000: This is the estimated cost for equipment and laboratory improvements. The Company plans to incur these costs if the planned trials in the first calendar quarter of 2008 show improvement over present treatments.
4	Staffing costs of $500,000: The Company expects to incur these costs for the filing of  an investigational new drug application with the  FDA. This is the estimated cost of hiring additional scientific staff and consulting firms to assist with FDA compliance, material characterization, pharmaco-kinetic, pharmaco-dynamic and toxicology studies.

The Company will be unable to proceed with its planned drug development, meet its administrative expense requirements, capital costs, or staffing costs without obtaining additional financing of approximately $5,000,000 to meet its budget. The Company does not have any arrangements at this time for equity or other financings. If we are unable to obtain additional financing, our business plan will be significantly delayed.

Time Schedules, Milestones and Development Costs 

In the event that funding can be achieved, we shall endeavor to achieve completion of the following event within the next twelve months:  

Project	Drug Development of Kevetrin™ for Head and Neck Cancers
Current status	Kevetrin is currently in preclinical studies.  Kevetrin acts on multiple targets as an alkylating agent, and AKT inhibitor, an LTB4 inhibitor as well as an anti-angiogenic agent.  Our experiments suggest that it is a potent anti-cancer agent.  The compound showed little toxicity in animals.  We are planning to conduct further studies concerning the potential safety of the compound in order to request permission from FDA to begin clinical studies.
Nature, timing and estimated costs	We expect to submit the compound for an IND submission by the end of August 2008 as a drug candidate for the indication of cancer. The Company has budgeted approximately $4,200,000 for the material development, production and testing of this drug during this period. The Company will need to obtain financing in order to incur and pay these costs. Should management determine the results to be satisfactory, we will need to obtain additional financing to perform a Phase I clinical study with the approval of the FDA which we have presently budgeted at $15,000,000.
Risks and uncertainties associated with completing development on schedule, and the consequences to operations, financial position and liquidity if not completed timely	The outcome of clinical testing can not be known at this time, and this poses substantial risk and uncertainty as to whether or when if ever, this drug will become marketable.

The Company intends to commit limited resources towards the development of compounds other than Kevetrin during the next twelve months. 

The Company has limited experience with pharmaceutical drug development. As such these budget estimates may not be accurate. In addition, the actual work to be performed is not known at this time, other than a broad outline, as is normal with any scientific work. As further work is performed, additional work may become necessary or change in plans or workload may occur. Such changes may have an adverse impact on our estimated budget. Such changes may also have an adverse impact on our projected timeline of drug development.  

The Company believes it can contract the manufacturing of the compounds at sites certified by the FDA in order for the Company to produce experimental materials that can be sent to outside scientists for pharmaco-kinetic, pharmaco-dynamic and toxicology studies. These three sets of studies must be completed prior to the Company filing an IND with the FDA to begin the human safety and efficacy trials (Phase I , II and III ).  

The work-plan we have developed for the next twelve months is expected to enable us to file an investigational new drug application in our 2008 fiscal year.  If we find that we have underestimated the time duration of our studies, or we have to undertake additional studies, due to various reasons within or outside of our control, this will  grossly and adversely impact both our timelines and our financing needs.  

Management intends to use capital and debt financing, as required, to fund the Company's operations. There can be no assurance that the Company will be able to obtain the additional capital resources necessary to fund its anticipated obligations for the next twelve months. 

The Company is considered to be a development stage company and will continue in the development stage until generating revenues from the sales of its products or services. As a result, the report of the independent registered public accounting firm on our financial statements as of September 30, 2007, contains an explanatory paragraph regarding a substantial doubt about our ability to continue as a going concern.  

Off Balance Sheet Arrangements

There were no off-balance sheet arrangements as of December 11, 2007.

3. DESCRIPTION OF PROPERTY 

Following the Exchange, our principal offices are located at  187 Ballardvale St,  Suite A225, Wilmington, MA 01887. On December 7, 2007, the Company began renting 200 square feet of office space from Kard Scientific, on a month to month basis for $900 per month. The Company's telephone number is (978) 633-3623.

We subcontract the laboratory research and development work to Kard Scientific which has a  25,000 square foot laboratory in the same building. Management believes that the property arrangement satisfies the Company’s current needs and is sufficient for the Company to monitor the developmental progress at its subcontractors.

4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table summarizes certain information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) of outstanding EconoShare Common Stock as of December 11, 2007 (after giving effect to the Exchange) by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding Cellceutix Common Stock, (ii) each of our directors, (iii) each of our named executive officers (as defined in Item 402(a)(3) of Regulation S-B under the Securities Act), and (iv) all executive officers and directors as a group. Except as indicated in the footnotes below, the security and stockholders listed below possess sole voting and investment power with respect to their shares.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner (1)	Percent of Class (2)
Krishna Menon 187 Ballardvale Street Suite A225 Wilmington, MA 01887	32,048,286	34.8%
George W. Evans (3) 187 Ballardvale Street, Suite A225 Wilmington, MA 01887	4,602,312	5.0%
Leo Ehrlich (4) 187 Ballardvale Street Suite A225 Wilmington, MA 01887	12,252,256	13.3%
All Directors and Executive Officers as a Group (3 persons) (5)	48,902,854	53.2%

 (1) "Beneficial Owner" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.

(2) For each shareholder, the calculation of percentage of beneficial ownership is based upon 91,970,000 shares of Common Stock outstanding as of December 11 2007, and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights.

(3) George W. Evans, Chief Executive Officer and Chairman. Includes 2,766,496 shares of EconoShare’s common stock held by Mr. Evans and includes 1,835,816 shares of EconoShare’s common stock held by the children of George W. Evans.

(4) Leo Ehrlich, Chief Financial Officer and Director. Includes 8,000,002 shares of EconoShare’s common stock held by Mr. Ehrlich and includes 4,252,254 shares of EconoShare’s common stock held by the wife and children of Leo Ehrlich.

 (5) Includes 6,088,070 shares of Common Stock indirectly owned by certain of the Executive Officers and Directors as a group but excludes vested options to acquire approximately 919,700 additional shares of Common Stock by Executive Officers and Directors, as a group.

5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS. 

The following table sets forth information regarding the members of the Company’s board of directors and its executive officers. All of the Company’s executive officers and directors were appointed on December 6, 2007, the effective date of the Acquisition. All directors hold office until the first annual meeting of the stockholders of the Company and until the election and qualification of their successors or their earlier removal or retirement.

Officers are elected annually by the board of directors and serve at the discretion of the board. 

Name (1)	Age	Title
George W. Evans	53	Chief Executive Officer; Chairman of the Board of Directors
Krishna Menon	61	President; Chief Scientific Officer, Director
Leo Ehrlich	49	Chief Financial Officer; Director
Hyman Schwartz	57	Former President and Director  (resigned on December 6, 2007)
Jacob Werczberger	35	Former Secretary and Director  (resigned on December 6, 2007)

 (1)   Each of the persons performs services for the Company on a part-time basis.

George W. Evans JD, MBA served as CEO of Cellceutix Pharma since inception in June 2007. Following the acquisition, he was appointed CEO and Chairman of the board of directors of the Company. Prior to joining Cellceutix Pharma, Mr. Evans worked for Pfizer Inc. from 1980 to 2006. Mr. Evans has more than 25 years experience in the Pharmaceutical industry. He worked in a number of positions for Pfizer Inc, ending his career there as General Counsel for Pfizer's worldwide prescription drug unit, and a member of the unit's leadership team. Mr. Evans was a member of the Editorial Advisory Board Of the Food and Drud Law Journal and the Finance Committee of the Food and Drug Law Institute and a member of the Board of the New York City Bar Fund. Mr. Evans is currently a member of the Advisory Board of Founders College, a liberal arts institution whose mission is to provide an educational experience based on a carefully integrated core of great ideas. He is a graduate of Williams College and Columbia University’s Law and Business schools.

Krishna Menon RCM, PhD, VMD served as President of Cellceutix Pharma since inception in June 2007.  Following the acquisition, he was appointed President and a director. Dr. Menon, simultaneously therewith, also serves as the Chief Operating Officer at  Kard Scientific, Inc.  Dr. Menon is also the inventor of Kevetrin, our lead compound.  Since June 2005, Dr. Menon is also  the Chief Regulatory Officer (a non- executive officer position) at Nanoviricides, Inc. Dr. Menon has more than 35 years in drug development for academia and industry. Originally trained as a veterinary surgeon, Menon began his career as Chief Government Veterinarian for a major Parish in Jamaica. He segued to a three-year stint as Director of Agriculture for the Cayman Islands, in the British Caribbean and, in 1982, moved to the Dana Farber Cancer Research Institute, where he worked under the direction of Nobel Laureate Dr. Tom Frye. Two years later, he earned his PhD in Pharmacology from Harvard University. Menon's PhD work focused on anti-folate therapy of various cancers and led to the development of methotrexate and, more recently, the anti-cancer drugs Alimta and Gemzar (Eli Lilly). Menon was Research Scientist at Dana Farber from 1985 to 1990 and Senior Research Scientist, In Vivo Research (Cancer), at Bayer Pharmaceuticals (Miles Laboratories) from 1991 to 1993. After a year operating his own veterinary oncology and drug development consultancy practice, Menon was tapped Group Leader, Cancer In Vivo Research and Clinical Development, for Eli Lilly (1995-2001), where he was responsible for the development of the anticancer compounds Cryptophycin and previously-mentioned Alimta and Gemzar, which in 2006 had over 2.1 billion dollars ($2,100,000,000) in sales , and co-developed another seven compounds currently in late-stage clinical development. In 1999, Lilly honored Menon as “Employee of the Year.” Lilly's is one of the few “Employee of the Year” awards not bestowed annually but, rather, on only special occasions. (See ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS)

Leo Ehrlich, CPA,  served as Chief Financial Officer (CFO) of Cellceutix Pharma since inception in June 2007.  Following the acquisition, he was appointed CFO and a director.  From October 8, 1999 to the present time, Mr. Ehrlich has been a director at StatSure Diagnostic Systems, Inc. and has held different executive officer positions at that company including CEO, President, and his current title of CFO.Mr. Ehrlich was also CFO and a director of Nanoviricides, Inc. from June 1, 2005. until May 2007.  Mr. Ehrlich is a Certified Public Accountant and received his BBA from Bernard Baruch College of the City University of New York.

Hyman  Schwartz, resigned on December 6, 2007.  He  had  been employed at econoshare as President, Chief Operations Officer, Treasurer, and Chairman of the Board of Directors since August 1, 2005. Mr.  Schwartz is also the president of The Hyett Group Ltd. since 1996.  Through divisions,  The  Hyett Group Ltd. provides various business services to its clients,  including software design, mergers & acquisitions, business consulting and  operates  a  business  concept  lab.   Mr.  Schwartz  received his degree in accounting from La  Salle University in 1975.   From August 1999 until January 2004,  Hyman  Schwartz was a director of New Medium Enterprises, Inc. a publicly traded  company.

Jacob  Werczberger, resigned on December 6, 2007.  He had been employed at EconoShare Inc. as Corporate Secretary since August 15, 2005.  Mr. Werczberger is also employed at Valley Supplies Ltd. in  the capacity of Director of Operations since June 2003.   From November 1997 until June 2003, Jacob Werczberger was employed at S& K trading International in the  capacity of General Manager. In June 2003, Valley Supplies Ltd. merged with S &K Trading International.  Mr. Werczberger attended Yeshiva Torah Veyirah and graduated high school.  Mr. Werczberger has no prior experience in public company administration.  

AUDIT COMMITTEE. The Company intends to establish an audit committee, which will consist of independent directors. The audit committee's duties would be to recommend to the Company's board of directors the engagement of independent auditors to audit the Company's financial statements and to review its accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company's board of  directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

COMPENSATION COMMITTEE. Our board of directors does not have a standing compensation committee responsible for determining executive and director compensation.  Instead, the entire board of directors fulfills this function, and each member of the Board participates in the determination.  Given the small size of the Company and its Board and the Company's limited resources, locating, obtaining and retaining additional independent directors is extremely difficult.  In the absence of independent directors, the Board does not believe that creating a separate compensation committee would result in any improvement in the compensation determination process.  Accordingly, the board of directors has concluded that the Company and its stockholders would be best served by having the entire board of directors act in place of a compensation committee.  When acting in this capacity, the Board does not have a charter.  

In considering and determining executive and director compensation, our board of directors reviews compensation that is paid by other similar public companies to its officers and takes that into consideration in determining the compensation to be paid to the Company’s officers.  The board of directors also determines and approves any non-cash compensation to any employee. The Company does not engage any compensation consultants to assist in determining or recommending the compensation to the Company’s officers or employees.  

6. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by or paid to (i) each individual serving as our principal executive officer during our last completed fiscal year; and (ii) each other individual that served as an executive officer at the conclusion of the fiscal year ended June  30, 2007 and who received in excess of $100,000 in the form of salary and bonus during such fiscal year (collectively, the Named Executives).

Name and Principal Position	Year		Salary		Bonus		Option Awards		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
George W. Evans (1)(2) Chief Executive Officer, Chairman of the Board		2007	$	-0-	$	-0-	$	-0-		-0-	$	-0-	$	-0-
Krishna Menon (1) President, Chief Scientific Officer, Director		2007	$	-0-	$	-0-	$	-0-		-0-	$	-0-	$	-0-
Hyman  Schwartz (3) Former President		2007	$	-0-	$	-0-	$	-0-		-0-	$	-0-	$	-0-
Jacob  Werczberger (3) Former Secretary		2007	$	-0-	$	-0-	$	-0-		-0-	$	-0-	$	-0-
Leo Ehrlich, Director Chief Financial Officer		2007	$	-0-	$	-0-	$	-0-		-0-	$	-0-	$	-0-

(1)  Eligible for bonuses upon the successful achievement of agreed upon corporate and individual performance based milestones after the Company receives a financing commitment in amount of at least $4,000,000,   upon achieving the following milestones: FDA IND $250,000 if received within 10 months $150,000 if received within 12 months  $100,000 if received within 16 months Completion of Phase 1with clinical results that would have Kevetrin proceed to Phase 2/3: $450,000 if received within 18 months $350,000 if received within 24 months $150,000 if received within 28 months; start Phase 2/3:  $500,000 if within 36 months $350,000 if within 42 months $150,000 if within 48 months

(2)  Mr. Evans’ employment agreement provides a grant of options to purchase a number of shares of the Company's stock equal to one percent of the issued and outstanding common stock following the first anniversary of the commencement date of the agreement, at a purchase price of $0.15 per share.. Mr. Evans shall thereafter be issued an additional grant of options to purchase a number of shares of common stock equal to one percent of the issued and outstanding common stock at a purchase price equal to the average closing bid price of the common stock on its primary exchange for the fifteen successive trading days immediately prior to the date of the grant.

(3) Hyman Schwartz and Jacob Werczberger served as President and Secretary, respectively, of EconoShare, Inc.  until December 6, 2007, when they resigned and were replaced by Mr. Evans, Dr. Menon,  and Mr. Ehrlich in connection with the Acquisition. During this time, Mr.  Schwartz and Mr.  Werczberger  did not receive any compensation.

Compensation Policy. Our Company’s executive compensation plan is based on attracting and retaining qualified professionals who possess the skills and leadership necessary to enable our Company to achieve earnings and profitability growth to satisfy our stockholders. We must, therefore, create incentives for these executives to achieve both Company and individual performance objectives through the use of performance-based compensation programs. No one component is considered by itself, but all forms of the compensation package are considered in total. Wherever possible, objective measurements will be utilized to quantify performance, but many subjective factors still come into play when determining performance.

Compensation Components. As an early-stage development company, the main elements of our compensation package consist of base salary, stock options and bonus.

Base Salary. As we continue to grow and financial conditions improve, these base salaries, bonuses and incentive compensation will be reviewed for possible adjustments. Base salary adjustments will be based on both individual and Company performance and will include both objective and subjective criteria specific to each executive’s role and responsibility with the Company.

COMPENSATION OF DIRECTORS 

At this time, directors receive no remuneration for their services as directors of the Company, nor does the Company reimburse directors for expenses incurred in their service to the Board of Directors. The Company does not expect to pay any fees to its directors for the 2008 fiscal year.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

On December 7, 2007, the Company entered into employment agreements with two executive officers, George Evans, Chief Executive Officer, and Krishna Menon, President. Both agreements provide for a three year term with minimum annual base salaries of $200,000 in the first year, $300,000 in the second year and $400,000 in the third year.  In addition, the agreements provide for bonuses according to the following schedule:

Upon receiving IND: $250,000 if received within 10 months; $150,000 if received within 12 months; $100,000 if received within 16 months; and no bonus if received thereafter or not received.

Completion of Phase 1with clinical results that would have Kevitrin proceed to Phase 2/3: $450,000 if received within 18 months; $350,000 if received within 24 months; $150,000 if received within 28 months; and no bonus if received thereafter or not received.

Start Phase 2/3: $500,000 if within 36 months; $350,000 if within 42 months; $150,000 if within 48 months; ; and no bonus if received thereafter or not received.

The agreement with Mr. Evans also provides a grant of options to purchase a number of shares of the Company's stock equal to one percent of the issued and outstanding common stock following the first anniversary of the commencement of the agreement,  at a purchase price of $0.15 per share.. Thereafter Mr. Evans shall be issued an additional grant of options following the successive anniversaries of the commencement date of a number of shares of common stock equal to one percent of the issued and outstanding common stock at a purchase price equal to the average closing bid price of the common stock on its primary exchange for the fifteen successive trading days immediately prior to the date of the grant.

The bonus  obligations of the Company under the agreements do not commence until the Company receives a financing commitment in an amount of at least $4,000,000.

COMPENSATION OF SCIENTIFIC ADVISORY BOARD 

The Company has established a Scientific Advisory Board consisting of:

Emil Frei III, MD Dr. Frei is one of the world’s leading oncologists, a pioneer of chemotherapy and a leader in medical research, clinical practice and education. His distinguished career includes 40 years in top leadership positions such as Chief of Medicine at National Cancer Institute, Associate Scientific Director at M. D. Anderson, and Director and Physician-in-Chief at the Dana-Farber Cancer Institute. He continues as Physician-in-Chief, Emeritus, at Dana-Farber.

Har Gobind Khorana, PhD Dr. Khorana is a Nobel Laureate and has won many other awards and honors for his achievements. He was elected a member of the National Academy of Sciences, Washington as well as a Fellow of the American Association for the Advancement of Science. In 1971 he became a foreign member of USSR Academy of Sciences and in 1974 an Honorary Fellow of the Indian Chemical Society. Dr. Khorana’s work is an important scientific landmark of the twentieth century.

At this time, members of the Scientific Advisory Board receive no remuneration for their services, nor does the Company reimburse members of the Scientific Advisory Board for expenses incurred in their service.  The Company is considering providing compensation for the members of the Scientific Advisory Board, but has made no decisions as of this time.

7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Dr. Krishna Menon

On August 2, 2007 and October 17, 2007, Cellceutix Pharma entered into Compound Assignment Agreements, with Dr. Krishna Menon, our largest shareholder, covering Kevetrin, KM 277, KM 278 and KM 362.  The Company agreed to pay Dr. Menon 5% of net sales of the compounds in countries where a composition of matter patent is issued and 3% of net sales in other countries.

These transactions have identical terms to transactions we entered into with other inventors who are unrelated third parties.

KARD Scientific, Inc.

Dr. Menon, the Company’s principal shareholder , President, and  Director, also serves as the COO and Director of Kard Scientific. On December 7, 2007, Cellceutix Pharma began renting 200 square feet of office space from Kard Scientific, on a month to month basis for $900 per month.  In September of 2007, the Company engaged Kard Scientific to conduct specified pre-clinical studies necessary for the Company to prepare an IND submission to the FDA.  We do not have an exclusive arrangement with KARD.  All work performed by Kard must have prior approval of the executive officers of the Company; and we retain all intellectual property resulting from the services by KARD. To date we have not incurred any charges by KARD. A copy of our agreement with KARD is included as Exhibit 10.4 to this Current Report on Form 8-K. 

Currently, we have no independent directors on our Board of Directors, and therefore have no formal procedures in effect for reviewing and pre-approving any transactions between us, our directors, officers and other affiliates. We will use our best efforts to insure that all transactions are on terms at least as favorable to the Company as we would negotiate with unrelated third parties.

8. DESCRIPTION OF SECURITIES

COMMON STOCK 

Number of Authorized and Outstanding Shares. The Company's Articles of Incorporation authorizes the issuance of 300,000,000 shares of Common Stock, $.0001 par value per share, of which 91,971,000 shares were outstanding on  December 11, 2007.  In accordance with the Exchange, the Company’s shareholders have authorized an amendment to the Articles of Incorporation to increase the number of shares of common stock authorized to 300,000,000.

Voting Rights. Holders of shares of Common Stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of Common Stock have no cumulative voting rights. Accordingly, the holders of in excess of 50% of the aggregate number of shares of Common Stock outstanding will be able to elect all of the directors of the Company and to approve or disapprove any other matter submitted to a vote of all stockholders. 

Other. No shareholder has any preemptive right or other similar right to purchase or subscribe for any additional securities issued by the Company, and no shareholder has any right to convert the common stock into other securities. No shares of common stock are subject to redemption or any sinking fund provisions. All the outstanding shares of the Company's common stock are fully paid and non-assessable. Subject to the rights of the holders of the preferred stock, if any, the Company's shareholders of common stock are entitled to dividends when, as and if declared by the Board from funds legally available therefore and, upon liquidation, to a pro-rata share in any distribution to shareholders. The Company does not anticipate declaring or paying any cash dividends on the common stock in the foreseeable future.

Preferred Stock 

The Company's Articles of Incorporation authorizes the issuance of 10,000,000 shares of Preferred Stock, par value $0.001 per share, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of Preferred Stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Company's board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

Common Stock Purchase Warrants

As of December 11, 2007, there were 2,964,000 Common Stock Purchase Warrants outstanding. Each warrant is exercisable to purchase one share of the Company's common stock under the following terms:

The Company has outstanding 741,000 Series A Warrants which were issued to investors.  Each Series A  warrant entitles the holder  to purchase from the Company at anytime from the date of issuance, (the "Issue Date")  until the September 15, 2010   (the "Expiration Date")  one share of  fully paid and non assessable  Common Stock  $.0001 par value per share, of the Company, at a purchase price of  $0.25 per share of Common Stock.

The Company has outstanding 741,000 Series B Warrants which were issued to investors.  Each Series B warrant entitles the holder  to purchase from the Company at anytime from the date of issuance, (the "Issue Date")  until the September 15, 2010   (the "Expiration Date")  one share of  fully paid and non assessable  Common Stock  $.0001 par value per share, of the Company, at a purchase price of  $0.50 per share of Common Stock.

The Company has outstanding 741,000 Series C Warrants which were issued to investors.  Each Series C  warrant entitles the holder  to purchase from the Company at anytime from the date of issuance, (the "Issue Date")  until the September 15, 2010   (the "Expiration Date")  one share of  fully paid and non assessable  Common Stock  $.0001 par value per share, of the Company, at a purchase price of  $1.00 per share of Common Stock.

The Company has outstanding 741,000 Series D Warrants which were issued to investors.  Each Series D  warrant entitles the holder  to purchase from the Company at anytime from the date of issuance, (the "Issue Date")  until the September 15, 2010   (the "Expiration Date")  one share of  fully paid and non assessable  Common Stock  $.0001 par value per share, of the Company, at a purchase price of  $1.50 per share of Common Stock.

Stock Options

As of December 11, 2007, Company’s agreement with Mr. Evans also provides a grant of options to purchase a number of shares of the Company's stock equal to one percent of the issued and outstanding common stock following the first anniversary of the commencement of the agreement,  at a purchase price of $0.15 per share.. Thereafter Mr. Evans shall be issued an additional grant of options following the successive anniversaries of the commencement date of a number of shares of common stock equal to one percent of the issued and outstanding common stock at a purchase price equal to the average closing bid price of the common stock on its primary exchange for the fifteen successive trading days immediately prior to the date of the grant.

Transfer Agent 

Shares of Common Stock are registered at the transfer agent and are transferable at such office by the registered holder (or duly authorized attorney) upon surrender of the Common Stock certificate, properly endorsed. No transfer shall be registered unless the Company is satisfied that such transfer will not result in a violation of any applicable federal or state securities laws. The Company's transfer agent for its Common Stock is Pacific Stock Transfer Company, 500 E. Warm Springs Road, Suite 240 Las Vegas NV 89119, Telephone (702) 361-3033.

Penny Stock

The Commission has adopted rules that define a “penny stock” as equity securities under $5.00 per share which are not listed for trading on Nasdaq (unless the issuer (i) has a net worth of $2,000,000 if in business for more than three years or $5,000,000 if in business for less than three years or (ii) has had average annual revenue of $6,000,000 for the prior three years). The Company's securities are characterized as penny stock, and therefore broker-dealers dealings in the securities are subject to the disclosure rules of transactions involving penny stock which require the broker-dealer, among other things, to (i) determine the suitability of purchasers of the securities and obtain the written consent of purchasers to purchase such securities and (ii) disclose the best (inside) bid and offer prices for such securities and the price at which the broker-dealer last purchased or sold the securities. The additional requirements imposed upon broker-dealers discourage them from engaging in transactions in penny stocks, which reduces the liquidity of the Company's securities. The Company's common stock is currently quoted on the OTC Bulletin Board under the symbol GINK.OB.

PART II.

1. MARKET INFORMATION

Currently the Company’s common shares are listed on the Over-the-Counter Bulletin Board (OTCBB) under the ticker symbol “ECSR”.  However, as of the date of this report there have been no trading activities in the Company’s common stock.  There is a current bid of $0.10 with an ask price of $2.00 as of December 11, 2007. There can be no assurance that a market will ever develop in the Company’s common stock in the future.  If a market does not develop then investors would be unable to sell any of the Company’s common stock likely resulting in a complete loss of any funds therein invested.

Since our inception, we have not paid any dividends on the EconoShare Common Stock, and we do not anticipate that we will pay any dividends in the foreseeable future. We intend to retain any future earnings for use in our business.  At December 11, 2007, we had approximately 80 shareholders of record.

2. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

3. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Effective at the time of the Acquisition, EconoShare replaced N. Blumenfrucht, CPA PC as its independent accountants ("Blumenfrucht ") with Holtz Rubenstein Reminick LLP (“HRR”),  the independent registered public accountants of Cellceutix Pharma. N. Blumenfrucht, CPA PC had previously been engaged as the principal accountant to audit the Company's financial statements from the Company's inception in August, 2005, until the time of the Exchange. The Company believes that it is in its best interest to have HRR continue to work with the Company, and the Company therefore retained HRR as its new independent registered accounting firm, effective as of  December 11, 2007. The firm of Holtz Rubenstein Reminick LLP  is located at 1430 Broadway, New York, New York.  The reports of N. Blumenfrucht, CPA PC on the Company's financial statements for the year ended June 30, 2007, were qualified as to the Company's ability to continue as a going concern. 

The decision to change accountants was approved by the Company's board of directors on December 11, 2007 and on such date HRR was engaged as the Company's new independent registered public accountants. Since Cellceutix’s inception in June 2007 and through our fiscal year end of October 31, 2007, the Company did not consult HRR regarding either: (i) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-B or a reportable event as described in Item 304(a)(1)(v) of Regulation S-B. 

During the Company's most recent fiscal year, there were no disagreements with N. Blumenfrucht, CPA PC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of N. Blumenfrucht, CPA PC, would have caused it to make reference to the matter in connection with its reports. There were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-B. 

The Company has made the contents of this Form 8-K available to N. Blumenfrucht, CPA PC and requested it to furnish a letter to the SEC as to whether N. Blumenfrucht, CPA PC agrees or disagrees with, or wishes to clarify the Company's expression of their views. A copy of N. Blumenfrucht, CPA PC letter to the SEC is included as Exhibit 16 to this Current Report on Form 8-K. 

4.  RECENT ISSUANCES OF UNREGISTERED SECURITIES BY THE REGISTRANT

Since inception of the Company in August 2005, we have sold unregistered securities to the following shareholders.

On  August  3,  2005  we  issued  9,000,000  Common  Stock  to  Hyman  Schwartz, President,  Chief  Executive  Officer,  and  50,000  Shares to our Secretary  in exchange  of  the payment of $0.0001 par value for an aggregate of  $905.00.  In connection  with the issuance of these shares, we relied upon the exemption from the  registration  provisions  of  the  Act  contained  in Section 4(2) thereof.

From August 2005 until September 27, 2006 we sold 741,000 shares of Common Stock to  investors as part of the Series A Units. The Units consisted of Common Stock and  Common  Stock  Purchase Warrants. The Units itself will not be tradable and are  not  being registered. We are registering the components of the Units which include  Common  Stock  and  Common  Shares underlying the Common Stock Purchase Warrants. Each Unit was sold to investors at $0.05 per Unit and consisted of one (1)  Share  of  Common  Stock  $.0001  par value and four series of Warrants. In conjunction  with  the  sale  of these Units, we issued 741,000 shares of Common Stock  and Warrants to purchase 2,964,000 shares of Common Stock underlying four (4)  Series  of  Warrants.

On December 6, 2007, in accordance with the Share Exchange Agreement with Cellceutix Pharma, Inc., we issued 82,000,000 newly issued shares of Common Stock to the shareholders of Cellceutix Pharma.

On December 7, 2007, we entered into an employment agreement with George Evans which provides a grant of options to purchase a number of shares of our common stock equal to one percent of the issued and outstanding common stock following the first anniversary of the commencement of the agreement,  at a purchase price of $0.15 per share. Thereafter Mr. Evans shall be issued an additional grant of options following the successive anniversaries of the commencement date of a number of shares of common stock equal to one percent of the issued and outstanding common stock at a purchase price equal to the average closing bid price of the common stock on its primary exchange for the fifteen successive trading days immediately prior to the date of the grant.

Except as noted above, the sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and rules promulgated thereunder. In addition, we believe that the 8% Promissory Note is commercial paper and is exempt from the registration requirements of the Securities Act under Section 3(a)3 thereof. Each of the above-referenced investors in our stock represented to us in connection with their investment that they were “accredited investors” (as defined by Rule 501 under the Securities Act) and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

5. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Pursuant to our certificate of incorporation and bylaws, we may indemnify an officer or director who is made a party to any proceeding, because of his position as such, to the fullest extent authorized by Delaware General Corporation Law, as the same exists or may hereafter be amended. In certain cases, we may advance expenses incurred in defending any such proceeding.

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

PART II ITEM 3

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT. 

See “Changes In and Disagreements with Accountants,” which discussion is incorporated herein by reference.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT. 

Please see the discussion of “Closing of Exchange” and “Recent Financings” in Item 2.01, which discussion is incorporated herein by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. 

See “Directors and Executive Officers, Promoters and Control Persons,” which discussion is incorporated herein by reference.

PART II ITEM 5

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On December 6, 2007, the shareholders of the Registrant authorized an amendment to the Registrant’s Articles of Incorporation to change the name of the corporation to Cellceutix Corporation and to increase the Registrant’s authorized capital stock to 310,000,000 shares of which 300,000,000 will be common stock, par value $0.0001 per share and 10,000,000 shares will be “blank check” preferred stock, par value $0.001 per share.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS.

As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, we ceased being a shell company (as defined in Rule 12b-2 under the Exchange Act of 1934, as amended) upon completion of the Exchange.

PART III.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

  (a) Financial statements: As a result of the Exchange described in Item 2.01, the registrant is filing Cellceutix Pharma, Inc. audited financial information as Exhibit 99.1 to this current report.

  (b) Pro forma financial information: Pro forma financial information has not been included, as it would not be materially different from the financial information of Cellceutix Pharma as referenced above.

  (c) Shell company transactions: Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.

  (d) Exhibits:

Exhibit	Description
2.1	Agreement and Plan of Share Exchange, by and among EconoShare, Inc., Cellceutix Pharma, Inc., and the Shareholders of Cellceutix Pharma, Inc. dated as of December 6, 2007. 1
3.1	Articles of Incorporation of Cellceutix Pharma, Inc.2
3.2	By-laws of Cellceutix Pharma, Inc.2
10.1	Employment Agreement between EconoShare, Inc. and George W. Evans dated December 7, 2007.
10.2	Employment Agreement between EconoShare, Inc. and Krishna Menon dated December 7, 2007.
10.3	Assignment Agreement between Cellceutix Pharma, Inc. and. Krishna Menon dated August 2, 2007
10.4	Assignment Agreement between Cellceutix Pharma, Inc. and Krishna Menon dated August 2, 2007
10.5	Assignment Agreement between Cellceutix Pharma, Inc. and Krishna Menon dated August 2, 2007
10.6	Assignment Agreement between Cellceutix Pharma, Inc. and Geetha Kamburath dated August 21, 2007
10.7	Assignment Agreement between Cellceutix Pharma, Inc. and Krishna Menon dated October 17, 2007
10.8	Assignment Agreement between Cellceutix Pharma, Inc. and Adam Harris dated October 17, 2007
10.9	Confidential Disclosure Agreement between Kard Scientific, Inc. and Cellceutix Pharma, Inc. dated September 28, 2007.
10.10	Laboratory Services Agreement Kard Scientific, Inc. and Cellceutix Pharma, Inc. dated September 28, 2007.
10.11	Cellceutix Lease with Kard Scientific, Inc.
16	Letter from N. Blumenfrucht, CPA PC
23.1	Consent of N. Blumenfrucht, CPA PC
99.1	Audited financial statements of Cellceutix Pharma, Inc. for the period ended October 31, 2007

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ECONOSHARE, INC.
Date: December 11, 2007	/s/ George W. Evans
	By: George W. Evans, Chief Executive Officer

EX-2.1

Exhibit 2.1

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the “Agreement”), is entered into as of this 6th day of December, 2007, by and among, ECONOSHARE, INC., a publicly-owned Nevada corporation (“ECSR”), CELLCEUTIX PHARMA, INC., a Delaware corporation (“CPI”), and the shareholders of CPI on the signature page hereof (the “CPI Shareholders”). (ECSR, CPI, and the CPI Shareholders are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”)

W I T N E S S E T H

WHEREAS, ECSR is a publicly-owned Nevada corporation with 9,791,000 shares of common stock, par value $0.0001 per share, issued and outstanding (the “ECSR Common Stock”) and is quoted on the Over the Counter Bulletin Board under the symbol “ECSR”.

WHEREAS, the CPI Shareholders listed on Schedule I hereto own all of the issued and outstanding shares of the common stock of CPI (the “CPI Common Stock”).

WHEREAS, the Parties desire that ECSR acquire all of the CPI Common Stock from the CPI Shareholders solely in exchange for an aggregate of 82,000,000 newly issued shares of common stock (the “Exchange Shares”) pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, immediately upon consummation of the Closing (as hereinafter defined), the Exchange Shares will be issued to the CPI Shareholders on a pro rata basis, in proportion to the ratio that the number of shares of CPI Common Stock held by such CPI Shareholder bears to the number of shares of CPI Common Stock held by all the CPI Shareholders as of the date of the Closing.

WHEREAS, following the Closing, CPI will become a wholly-owned subsidiary of ECSR and the Exchange Shares will represent approximately eighty-nine one-third percent (89.33%) of the total outstanding shares of Common Stock of ECSR.

WHEREAS, the Parties intend that the transaction contemplated herein (the “Transaction”) qualify as a reorganization and tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE, on the stated premises and for and in consideration of the foregoing recitals which are hereby incorporated by reference, the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

PLAN OF EXCHANGE

1.1The Exchange.  At the Closing (as hereinafter defined), each share of CPI Common Stock issued and outstanding immediately prior to the Closing Date shall be exchanged for Eighty-Two (82) shares of ECSR Common Stock.  The aggregate number of shares of ECSR Stock exchanged for the CPI Shares pursuant to this Agreement shall be 82,000,000.  From and after the Closing Date, the CPI Shareholders shall no longer own any shares of CPI Common Stock, and the stock certificates formerly representing shares of CPI Common Stock shall represent the pro rata portion of the Exchange Shares issuable in exchange therefor pursuant to this Agreement.  Any fractional shares that would result from such exchange will be rounded up to the next highest whole number.

1.2No Dilution.  ECSR shall neither effect, nor fix any record date with respect to, any stock split, stock dividend, reverse stock split, recapitalization, or similar change in the ECSR Stock between the date of this Agreement and the Effective Time.

1.3Closing. The closing (“Closing”) of the transactions contemplated by this Agreement shall occur immediately following the execution of this Agreement providing the closing conditions set forth in Articles V and VI have been satisfied or waived (the “Closing Date”).  

1.4Closing Events.  At the Closing, each of the respective parties hereto shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any and all stock certificates, officers’ certificates, opinions, financial statements, schedules, agreements, resolutions, rulings, or other instruments required by this Agreement to be so delivered at or prior to the Closing, and the documents and certificates provided in Sections 5.2, 5.4, 6.2, 6.4 and 6.5, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.  If agreed to by the parties, the Closing may take place through the exchange of documents (other than the exchange of stock certificates) by efax, fax, email and/or express courier.  At the Closing, the Exchange Shares shall be issued in the names and denominations provided by CPI.

1.5Standstill.

(a)   Until the earlier of the Closing or January 31, 2008 (the “No Shop Period”), neither CPI nor the CPI Shareholders will (i) solicit or encourage any offer or enter into any agreement or other understanding, whether written or oral, for the sale, transfer or other disposition of any capital stock or assets of CPI to or with any other entity or person, except as contemplated by the Transaction, other than sales of goods and services by CPI in the ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (iii) furnish to any person or entity (other than ECSR, and its authorized agents and representatives) any nonpublic information concerning CPI or its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of CPI.  If either CPI or any of the CPI Shareholders shall receive any unsolicited communication or offer, CPI or the CPI Shareholders, as applicable, shall immediately notify ECSR of the receipt of such communication or offer.

(b)   During the No-Shop Period, ECSR will not (i) solicit or encourage any offer or enter into any agreement or other understanding, whether written or oral, for the sale, transfer or other disposition of any capital stock or assets of ECSR to or with any other entity or person, except as contemplated herein, other than sales of goods and services by ECSR in the ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (iii) furnish to any person or entity (other than CPI, and its authorized agents and representatives) any nonpublic information concerning ECSR or its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of ECSR.  If either ECSR or any of ECSR’s stockholders shall receive any unsolicited communication or offer, ECSR or such ECSR stockholder, as applicable, shall immediately notify CPI of the receipt of such communication or offer.

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF CPI

As an inducement to, and to obtain the reliance of ECSR, CPI represents and warrants as follows:

2.1Organization.  CPI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.  CPI has the power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in jurisdictions in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of CPI’s organizational documents.  CPI has taken all action required by laws, its certificate of  incorporation, certificate of business registration, or otherwise to authorize the execution and delivery of this Agreement. CPI has full power, authority, and legal right and has taken or will take all action required by law, its Certificate of  Incorporation, and otherwise to consummate the transactions herein contemplated.

2.2Capitalization.  All issued and outstanding shares of CPI are legally issued, fully paid, and non-assessable and were not issued in violation of the pre-emptive or other rights of any person.  CPI has no outstanding options, warrants, or other convertible securities.

2.3Financial Statements.

(a)   CPI has filed all local income tax returns required to be filed by it from its inception to the date hereof.  All such returns are complete and accurate in all material respects.

(b)   CPI has no liabilities with respect to the payment of federal, county, local, or other taxes (including any deficiencies, interest, or penalties), except for taxes accrued but not yet due and payable, for which CPI may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity.

(c)   No deficiency for any taxes has been proposed, asserted or assessed against CPI.  There has been no tax audit, nor has there been any notice to CPI by any taxing authority regarding any such tax audit, or, to the knowledge of CPI, is any such tax audit threatened with regard to any taxes or CPI tax returns.  CPI does not expect the assessment of any additional taxes of CPI for any period prior to the date hereof and has no knowledge of any unresolved questions concerning the liability for taxes of CPI.

(d)   The books and records, financial and otherwise, of CPI are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

2.4Information.  The information concerning CPI set forth in this Agreement and the CPI Schedules (as that term is defined herein) are and will be complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading as of the date hereof and as of the Closing Date.

2.5Common Stock Equivalents.  There are no existing options, warrants, calls, commitments of any character or other common stock equivalents relating to the authorized and unissued CPI Common Stock.

2.6Absence of Certain Changes or Events.  Except as set forth in this Agreement or the CPI Schedules (as that term is defined herein):

(a)   except in the normal course of business, there has not been (i) any material adverse change in the business, operations, properties, assets, or condition of CPI; or (ii) any damage, destruction, or loss to CPI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of CPI;

(b)   CPI has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) not otherwise in the ordinary course of business, and except for capital raised by issuance of debt or equity in a private placement or other capital raising transaction deemed advisable by CPI; (ii) paid any material obligation or liability not otherwise in the ordinary course of business (absolute or contingent) other than current liabilities reflected in or shown on the most recent CPI consolidated balance sheet, and current liabilities incurred since that date in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights not otherwise in the ordinary course of business; (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party not otherwise in the ordinary course of business if such amendment or termination is material, considering the business of CPI; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock).

2.7Litigation and Proceedings.  There are no actions, suits, proceedings, or investigations pending or, to the knowledge of CPI, threatened by or against CPI, or affecting CPI, or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.

2.8No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which CPI is a party or to which any of its properties or operations are subject.

2.9Contracts.  CPI has provided, or will provide ECSR, copies of all material contracts, agreements, franchises, license agreements, or other commitments to which CPI is a party or by which it or any of its assets, products, technology, or properties are bound.

2.10Compliance With Laws and Regulations.  CPI has complied with all applicable statutes and regulations of any national, county, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of CPI.

2.11Approval of Agreement.  The board of directors of CPI (the “CPI Board”) and the CPI Shareholders have authorized the execution and delivery of this Agreement by CPI and have approved the transactions contemplated hereby.

2.12CPI Schedules.  CPI will deliver, as soon as practicable, the following schedules, which are collectively referred to as the “CPI Schedules” and which consist of separate schedules dated as of the date of execution of this Agreement and instruments and data as of such date, all certified by the chief executive officer of CPI as complete, true and correct:

(a)   a schedule containing complete and correct copies of the organizational documents, as amended, of CPI in effect as of the date of this Agreement; and

(b)   a schedule as requested by ECSR, containing true and correct copies of all material contracts, agreements, or other instruments to which CPI is a party or by which it or its properties are bound, specifically including all contracts, agreements, or arrangements referred to in Section 2.9.

2.13Title and Related Matters.  CPI has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the CPI balance sheet or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except:

(a)   statutory liens or claims not yet delinquent; and

(b)   as described in the CPI Schedules.

2.14Governmental Authorizations.  CPI has all licenses, franchises, permits, and other government authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by CPI of this Agreement and the consummation by CPI of the transactions contemplated hereby.

2.15Continuity of Business Enterprises.  CPI has no commitment or present intention to liquidate CPI or sell or otherwise dispose of a material portion of its business or assets following the consummation of the transactions contemplated hereby.

2.16Ownership of CPI Shares.  The CPI Shareholders are the legal and beneficial owners of 100% of the CPI Common Stock as set forth on Schedule I, free and clear of any claims, charges, equities, liens, security interests, and encumbrances whatsoever, and the CPI Shareholders have full right, power, and authority to transfer, assign, convey, and deliver their respective CPI Common Stock; and delivery of such common stock at the Closing will convey to ECSR good and marketable title to such shares free and clear of any claims, charges, equities, liens, security interests, and encumbrances except for any such claims, charges, equities, liens, security interests, and encumbrances arising out of such shares being held by ECSR.

2.17Brokers.  CPI has not entered into any contract with any person, firm or other entity that would obligate CPI or ECSR to pay any commission, brokerage or finders’ fee in connection with the transactions contemplated herein.

2.18Nominees.  The nominees of CPI to serve as ECSR's directors and officers following the Closing (the "Nominees"), whose names and signatures appear on Schedule II hereto, represent that no event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item 401 of Regulation S-B has occurred with respect to any of the Nominees during the past five years which is material to an evaluation of the ability or integrity of such Nominee.

2.19Subsidiaries and Predecessor Corporations.  CPI does not have any subsidiaries and does not own, beneficially or of record, any shares or other equity interests of any other corporation or entity.

ARTICLE III

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF ECSR

As an inducement to, and to obtain the reliance of CPI, ECSR represents and warrants as follows:

3.1Organization.  ECSR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the ECSR Schedules (as hereinafter defined) are complete and correct copies of the Articles of Incorporation and bylaws of ECSR, and all amendments thereto, as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of ECSR’s Articles of Incorporation or bylaws. ECSR has taken all action required by law, its Certificate of Incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and ECSR has full power, authority, and legal right and has taken all action required by law, its Certificate of Incorporation, By-Laws, or otherwise to consummate the transactions herein contemplated.

3.2Capitalization.  ECSR’s authorized capitalization consists of 100,000,000 shares of Common Stock, of which no more than 9,791,000 shares will be issued and outstanding at Closing, and 10,000,000 shares of preferred stock, par value $0.001 per share authorized (the “Preferred Stock”), of which no shares are outstanding.  All presently issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the pre-emptive or other rights of any person.  The Exchange Shares will be legally issued, fully paid and non-assessable and shall not be issued in violation of the pre-emptive or other rights of any other person.

3.3Financial Statements.  Except as set forth within its filing of reports with the Securities and Exchange Commission (the "SEC Reports"):

(a)   ECSR has no liabilities with respect to the payment of any federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties), except for taxes accrued but not yet due and payable, for which ECSR may be liable in its own right, or as a transferee of the assets of, or as a successor to, any other corporation or entity.

(b)   ECSR has filed all federal, state, or local income tax returns required to be filed by it from inception.

(c)   The books and records, financial and otherwise, of ECSR are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

(d)   No deficiency for any taxes has been proposed, asserted or assessed against ECSR.  There has been no tax audit, nor has there been any notice to ECSR by any taxing authority regarding any such tax audit, or, to the knowledge of ECSR, is any such tax audit threatened with regard to any taxes or ECSR tax returns.  ECSR does not expect the assessment of any additional taxes of ECSR for any period prior to the date hereof and has no knowledge of any unresolved questions concerning the liability for taxes of ECSR.

(e)   ECSR has good and marketable title to its assets and, except as set forth in the ECSR Schedules, has no material contingent liabilities, direct or indirect, matured or unmatured.

3.4Information.  The information concerning ECSR set forth in this Agreement and the ECSR Schedules are and will be complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading as of the date hereof and as of the Closing Date.

3.5Common Stock Equivalents.  Except as set forth herein, there are no existing options, warrants, calls, commitments of any character or other common stock equivalents relating to authorized and unissued stock of ECSR.

3.6Absence of Certain Changes or Events.  Except as described herein or in the ECSR Schedules or the SEC Reports:

(a)   There has not been (i) any material adverse change, financial or otherwise, in the business, operations, properties, assets, or condition of ECSR (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of ECSR;

(b)   ECSR has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of ECSR; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees;

(c)   ECSR has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent ECSR balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $1,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of ECSR; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement;

(d)   ECSR has no assets, liabilities or accounts payable of any kind or nature, actual or contingent, in excess of $4,500 in the aggregate as of the Closing Date; and

(e)   To the best knowledge of ECSR, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of ECSR.

3.7Title and Related Matters.  ECSR has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the ECSR balance sheet or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except:

(a)   statutory liens or claims not yet delinquent;

(b)   such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and

(c)   as described in the ECSR Schedules or the SEC Reports.

3.8Litigation and Proceedings.  There are no actions, suits, or proceedings pending or, to the knowledge of ECSR, threatened by or against or affecting ECSR, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.

3.9Contracts.  ECSR is not a party to any material contract, agreement, or other commitment, except as specifically disclosed in its schedules to this Agreement.

3.10No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute a default under, any indenture, mortgage, deed of trust, or other material agreement or instrument to which ECSR is a party or to which it or any of its assets or operations are subject.

3.11Governmental Authorizations.  ECSR is not required to have any licenses, franchises, permits, and other government authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by ECSR of this Agreement and the consummation by ECSR of the transactions contemplated hereby.

3.12Compliance With Laws and Regulations.  To the best of its knowledge, ECSR has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or conditions of ECSR or except to the extent that noncompliance would not result in the incurrence of any material liability.

3.13Insurance.  ECSR owns no insurable properties and carries no casualty or liability insurance.

3.14Approval of Agreement.  The board of directors of ECSR (the “ECSR Board”) has authorized the execution and delivery of this Agreement by ECSR and has approved this Agreement and the transactions contemplated hereby.

3.15Material Transactions of Affiliations.  Except as disclosed herein and in the ECSR Schedules, there exists no material contract, agreement, or arrangement between ECSR and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record or known by ECSR to own beneficially, 10% or more of the issued and outstanding common stock of ECSR and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof. Neither any officer, director, nor 10% stockholder of ECSR has, or has had during the last preceding full fiscal year, any known interest in any material transaction with ECSR which was material to the business of ECSR. ECSR has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other material transaction with any such affiliated person.

3.16Employment Matters.  ECSR has no employees other than its executive officers.

3.17ECSR Schedules.  Prior to the Closing, ECSR shall have delivered to CPI the following schedules, which are collectively referred to as the “ECSR Schedules,” which are dated the date of this Agreement, all certified by an officer to be complete, true, and accurate:

(a)   a schedule containing complete and accurate copies of the Certificate of  Incorporation and by-laws, as amended, of ECSR as in effect as of the date of this Agreement;

(b)   a schedule containing a copy of the federal income tax returns of ECSR identified in Section 3.3(b); and

(c)   a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the ECSR Schedules.

3.18Brokers.  ECSR has not entered into any contract with any person, firm or other entity that would obligate CPI or ECSR to pay any commission, brokerage or finders’ fee in connection with the transactions contemplated herein.

3.19Subsidiaries.  ECSR does not have any subsidiaries and does not own, beneficially or of record, any shares or other equity interests of any other corporation or other entity.

ARTICLE IV

SPECIAL COVENANTS

4.1Post-Closing Covenants.   Within twenty (20) days following the Closing, ECSR shall file an Information Statement in accordance with the provisions of Rule 14C of the Rules promulgated under the Securities Exchange Act of 1934, as amended, to amend ECSR's Articles of Incorporation to provide for the following: to change the name of the Corporation to "Cellceutix Corporation", or such similar name as is available; to increase the number of ECSR's authorized capital stock to 300,000,0000 shares of Common Stock and 10,000,000 shares of preferred stock, par value, $0.001 per share.

4.2Shareholders’ Actions of ECSR.  Prior to the Closing, ECSR shall cause the following actions to be taken by the written consent of the holders of a majority of the outstanding shares of common stock of ECSR:

(a)   the approval of this Agreement and the transactions contemplated hereby and thereby; and

(b)   such other actions as the directors may determine are necessary or appropriate.

4.3Actions of CPI Shareholders.  Prior to the Closing, CPI shall cause the following actions to be taken by the written consent of the holders of a majority of the outstanding shares of common stock of CPI:

(a)   the approval of this Agreement and the transactions contemplated hereby and thereby; and

(b)   such other actions as the directors may determine are necessary or appropriate.

4.4Access to Properties and Records.  ECSR and CPI will each afford to the officers and authorized representatives of the other reasonable access to the properties, books, and records of ECSR or CPI in order that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of ECSR or CPI as the other shall from time to time reasonably request.

4.5Delivery of Books and Records.  At the Closing, ECSR shall deliver to CPI, the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of ECSR now in the possession or control of ECSR or its representatives and agents.

4.6Actions Prior to Closing by both Parties.

(a)   From and after the date of this Agreement until the Closing Date and except as set forth in the ECSR or CPI Schedules or as permitted or contemplated by this Agreement, ECSR and CPI will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

(b)   From and after the date of this Agreement until the Closing Date, neither ECSR nor CPI will: (i) make any change in their organizational documents, charter documents or bylaws; (ii) take any action described in Section 2.6 in the case of CPI, or in Section 3.6, in the case of ECSR (all except as permitted therein or as disclosed in the applicable party’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services, or (iv) make or change any material tax election, settle or compromise any material tax liability or file any amended tax return.

4.7Indemnification.

(a)   CPI hereby agrees to indemnify ECSR and each of the officers, agents and directors of ECSR as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in Article II. The indemnification provided for in this paragraph shall not survive the Closing and consummation of the transactions contemplated hereby but shall survive the termination of this Agreement pursuant to Section 7.1(b) of this Agreement.

(b)   ECSR hereby agrees to indemnify CPI and each of the officers, agents and directors of CPI as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article III. The indemnification provided for in this paragraph shall not survive the Closing and consummation of the transactions contemplated hereby but shall survive the termination of this Agreement pursuant to Section 7.1(c) of this Agreement.

ARTICLE V

CONDITIONS PRECEDENT TO OBLIGATIONS OF ECSR

The obligations of ECSR under this Agreement are subject to the satisfaction, at or before the Closing, of the following conditions:

5.1Accuracy of Representations; Performance.  The representations and warranties made by CPI in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement), and CPI shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by CPI prior to or at the Closing. ECSR may request to be furnished with a certificate, signed by a duly authorized officer of CPI and dated the Closing Date, to the foregoing effect.

5.2Officer’s Certificates.  ECSR shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of CPI to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of CPI threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the CPI Schedules, by or against CPI which might result in any material adverse change in any of the assets, properties, business, or operations of CPI.

5.3No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of CPI, nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations.

5.4Other Items.

(a)   ECSR shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as ECSR may reasonably request.

(b)   Complete and satisfactory due diligence review of CPI by ECSR.

(c)   Approval of the Transaction by the CPI Board and the CPI Shareholders.

(d)   Any necessary third-party consents shall be obtained prior to Closing, including but not limited to consents necessary from CPI’s lenders, creditors, vendors and lessors.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF CPI

The obligations of CPI under this Agreement are subject to the satisfaction, at or before the Closing, of the following conditions:

6.1Accuracy of Representations; Performance.  The representations and warranties made by ECSR in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date, and ECSR shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by ECSR prior to or at the Closing.  CPI shall have been furnished with a certificate, signed by a duly authorized executive officer of ECSR and dated the Closing Date, to the foregoing effect.

6.2Officer’s Certificate.  CPI shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized executive officer of ECSR to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of ECSR threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.

6.3No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of ECSR nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations of ECSR.

6.4Good Standing.  CPI shall have received a certificate of good standing from the Secretary of State of the State of Florida or other appropriate office, dated as of a date within ten days prior to the Closing Date certifying that ECSR is in good standing as a corporation in the State of Vevada and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.

6.5Other Items.

(a)   CPI shall have received a stockholder list of ECSR containing the name, address, and number of shares held by each ECSR stockholder as of the date of Closing certified by an executive officer of ECSR as being true, complete, and accurate.

(b)   CPI shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as CPI may reasonably request.

(c)   Complete and satisfactory due diligence review of ECSR by CPI.

(d)   Approval of the Transaction by the ECSR Board and the stockholders of ECSR.

(e)   There shall have been no material adverse changes in ECSR, financial or otherwise.

(f)   There shall be no ECSR Common Stock Equivalents outstanding as of immediately prior to the Closing.  For purposes of the foregoing, “ECSR Common Stock Equivalents” shall mean any subscriptions, warrants, options or other rights or commitments of any character to subscribe for or purchase from ECSR, or obligating ECSR to issue, any shares of any class of the capital stock of ECSR or any securities convertible into or exchangeable for such shares.

(g)   Any necessary third-party consents shall be obtained prior to Closing, including but not limited to consents necessary from ECSR’s lenders, creditors; vendors, and lessors.

ARTICLE VII

TERMINATION

7.1Termination.

(a)   This Agreement may be terminated by either the CPI Board or the ECSR Board at any time prior to the Closing Date if: (i) there shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to proceed with the exchange contemplated by this Agreement; (ii) any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions or in the judgment of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the exchange; (iii) there shall have been any change after the date of the latest balance sheets of CPI and ECSR, respectively, in the assets, properties, business, or financial condition of CPI and ECSR, which could have a materially adverse affect on the value of the business of CPI and ECSR respectively, except any changes disclosed in the CPI and ECSR Schedules, as the case may be, dated as of the date of execution of this Agreement. In the event of termination pursuant to this paragraph (a) of Section 7.1, no obligation, right, or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting, and execution of this Agreement and the transactions herein contemplated; (iv) the Closing Date shall not have occurred by January 31, 2008; or (v) if ECSR shall not have provided responses satisfactory in CPI’s reasonable judgment to CPI’s request for due diligence materials.

(b)   This Agreement may be terminated at any time prior to the Closing by action of the ECSR Board if CPI shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of CPI contained herein shall be inaccurate in any material respect, and, in either case if such failure is reasonably subject to cure, it remains uncured for seven days after notice of such failure is provided to CPI. If this Agreement is terminated pursuant to this paragraph (b) of Section 7.1, this Agreement shall be of no further force or effect, and no obligation, right, or liability shall arise hereunder, except that CPI shall bear its own costs as well as the costs incurred by ECSR in connection with the negotiation, preparation, and execution of this Agreement and qualifying the offer and sale of securities contemplated hereby for exemption from the registration requirements of state and federal securities laws.

(c)   This Agreement may be terminated at any time prior to the Closing by action of the CPI Board if ECSR shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of ECSR contained herein shall be inaccurate in any material respect, and, in either case if such failure is reasonably subject to cure, it remains uncured for seven days after notice of such failure is provided to ECSR.  If this Agreement is terminated pursuant to this paragraph (c) of Section 7.1, this Agreement shall be of no further force or effect, and no obligation, right, or liability shall arise hereunder, except that ECSR shall bear its own costs as well as the costs of CPI incurred in connection with the negotiation, preparation, and execution of this Agreement.

ARTICLE VIII

MISCELLANEOUS

8.1Governing Law.  This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to matters of state law, with the laws of New York.  Any dispute arising under or in any way related to this Agreement will be submitted to binding arbitration before a single arbitrator by the American Arbitration Association in accordance with the Association’s commercial rules then in effect. The arbitration will be conducted in New York, New York. The decision of the arbitrator will set forth in reasonable detail the basis for the decision and will be binding on the parties. The arbitration award may be confirmed by any court of competent jurisdiction.

8.2Notices.  Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed, or telegraphed.

8.3Attorney’s Fees. In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

8.4Confidentiality. ECSR, on the one hand, and CPI and the CPI Shareholders, on the other hand, will keep confidential all information and materials regarding the other Party designated by such Party as confidential.  The provisions of this Section 8.4 shall not apply to any information which is or shall become part of the public domain through no fault of the Party subject to the obligation from a third party with a right to disclose such information free of obligation of confidentiality. ECSR and CPI agree that no public disclosure will be made by either Party of the existence of the Transaction or the letter of intent or any of its terms without first advising the other Party and obtaining its prior written consent to the proposed disclosure, unless such disclosure is required by law, regulation or stock exchange rule.

8.5Expenses.  Except as otherwise set forth herein, each party shall bear its own costs and expenses associated with the transactions contemplated by this Agreement.  Without limiting the generality of the foregoing, all costs and expenses incurred by CPI and ECSR after the Closing shall be borne by the surviving entity.  After the Closing, the costs and expenses of the CPI Shareholders shall be borne by the CPI Shareholders.

8.6Schedules; Knowledge.  Each party is presumed to have full knowledge of all information set forth in the other party’s schedules delivered pursuant to this Agreement.

8.7Third Party Beneficiaries.  This contract is solely between ECSR, CPI and the CPI Shareholders, and, except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor, or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

8.8Entire Agreement.  This Agreement represents the entire agreement between the parties relating to the transaction. There are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein.

8.9Survival.  The representations and warranties of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated.

8.10Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

8.11Amendment or Waiver.  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

(The rest of this page left intentionally blank.)

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first above-written.

ECONOSHARE, INC.

By:___/s/ Hyman Schwartz________________

     Hyman Schwartz, President, CEO

CELLCEUTIX PHARMA, INC.

By:___/s/ George W. Evans_______________

     George W. Evans, President

SCHEDULE II

to

STOCK EXCHANGE AGREEMENT

Name:	Position(s)	Signature
George W. Evans	Chief Executive Officer, Director	/s/ George W. Evans
Krishna Menon	President, Director	/s/ Krishna Menon

EX-3.1

Exhibit 3.1

EX-3.2

Exhibit 3-2

BY-LAWS

OF

CELLCEUTIX PHARMA, INC.

A Delaware corporation

(the "Corporation")

ARTICLE I

OFFICES

Offices. The registered office of the Corporation is located in the city and state designed by the Corporation in its Articles of Incorporation.  The Corporation may also maintain offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

           SECTION 1.                                           Annual Meetings.  A meeting of the stockholders for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held annually at 10 A.M. on the third Friday of April, or at such other time on such other day as shall be fixed by resolution of the Board of Directors.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.

           SECTION 2.                                           Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by a majority of the Board of Directors, by the Chairman of the Board, or by the President and shall be called by the Secretary at the request of the holders of not less than fifty-one percent of all issued and outstanding shares of the Corporation entitled to vote at the meeting.

SECTION 3.                                           Place of Meetings.  The annual meeting of the stockholders of the Corporation shall be held at the general offices of the Corporation in the City of Wilmington, State of Massachusetts, or at such other place in the United States as may be stated in the notice of the meeting.  All other meetings of the stockholders shall be held at such places within or without the State of Florida as shall be stated in the notice of the meeting.

           SECTION 4.                                           Notice of Meetings.  Except as otherwise provided by law, written notice of each meeting of the stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.  If mailed, notice shall be given when deposited in the United States mails, postage prepaid, directed to such stockholder at his address as it appears in the stock ledger of the Corporation.  Each such notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

           When a meeting is adjourned to another time and place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is given.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

           SECTION 5.                                           Quorum.  At any meeting of the stockholders the holders of record of a majority of the total number of outstanding shares of stock of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for all purposes, provided that at any meeting at which the holders of any series of class of stock shall be entitled, voting as a class, to elect  Directors, the holders of record of a majority of the total number of outstanding shares of such series or class, present in person or represented by proxy, shall constitute a quorum for the purpose of such election.

           In the absence of a quorum at any meeting, the holders of a majority of the shares of stock entitled to vote at the meeting, present in person or represented by proxy at the meeting, may adjourn the meeting, from time to time, until the holders of the number of shares requisite to constitute a quorum shall be present in person or represented at the meeting.  At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally convened.

           SECTION 6.                                           Organization.  At each meeting of the stockholders, the Chairman of the Board, or if he so designates or is absent, the President, shall act as Chairman of the meeting. In the absence of both the Chairman of the Board and the President, such person as shall have been designated by the Board of Directors, or in the absence of such designation a person elected by the holders of a majority in number of shares of stock present in person or represented by proxy and entitled to vote at the meeting, shall act as Chairman of the meeting.

           The Secretary or, in his absence, an Assistant Secretary or, in the absence of the Secretary and all of the Assistant Secretaries, any person appointed by the Chairman of the meeting shall act as Secretary of the meeting.

           SECTION 7.                                           Voting.  Unless otherwise provided in the Certificate of Incorporation or a resolution of the Board of Directors creating a series of stock, and designating the rights thereto, at each meeting of the stockholders, each holder of shares of any series or class of stock entitled to vote at such meeting shall be entitled to one vote for each share of stock having voting power in respect of each matter upon which a vote is to be taken, standing in his name on the stock ledger of the Corporation on the record date fixed as provided in these By-Laws for determining the stockholders entitled to vote at such meeting or, if no record date be fixed, at the close of business on the day next preceding the day on which notice of the meeting is given.  Shares of its own capital stock belonging to the Corporation, or to another Corporation if a majority of the shares entitled to vote in he election of directors of such other Corporation is held by the Corporation, shall neither be entitled to vote nor counted for quorum purposes.

           At all meetings of stockholders for the election of Directors the voting shall be by ballot, and the persons having the greatest number of votes shall be deemed and declared elected. All other elections and questions submitted to a vote of the stockholders shall, unless otherwise provided by law or the Certificate of Incorporation, be decided by the affirmative vote of the majority of shares which are present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

           SECTION 8.                                           Inspectors.  Prior to each meeting of stockholders, the Board of Directors shall appoint two Inspectors who are not directors, candidates for directors or officers of the Corporation, who shall receive and determine the validity of proxies and the qualifications of voters, and receive, inspect, count and report to the meeting in writing the votes cast on all matters submitted to a vote at such meeting. In case of failure of the Board of Directors to make such appointments or in case of failure of any Inspector so appointed to act, the Chairman of the Board shall make such appointment or fill such vacancies.

           Each Inspector, immediately before entering upon his duties, shall subscribe to an oath or affirmation faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his ability.

           SECTION 9.                                           List of Stockholders.  The Secretary or other officer or agent having charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares of each class and series registered in the name of each such stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

           SECTION 10.                                           Business at Meetings of Stockholders.

(a)  General.  The business to be conducted at any meeting of stockholders of the Corporation shall be limited to such business and nominations as shall comply with the procedures set forth in this Article and Article XII of these By-laws.

(b)  Notification of Stockholder Business.  At any special meeting of stockholders only such business shall be conducted as shall have been brought before the meeting pursuant to the Corporation’s notice of special meeting. At an annual meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, including matters included pursuant to Rule 14a-8 of the Securities and Exchange Commission, (ii) otherwise (a) properly requested to be brought before the meeting by a stockholder of record entitled to vote in the elections of directors generally, and (b) constitute a proper subject to be brought before the meeting. In addition to any other applicable requirements, for business (other than the election of directors) to be otherwise properly brought before an annual meeting by a stockholder, the business must be a proper matter for stockholder action and the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be addressed to and received at the principal executive offices of the Corporation, not more than 150 days and not less than 120 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the meeting is more than 30 days before or after such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the 15th day following the day on which notice of the date of the annual meeting was mailed or public disclosure was made, whichever first occurs. A stockholder's notice to the Secretary shall set forth as to each matter (other than the election of directors) the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business and of each beneficial owner on behalf of which the stockholder is acting, (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder and by any such beneficial owner, (iv) a representation that the stockholder is a holder of record of capital stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such business, (v) any material interest of the stockholder and of any such beneficial owner in such business; and (vi) whether the proponent intends or is part of a group which intends to solicit proxies from other stockholders in support of such proposal.

          Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 10 of Article II, provided, however, that nothing in this Section 10 of Article II shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting.

          The Chairman of an annual or special meeting shall have the power and duty to determine and shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 10 of Article II, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

ARTICLE III

BOARD OF DIRECTORS

           SECTION 1.                                           Number, Qualification and Term of Office.  The business, property and affairs of the Corporation shall be managed by a Board consisting of not less than one or more than nine Directors.  The Board of Directors shall from time to time by a vote of a majority of the Directors then in office fix within the maximum and minimum limits the number of Directors to constitute the Board.  At each annual meeting of stockholders a Board of Directors shall be elected by the stockholders for a term of one year.   Each Director shall serve until his successor is elected and shall qualify.

           SECTION 2.                                           Vacancies. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director, at any regular or special meeting of the Board of Directors.

           SECTION 3.                                           Resignations.  Any Director may resign at any time upon written notice to the Secretary of the Corporation.  Such resignation shall take effect on the date of receipt of such notice or at any later date specified therein; and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make it effective.  When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have resigned, shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective.

           SECTION 4.                                           Removals.  Any Director may be removed, with cause, at any special meeting of the stockholders called for that purpose, by the affirmative vote of the holders of a majority in number of shares of the Corporation entitled to vote for the election of Directors, and the vacancy in the Board caused by any such removal may be filled by the stockholders at such a meeting.

           SECTION 5.                                           Place of Meetings; Books and Records.  The Board of Directors may hold its meetings, and have an office or offices, at such place or places within or without the State of Florida as the Board from time to time may determine.

           The Board of Directors, subject to the provisions of applicable law, may authorize the books and records of the Corporation, and offices or agencies for the issue, transfer and registration of the capital stock of the Corporation, to be kept at such place or places outside of the State of Delaware as, from time to time, may be designated by the Board of Directors.

           SECTION 6.                                           Annual Meeting of the Board.  The first meeting of each newly elected Board of Directors, to be known as the Annual Meeting of the Board, for the purpose of electing officers,  designating committees and the transaction of such other business as may come before the Board, shall be held as soon as practicable after the adjournment of the annual meeting of stockholders, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present.  In the event such meeting is not held due to the absence of a quorum, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or as shall be specified in a written waiver signed by all of the newly elected Directors.

           SECTION 7.                                           Regular Meetings.  The Board of Directors shall, by resolution, provide for regular meetings of the Board at such times and at such places as it deems desirable.  Notice of regular meetings need not be given.

           SECTION 8.                                           Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Secretary on the written request of at least two (2) Directors on such notice as the person or persons calling the meeting shall deem appropriate in the circumstances.  Notice of each such special meeting shall be mailed to each Director or delivered to him by telephone, telegraph or any other means of electronic communication, in each case addressed to his residence or usual place of business, or delivered to him in person or given to him orally.  The notice of meeting shall state the time and place of the meeting but need not state the purpose thereof.  Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Except as provided by law, the Directors may waive notice of such meeting and consent to the action taken as set forth in Section 12 hereof.

           SECTION 9.                                           Quorum and Manner of Acting.  Except as otherwise provided by statute, the Articles of Incorporation or these By-Laws, the presence of a majority of the total number of Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors, and the act of a majority of the Directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the Directors present may adjourn the meeting, from time to time, until a quorum is present.  Notice of any such adjourned meeting need not be given.

           SECTION  10. Chairman of the Board.   A Chairman of the Board shall be elected by the Board of Directors from among its members for a prescribed term and may, or may not be, at the discretion of the Board of Directors, an employee or an officer of the Corporation.  If the Chairman is neither an employee nor an officer of the Corporation he may be designated "non-executive."  The Chairman of the Board shall perform such duties as shall be prescribed by the Board of Directors and,  when present, shall preside at all meetings of the stockholders and the Board of Directors.  In the absence or disability of the Chairman of the Board, the Board of Directors shall designate a member of the Board to serve as Chairman of the Board and such designated Board Member shall have the powers and perform the duties of the office; provided, however, that if the Chairman of the Board shall so designate or shall be absent from a meeting of stockholders, the President shall preside at such meeting of stockholders.

           SECTION  11. Organization.  At every meeting of the Board of Directors, the Chairman of the Board or, in his absence the President or, if both of these individuals are absent, a Chairman chosen by a majority of the Directors present shall act as Chairman of the meeting.  The Secretary or, in his absence, an Assistant Secretary or, in the absence of the Secretary and all the Assistant Secretaries, any person appointed by the Chairman of the meeting shall act as Secretary of the meeting.

           SECTION  12.  Consent of Directors in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee designated by the Board, may be taken without a meeting if a majority of members of the Board or committee consent thereto in writing, and such written consent is filed with the minutes of the proceedings of the Board or committee.

           SECTION  13.  Telephonic Meetings.  Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in such a meeting shall constitute presence in person at such meeting.

           SECTION  14.   Compensation.  Each Director who is not a full-time salaried officer of the Corporation or any of its wholly owned subsidiaries, when authorized by resolution of the Board of Directors may receive as a Director a stated salary or an annual retainer and in addition may be allowed a fixed fee and his reasonable expenses for attendance at each regular or special meeting of the Board or any Committee thereof.

ARTICLE IV

COMMITTEES OF THE BOARD OF DIRECTORS

           SECTION 1.                                           Executive Committee. The Board of Directors may, in its discretion, designate annually an Executive Committee.  The Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it, but the Committee shall have no power or authority to amend the Articles of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amend the By-Laws of the Corporation, elect officers or fill vacancies on the Board of Directors or any Committee of the Board, declare a dividend, authorize the issuance of stock, or such other powers as the Board may from time to time eliminate.

           SECTION 2.                                           Audit Committee.  The Board of Directors may, in its discretion, designate annually an Audit Committee to assist the Board in fulfilling its responsibilities with respect to overseeing the accounting, auditing and financial reporting practices and the internal control policies and procedures of the Corporation.  If so designated, the Board shall adopt a charter for the Audit Committee, and the Audit Committee shall review and assess the adequacy of the charter on an annual basis.  The duties of the Audit Committee, which shall be set forth in its charter shall be to: (i) be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the issuer; (ii) establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters; and (iii) engage independent counsel and other advisors, as it determines necessary to carry out its duties as set forth herein.

All members of the Audit Committee shall meet the requirements of the charter and any relevant regulatory body, as interpreted by the Board in its reasonable business judgment.  The Corporation shall provide funding requested by the Audit Committee as it reasonably relates to carry out its duties set forth herein.  The Board shall elect or appoint a chairman of the Audit Committee who will have authority to act on behalf of the committee between meetings.  The Chairman may appoint a temporary Chairman in his or her absence.

           SECTION 3.                                           Code of Ethics Committee.  The Board of Directors may, in its discretion, designate annually a Code of Ethics Committee to assist the Board in adopting a Code of Ethics for its senior financial offices reasonably necessary to promote:

(a)  honest and ethical conduct; including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(b)  full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Corporation; and

(c)  compliance with applicable governmental rules and regulations.

SECTION 4.                                           Committee Chairman, Books and Records.  Unless designated by the Board of Director, each Committee shall elect a Chairman to serve for such term as it may determine.  Each committee shall fix its own rules of procedure and shall meet at such times and places and upon such call or notice as shall be provided by such rules.  It shall keep a record of its acts and proceedings, and all action of the Committee shall be reported to the Board of Directors at the next meeting of the Board.

           SECTION 5.                                           Alternates.   Alternate members of the Committees prescribed by this Article IV may be designated by the Board of Directors from among the Directors to serve as occasion may require.  Whenever a quorum cannot be secured for any meeting of any such Committees from among the regular members thereof and designated alternates, the member or members of such Committee present at such meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of such absent or disqualified member.

           Alternate members of such Committees shall receive a reimbursement for expenses and compensation at the same rate as regular members of such Committees.

           SECTION 6.                                           Other Committees.  The Board of Directors may designate such other Committees,  as it may from time to time determine, and each such Committee shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such duties, functions and powers as the Board of Directors may from time to time prescribe.

           SECTION 7.                                           Quorum and Manner of Acting.  At each meeting of any Committee the presence of a majority of the members of such Committee, whether regular or alternate, shall be necessary to constitute a quorum for the transaction of business, and if a quorum is present the concurrence of a majority of those present shall be necessary for the taking of any action.

ARTICLE V

OFFICERS

           SECTION 1.                                           Number.  The officers of the Corporation shall be a President, Secretary, and Treasurer, each of which officers shall be elected by the Board of Directors, and such other officers as the Board of Directors may determine, in its discretion, to elect.  Any number of offices may be held by the same person.  Any officer may hold such additional title descriptions or qualifiers such as "Chief Executive Officer", "Chief Operating Officer", “Chief Financial Officer”, "Senior Vice President", "Executive Vice President" or "Assistant Secretary" or such other title as the Board of Directors shall determine.

           SECTION 2.                                           Election, Term of Office and Qualifications.  The officers of the Corporation shall be elected annually by the Board of Directors.  Each officer elected by the Board of Directors shall hold office until his successor shall have been duly elected and qualified, or until he shall have died, resigned or been removed in the manner hereinafter provided.

           SECTION 3.                                           Resignations.   Any officer may resign at any time upon written notice to the Secretary of the Corporation.  Such resignation shall take effect at the date of its receipt, or at any later date specified therein; and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make it effective.

           SECTION 4.                                           Removals.  Any officer elected or appointed by the Board of Directors may be removed, with or without cause, by the Board of Directors at a regular meeting or special meeting of the Board.  Any officer or agent appointed by any officer or committee may be removed, either with or without cause, by such appointing officer or committee.

           SECTION 5.                                           Vacancies.  Any vacancy occurring in any office of the Corporation shall be filled for the unexpired portion of the term in the same manner as prescribed in these By-Laws for regular election or appointment to such office.

           SECTION 6.                                           Compensation of Officers.  The compensation of all officers elected by the Board of Directors shall be approved or authorized by the Board of Directors or by the President when so authorized by the Board of Directors or these By-Laws.

           SECTION  7.    Absence or Disability of Officers.  In the absence or disability of the Chairman of the Board or the President, the Board of Directors may designate, by resolution, individuals to perform the duties of those absent or disabled.  The Board of Directors may also delegate this power to a committee or to a senior corporate officer.

ARTICLE VI

STOCK CERTIFICATES AND TRANSFER THEREOF

           SECTION 1.                                           Stock Certificates.  Except as otherwise permitted by  law, the Certificate of Incorporation or resolution or resolutions of the Board of Directors, every holder of stock in the Corporation shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board, the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares, and the class and series thereof, owned by him in the Corporation.  Any and all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

           SECTION 2.                                           Transfer of Stock.  Transfer of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by the holder thereof, or by his attorney thereunto duty authorized, and on surrender of the certificate or certificates for such shares.  A person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof as regards the Corporation, and the Corporation shall not, except as expressly required by statute, be bound to recognize any equitable or other claim to, or interest in, such shares on the part of any other person whether or not it shall have express or other notice thereof.

           SECTION 3.                                           Lost, Destroyed or Mutilated Certificates.   The Board of Directors may provide for the issuance of new certificates of stock to replace certificates of stock lost, stolen, mutilated or destroyed, or alleged to be lost, stolen, mutilated or destroyed, upon such terms and in accordance with such procedures as the Board of Directors shall deem proper and prescribe.

           SECTION 4.                                           Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VII

DIVIDENDS, SURPLUS, ETC.

           Except as otherwise provided by statute or the Articles of Incorporation, the Board of Directors may declare dividends upon the shares of its capital stock either (1) out of its surplus, or (2) in case there shall be no surplus, out of its net profits for the fiscal year, whenever, and in such amounts as, in its opinion, the condition of the affairs of the Corporation shall render it advisable.  Dividends may be paid in cash, in property or in shares of the capital stock of the Corporation.

ARTICLE VIII

SEAL

           The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE IX

FISCAL YEAR

           The fiscal year of the Corporation shall begin on the first day of November of each year.

ARTICLE X

INDEMNIFICATION

           SECTION 1.                                           Right to Indemnification.   Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that such person is or was a director of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent,  shall be indemnified and held harmless by the Corporation to the full extent authorized by the Delaware General Corporation Law (“DGCL”), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators, provided, however, that except as provided in Section 2 of this Article with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof)  was authorized by the Board of Directors of the Corporation.  The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Florida Business Organizations Code requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee while a director or officer, including, without limitation, service to an employee benefit plan)  shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be  determined that such indemnitee is not entitled to be indemnified under this Section 1, or otherwise.

           SECTION 2.                                           Right of Indemnitee to Bring Suit.   If a claim under Section 1 of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the indemnitee shall be entitled to be paid also the expense of prosecuting such suit.  The indemnitee shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses where the required undertaking, if any is required, has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the indemnitee is not so entitled.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled.

           SECTION 3.                                           Non-exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, By-Laws, agreement, vote of stockholders or disinterested directors or otherwise.

           SECTION 4.                                           Insurance, Contracts and Funding.   The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.  The Corporation may enter into contracts with any indemnitee in furtherance of the provisions of this Article and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

           SECTION 5.                                           Definition of Director and Officer.  Any person who is or was serving as a director of a wholly owned subsidiary of the Corporation shall be deemed, for purposes of this Article only, to be a director or officer of the Corporation entitled to indemnification under this Article.

           SECTION 6.                                           Indemnification of Employees and Agents of the Corporation.  The Corporation may, by action of its Board of Directors from time to time, grant rights to indemnification and advancement of expenses to employees and agents of the Corporation with the same scope and effects as the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE XI

CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

           SECTION 1.                                           Checks, Drafts, Etc.; Loans.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall, from time to time, be determined by resolution of the Board of Directors.  No loans shall be contracted on behalf of the Corporation unless authorized by the Board of Directors.  Such authority may be general or confined to specific circumstances.

           SECTION 2.                                           Deposits.  All funds of the Corporation shall be deposited, from time to time, to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select, or as may be selected by any officer or officers, agent or agents of the Corporation to whom such power may, from time to time, be delegated by the Board of Directors; and for the purpose of such deposit, the Chairman, the President, any Vice President, the Treasurer or any Assistant Treasurer, the Secretary or any Assistant Secretary or any other officer or agent to whom such power may be delegated by the Board of Directors,  may endorse, assign and deliver checks, drafts and other order for the payment of money which are payable to the order of the Corporation.

ARTICLE XII

AMENDMENTS

These By-Laws may be altered or repealed and new By-Laws may be made by the affirmative vote, at any meeting of the Board, of a majority of the Board of Directors.

EX-10.1

Exhibit 10-1

EMPLOYMENT AGREEMENT

This Agreement (the “Agreement”) dated as of December 7, 2007 is made by and between ECONOSHARE, INC., a publicly-owned Nevada corporation (the “Company”) and GEORGE EVANS (the “Executive”).

RECITALS

WHEREAS, the Company desires to hire the Executive as, (1) Chairman of the Board of Directors of the Company, (2) Chief Executive Officer of the Company engaged in the oncological pharmaceutical and related or ancillary industries as the Company shall determine and the Executive is willing to accept such employment on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and other good and valuable consideration, the Company and the Executive hereby agree as follows:

1.Definitions

1.1“Affiliate” means any entity controlling, controlled by or under common control with the Company.

1.2“Board” means the Board of Directors of the Company.

1.3“Cause” means (a) the Executive is convicted of or pleads guilty to a felony involving dishonesty as against the Company or an Affiliate, (b) the Executive is convicted of a felony not involving the Company, and after exhausting all rights of appeal, is obligated to serve, and actually serves, ten (10) or more days in prison or pay a fine of more than One Hundred Thousand ($100,000) Dollars, or (c) the Executive, in carrying out the Executive’s duties and responsibilities under this Agreement, is guilty of gross neglect or gross misconduct resulting, in either case, in material economic harm to the Company to an Affilitate, unless such act, or failure to act, was reasonably believed by the Executive in good faith, using reasonable judgment under the circumstances, to be in the best interests of the Company

1.4“Commitment Date” means the date the Company receives a financing commitment in an amount of at least $4,000,000.

1.5“Date of Termination” means (a) in the case of a termination for which a Notice of Termination (as hereinafter defined in Section 6.5) is required, the date of actual receipt of such Notice of Termination or if later, the date specified therein, as the case may be, and (b) in all other cases, the actual date on which the Executive’s employment terminates during the Term of Employment (as hereinafter defined in Section 3) (it being understood that nothing contained in this definition of “Date of Termination” shall affect any of the cure rights provided to the Executive or the Company in this Agreement).

1.6“Disability” means the Executive’s inability to render, for a period of three consecutive months, services hereunder.

1.7“Good Reason” means and shall be deemed to exist if (a) without the Executive’s express prior written consent; the Executive is assigned any duties or responsibilities inconsistent in any material respect with the scope of the duties or responsibilities associated with the Executive’s title or positions, as set forth and described in Article 4 of this Agreement; (b) without the Executive’s express prior written consent, the Executive suffers, in any material respect, a reduction in the duties, responsibilities or effective authority associated with Executive’s titles and positions as set forth and described in Article 4 of this Agreement; (c) without the Executive’s express prior written consent, the Executive’s compensation under this Agreement is decreased, or the Executive’s benefits under employee benefit or health or welfare plans or programs of the Company are in the aggregate materially decreased; (d) the Company fails to obtain the full assumption of this Agreement by a successor entity in accordance with Section 11.2 of this Agreement; (e) the Company fails to use reasonable efforts to maintain, or cause to be maintained, directors and officers liability insurance coverage for the Executive as provided in Section 12.9 of this Agreement; or (f) the Company purports to terminate the Executive’s employment for Cause and the Company is not entitled to terminate this Agreement for Cause.

1.8“Person(s)” means any individual or entity of any kind or nature, including any other person as defined in Section 3(a)(9) of the Exchange Act, and as used in Sections 13(d) and 14(d) thereof.

2.Employment.  Subject to the terms and provisions set forth in this Agreement, the Company hereby employs the Executive during the Term of Employment as the Chief Executive Officer and Chairman.

3.Term of Employment.  The term of employment under this Agreement shall be deemed to commence as of the date set forth above (the “Commencement Date”) and, unless terminated earlier pursuant to the terms hereof, shall terminate on the third anniversary of the Commitment Date (the “Term of Employment”).

4.Positions, Responsibilities and Duties

4.1Positions.  During the Term of Employment, the Executive shall be employed as, and the Company shall at all times cause the Executive to be, (1) Chairman of the Board of Directors of the Company, (2) Chief Executive Officer of Company and such future direct or indirect subsidiaries of the Company engaged in the oncological pharmaceutical industry and related or ancillary industries as the Company shall determine.  In such positions, the Executive shall have the duties, responsibilities and authority normally associated with such positions.  The Executive shall report solely and directly to the Board of Directors of the Company, and all employees of the Company and all of the Subsidiaries and such future direct or indirect subsidiaries of the Company engaged in the pharmaceutical industry for which the Executive serves as Chief Executive Officer shall report to Executive.

4.2Duties.  During the Term of Employment, the Executive shall devote such business time and attention to the business of the Company as the Executive deems necessary to perform faithfully and efficiently the duties and responsibilities contemplated by this Agreement; provided, however, that the Executive shall be allowed, to the extent such activities do not substantially interfere with the performance of the Executive’s duties and responsibilities hereunder, to (a) manage the Executive’s personal financial and legal affairs, and (b) engage in other businesses so long as they do not compete with the Company.

5.Compensation and Other Benefits

5.1Base Salary.  During the Term of Employment and commencing on the Commitment Date the Executive shall receive a base salary of $200,000 per annum during the first year of the Term, $300,000 during the second year of the Term and $400,000 during the third year of the Term (“Base Salary”) payable in equal monthly installments.

5.2Equity Compensation.  On the Commencement Date and on each anniversary of the Commencement Date thereafter, Executive shall be issued options to purchase a number of shares of the Company’s Common Stock equal to one percent (1%) of the number of shares of Common Stock issued and outstanding (the “Options”). The Options issued on the Commencement Date shall be at a purchase price of $0.15 per share. The Options issued upon each successive anniversary for the remainder of the Term shall be issued at a purchase price equal to the average closing bid price of the common stock on its primary exchange for the fifteen successive trading days immediately prior to such anniversary of the Commencement Date.

5.3Incentive Bonuses.  Acknowledging the vital nature to the Company’s business of filing and obtaining the approval of an Investigational New Drug (“IND”) Application, during the Term (and in addition to the Base Salary), the Executive shall be entitled to receive incentive cash bonus payments (the “Bonus”) determined in accordance with the following Schedule:

(a)           Upon receipt of the IND for the Company’s candidate Kevetrin, Executive shall receive a Bonus equal to:

(i)           $250,000 if received within ten (10) months of the Commitment Date;

(ii)           $150,000 if received within twelve (12) months of the Commitment Date;

(iii)                      $100,000 if received within sixteen (16) months of the Commitment Date; and

(iv)                      $0.00 if received sixteen (16) months after the Commitment Date.

(b)           Upon completion of Phase 1 of Kevetrin, with results allowing the Company to Commence Phase 2/3, Executive shall receive an additional cumulative Bonus equal to:

(i)           $450,000 if completed within eighteen (18) months of the Commitment Date;

(ii)           $350,000 if completed within twenty-four (24) months of the Commitment Date;

(iii)                      $150,000 if completed within twenty-eight (28) months of the Commitment Date; and

(iv)                      $0.00 if completed twenty-eight (28) months after the Commitment Date.

(c)           Upon the commencement of Phase 2/3 of the IND for Kevetrin, Executive shall receive an additional cumulative bonus equal to:

(i)           $500,000 if commenced within thirty-six (36) months of the Commitment Date;

(ii)           $350,000 if commenced within forty-two (42) months of the Commitment Date;

(iii)                      $150,000 if commenced within forty-eight (48) months of the Commitment Date; and

(iv)                      $0.00 if commenced forty-eight (48) months after the Commitment Date.

The Bonus shall be paid to the Executive in cash as soon as practicable after the end of the fiscal year to which it relates, but in any event no later than one hundred five (105) calendar days after the end of such fiscal year (and, to the extent there is any disagreement as to the amount thereof any amount acknowledged as payable by the Company shall be paid by such date).

5.4Incentive Retirement, and Savings Plans.  During the Term of Employment, the Executive shall be entitled to participate in all incentive, pension, retirement savings and other employee benefit plans and programs maintained by the Company and/or an Affiliate for the benefit of senior executives.

5.5Welfare Benefit Plans.  During the Term of Employment, the Executive, the Executive’s spouse and their eligible dependents, if any, shall be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company and/or the Subsidiaries, including, without limitation, all term life insurance, long term disability insurance, medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs.  All premiums and other costs and expenses associated with the participation by the Executive, his spouse and his eligible dependents, if any, in the plans and/or programs referenced herein, shall be borne in full by the Company.

5.6Expense Reimbursement.  During the Term of Employment the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing the Executive’s duties and responsibilities hereunder in accordance with the policies and procedures of the Company.  At the end of each fiscal year, the Executive and the Company shall in good faith reconcile any differences and disputes with respect to timing, right to reimbursement, reasonableness or documentation of any items of expense reimbursement, it being agreed that no dispute respecting any of the foregoing shall constitute a basis for the Executive or the Company (including the Subsidiaries) terminating or attempting to terminate this Agreement

5.7Vacation and Fringe Benefits.  During the Term of Employment, the Executive shall be entitled to such paid vacation, fringe benefits and perquisites as set forth in Schedule 5.7 or, if more favorable to the Executive, as provided by the Company at any time hereafter.

6.Termination

6.1Termination Due to Death or Disability.  The Company or the Executive may terminate the Executive’s employment hereunder due to his death or Disability.  In the event the Executive’s employment is terminated due to death or Disability, the Executive’s estate or Executive’s legal representative, as the case may be, shall be entitled to:

(a)(i) in the case of death, Base Salary continuation at the rate in effect (as provided for by Section 5.1 of this Agreement) on the Date of Termination for a period of three (3) months after the date of death, and (ii) in the case of Disability, $10,000 per month for so long as the Executive is subject to a Disability or for the unexpired portion of the Term.

(b)any Base Salary accrued or any Annual Bonus earned but not yet paid;

(c)a pro rata Annual Bonus for the calendar year in which death or Disability occurs (determined and payable in accordance with Section 5.2 of this Agreement);

(d)any deferred compensation not yet paid to the Executive (including, without limitation, interest or other credits on such deferred amounts) and any accrued vacation pay;

(e)reimbursement pursuant to Section 5.6 hereof or any other provision of this Agreement for expenses incurred but not yet paid prior to such death or Disability;

(f)in the case of death, any other compensation and befits as may be provided in accordance with the terms and provision of any applicable plans and programs of the Company and/or the Affiliates; and

(g)in the case of Disability, (i) continuation of the Executive’s health and welfare benefits (as described in Section 5.5 of this Agreement at the level in effect (as provided for by Section 5.5) on the Date of Termination through the end of the three-year period following the termination of the Executive’s employment due to Disability (or the Company shall provide the economic equivalent thereof), and (ii) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs of the Company.

With respect to the deferred compensation arrangements referred to in Sections 6.1(d), 6.2(c) and 6.3(d), to the extent that such deferred compensation arrangements provide by their terms for any deferral of payments in the event of death or Disability, termination with Cause or termination without Cause or for Good Reason, such payments shall be deferred in accordance with such arrangements to the extent required by the type of termination of this Agreement.  With respect to the other benefits referred to in Sections 6.1(g), 6.2(e) and 6.3(g), to the extent that such other benefit arrangements provide by their terms for any deferral of payments in the event of death or Disability, termination with Cause or determination without Cause or for Good Reason, such payments shall be deferred in accordance with such arrangements to the extent required by the type of termination of this Agreement

6.2Termination by the Company for Cause.  The Company may terminate the Executive’s employment hereunder for Cause as provided in this Section 6.2; provided that no act or omission referred to herein occurring prior to the Commencement Date shall constitute Cause.  If the Company terminates the Executive’s employment hereunder for Cause the Executive shall be entitled to:

(a)the Executive’s Base Salary at the rate in effect (as provided for by Section 5.1 of this Agreement) at the time of such termination through the Date of Termination;

(b)any Annual Bonus for the prior fiscal year not yet paid together with a pro-rata portion of the Annual Bonus for the calendar year in which termination occurs through the Date of Termination;

(c)any deferred compensation (including, without limitation interest or other credit on such deferred amounts) and any accrued vacation pay;

(d)reimbursement pursuant to Section 5.6 hereof or any other provision of this Agreement for expenses incurred, but not yet paid prior to such termination of employment; and

(e)any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs of the Company and/or the Subsidiaries.

In any case described in this Section 6.2, the Executive shall be given written notice, authorized (with Executive abstaining) by a vote of at least two thirds (2/3) of the members of the entire Board (excluding Executive), that the Company intends to terminate the Executive’s employment for Cause.  Such written notice, given in accordance with Section 6.6 of this Agreement shall specify the particular act or acts, or failure to act, which is or are the basis for the decision to so terminate the Executive’s employment for Cause.  The Executive shall be given the opportunity within ten (10) calendar days of the receipt of such notice to meet with the Board to defend such act or acts, or failure to act, and the Executive shall be given twenty (20) business days after such meeting to correct such act, acts or failure(s) to act, provided that the Executive shall not have the right to cure the acts described in Section 1.3(a) hereof.  Upon failure of the Executive, within such latter twenty (20) business day period, to correct such act, acts or failure(s) to act, the Executive’s employment by the Company shall automatically be terminated under this Section 6.2 for Cause as of the date determined in Section 1.4 of this Agreement; provided, however, if the act or acts, or the failure to act, which is or are the basis for the decision to terminate the Executive’s employment for Cause are incapable of being cured within the twenty (20) business day period and the Executive has commenced reasonable efforts to correct such act, acts or failure(s) to act within the twenty (20) day period, then the Executive’s employment shall not be terminated under this Section 6.2 for Cause and the Executive shall have a reasonable time period following the expiration of the twenty (20) business day period to correct such act, acts or failure(s) to act.

6.3           Termination with Good Reason.  The Executive may terminate the Executive’s employment hereunder for Good Reason.  If the Executive seeks to terminate the Executive’s employment hereunder for Good Reason, the Company shall be given written notice that the Executive intends to terminate the Executive’s employment for Good Reason.  Such written notice, given in accordance with Section 6.6 of this Agreement, shall specify the particular act or acts, or failure(s) to act, which is or are the basis for the Executive’s decision to so terminate the Executive’s employment for Good Reason.  The Company shall be given the opportunity within ten (10) calendar days of the receipt of such notice to meet with the Executive to defend such act or acts, or failure(s) to act, and the Company shall be given twenty (20) business days after such meeting to correct such act, acts or failure(s) to act provided that the Company shall nor have the right to correct the acts or failure(s) to act specified in clauses (c), (i) and (k) of the definition of Good Reason.  Upon failure of the Company, within such latter twenty (20) business day period, to correct such act, acts or failure(s) to act, the Executive’s employment by the Company shall automatically be terminated under this Section 6.3 for Good Reason as of the date of actual termination provided that the date of actual termination shall be ten (10) calendar days after receipt of the Executive’s notice if the Company does not have the right to correct such act(s) or failure(s) to act.

6.4No Mitigation; No Offset.  In the event of any termination of employment under this Section 6, the Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts paid or payable the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain.  Any amounts due under this Section 6 are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.

6.5Notice of Termination.  Any termination of the Executive by the Company or by the Executive for Good Reason shall be communicated by a notice of termination to the other party hereto given in accordance with Section 15.3 of this Agreement (the “Notice of Termination”).  Such notice shall (a) indicate the specific termination provision in this Agreement relied upon, (b) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (c) if the termination date is other than the date of receipt of such notice, specify the date on which the Executive’s employment is to be terminated (which date shall not be earlier than the date on which such notice is given).

6.6Payment.  Except as otherwise provided in this Agreement, any payments to which the Executive shall be entitled under this Section 6, including.  without limitation, any economic equivalent of any benefit shall be made as promptly as possible following the Date of Termination.  If the amount of any payment due to the Executive cannot be finally determined within ninety (90) days after the Date of Termination (by way of example only, pro rata bonuses determined pursuant to Section 6.8 hereof), such amount shall be estimated on a good faith basis by the Company and the estimated amount shall be paid no later than ninety (90) days after such Date of Termination.  As soon as practicable thereafter, the final determination of the amount due shall be made and any adjustment requiring a payment to or from the Executive shall be made as promptly as practicable.

6.7Disclosure of Termination.  Subject to the requirements of any Exchange on which securities of the Company may be listed or the securities laws, and except for terminations for Cause or the death or Disability of the Executive, any public disclosure of the termination of this Agreement by the Company shall be subject to prior review and approval by the Executive, which review and approval shall not be unreasonably withheld or delayed.

7.Key Man Life Insurance.  If requested by the Company, Executive will cooperate with the Company, at the Company’s expense, to obtain key man life insurance on the Executive’s life.

8.Non-exclusivity of Rights.  Except as provided in Section 5.3 hereof, nothing in this Agreement or any other provision of this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus incentive or other plan or program provided or maintained by the Company, the Subsidiaries or any other Affiliate and for which the Executive may qualify, nor shall anything herein limit or otherwise prejudice such rights as the Executive may have under any other existing or fixture agreements with the Company, the Subsidiaries or any Affiliate including, without limitation, any change of control agreements or any stock option or restricted stock agreements.  Except as otherwise expressly provided in this Agreement, amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plans or programs of the Company, the Subsidiaries or any other Affiliate at or subsequent to the Date of Termination shall be payable in accordance with such plans or programs.

9.Full Performance.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

10.Confidential Information.  The Executive shall not, during the Term of Employment and thereafter, without the prior express written consent of the Company, disclose any confidential information, knowledge or data relating to the Company, which (a) was obtained by the Executive in the course of the Executive’s employment with the Company, and (b) which is not information, knowledge or data otherwise in the public domain (other than by reason of a breach of this provision by the Executive), unless required to do so by a court of law or equity or by a governmental agency or other authority.  The Executive shall assign to the Company all inventions (whether or not patentable) and all other intellectual property developed by the Executive hereunder.  The Executive shall cooperate with the Company in obtaining patents or other intellectual property registrations as determined in good faith by the Company to be necessary or desirable.

11.Successors.

11.1The Executive.  This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive, except that the Executive’s rights to receive any compensation or benefits under this Agreement may be transferred or disposed of pursuant to testamentary disposition, intestate succession or a qualified domestic relations order or in connection with a Disability.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s estate, heirs, beneficiaries and/or legal representatives.

11.2The Company.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.  The Company shall require any successor to all or substantially all of the business and/or assets of the Company or the Subsidiaries, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform had no such succession taken place.

12.Indemnification

12.1General.  The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”),  by reason of the fact that Executive is or was a director or officer of the Company, the Subsidiaries and/or any other Affiliate or is or was serving at the request of the Company, the Subsidiaries and/or any other Affiliate as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, whether or not the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, employee or agent while serving as a director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by Nevada law, as the same exists or may hereafter be amended, against all Expenses (as hereinafter defined in Section 13.2) incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if the Executive has ceased to be an officer, director or agent, or is no longer employed by the company and shall inure to the benefit of Executive’s heirs, executors and administrators.

12.2Expenses.  As used in this Article, the term “Expenses” shall include, without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements and costs, reasonable attorneys’ fees, reasonable accountants’ fees, and disbursements and costs of attachment or similar bonds, investigations, and any reasonable expenses of establishing a right to indemnification under this Agreement.

12.3Subrogation.  In the event of payment under this Article, the Company shall be subrogated to the extent of such payment to all the rights of recovery of the Executive.

12.4Partial Indemnification.  If the Executive is entitled under any provision of this Article to indemnification by the Company for some or a portion of any Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Executive for the portion of such Expenses to which the Executive is entitled.

12.5Advance of Expenses.  Expenses incurred by the Executive in connection with any Proceeding shall be paid by the Company in advance upon request of the Executive that the Company pay such Expenses, provided that prior to such advance the Executive shall provide the Company with a written undertaking to repay such advances to the Company if it shall ultimately be determined that he is not entitled to be indemnified as authorized under the Nevada Revised Statutes Corporation Law.

12.6Notice of Claim.  The Executive shall give to the Company notice of any claim made against the Executive for which indemnity will or could be sought under this Article.  In addition, the Executive shall give the Company such information and cooperation as it may reasonably require and as shall be within the Executive’s power and at such times and places as are convenient for the Executive.

12.7Defense of Claim.  With respect to any Proceeding as to which the Executive notifies the Company of the commencement thereof:

12.7.1The Company will be entitled to participate therein at its own expense; and

12.7.2Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense of the Executive, with counsel satisfactory to the Executive.  The Executive also shall have the right to employ the Executive’s own counsel in such action, suit or Proceeding and the reasonable fees and expenses of such counsel shall be at the expense of the Company.  The Company shall not be entitled to assume the defense of any action, suit or Proceeding brought by or on behalf of the Company or the Subsidiaries or as to which the Executive shall have concluded that there may be a conflict of interest between the Company or the Subsidiaries and the Executive in the conduct of the defense of such action.

12.7.3The Company shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent.  The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Executive without Executive’s written consent.  Neither the Company nor the Executive will unreasonably withhold or delay their consent to any proposed settlement.

12.8Non-exclusivity.  The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 13 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Subsidiaries, agreement, vote of stockholders or disinterested directors or otherwise.

12.9Directors and Officers Liability Policy.  The Company agrees to use commercially reasonable efforts to obtain a directors and officers liability insurance policy covering the Executive in an amount and in accordance with terms no less favorable than that policy in effect upon the Commencement Date.  The Company shall use its commercially reasonable efforts to maintain during the Term of Employment (and for so long thereafter as is practicable in the circumstances taking account of prevailing conditions as to availability of such insurance) coverage to the Executive in an amount at least equal to that maintained immediately prior to the Commencement Date.

13.Arbitration.  Any controversy or claim arising out of or relating to this Agreement or any portion thereof, shall be resolved by binding arbitration.  The arbitration shall be conducted in New York, New York in accordance with the arbitration rules promulgated and adopted by the American Arbitration Association, JAMS/Endispute or other reputable recognized alternative dispute resolution organization (hereinafter collectively referred to as “ADR”) chosen by the party demanding arbitration.  Any party may commence arbitration by sending a written demand for arbitration to the other party and filing such claim with the ADR and paying the appropriate filing fees.  The demand will state the dispute with reasonable particularity.  Subject to the availability of the neutral arbitrator, the arbitration hearing shall be commenced within the sixty (60) days following the date of appointment of the neutral arbitrator.  Unless the parties mutually agree on one arbitrator, the arbitration shall be conducted by a panel of three (3) qualified arbitrators, one (1) chosen by the Company, one (1) by the Executive and one (1) chosen by the first two (2) arbitrators so appointed.  If either party fails to designate an arbitrator within ten (10) days of receipt of the demand for arbitration, then it shall be deemed that the parties have agreed to have a single arbitrator.  The neutral arbitrator shall be chosen within twenty (20) days of receipt of the demand for arbitration.  If the parties or their respective arbitrators fail to agree upon a neutral arbitrator, then either party may apply to the Supreme Court of New York County, for an order appointing the neutral arbitrator.  Each party shall retain the right to cross-examine the opposing party’s witnesses.  Discovery shall be limited to one (1) deposition per side and one (1) demand for production and inspection of documents.  The majority decision of the arbitration panel shall be final, binding and conclusive on all parties (without any right of appeal therefrom) and shall not be subject to judicial review, other than as provided by law.  The fees for the neutral arbitrator and administration of the arbitration shall be divided between the parties.  As part of its decision, the arbitration panel may allocate the cost of arbitration, including fees of attorneys and experts, as it deems fair and equitable in light of all relevant circumstances.  The parties waive the right to a trial by jury.  The award of the arbitrator shall be in writing and shall set forth the basis upon which all issues submitted by the parties for decision has been decided.  Judgment on the award rendered by the arbitration panel may be entered in any court of competent jurisdiction.

14.Miscellaneous

14.1Applicable Law.  Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, applied without reference to principles of conflict of laws.

14.2Amendments.  This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

14.3Notices.  All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:                                                      George Evans

[Home Address]

If to the Company:                                                      EconoShare, Inc.

187 Ballardvale St, Suite A225

Wilmington, Massachusetts 01887

or to such other address as either party shall have finished to the other in writing in accordance herewith.  Notices and communications shall be effective when actually received by the addressee.

14.4Withholding.  The Company may withhold from any amounts payable under this Agreement such federal, state and local income, unemployment, social security and similar employment related taxes and similar employment related withholdings as shall be required to be withheld pursuant to any applicable law or regulation.

14.5Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and any such provision which is not valid or enforceable in whole shall be enforced to the maximum extent permitted by law.

14.6Captions.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

14.7Beneficiaries/References.  The Executive shall be entitled to select (and change) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, in either case by giving the Company written notice thereof.   In the event of the Executive’s death or a judicial determination of the Executive’s incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to the Executive’s beneficiary(ies), estate or other legal representative(s).

14.8Entire Agreement.  This Agreement contains the entire agreement among the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.

14.9Representation.  Each party to this Agreement represents and warrants that it is fully authorized and empowered to enter into this Agreement and that the performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm or organization or any applicable laws or regulations.

14.10Survivorship.  The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s employment hereunder to the extent necessary to the intended preservation of such rights and obligations.

14.11Joint and Several Obligation.  Anything to the contrary notwithstanding in this Agreement, all of the monetary and non-monetary obligations of the Company in this Agreement shall be and are the joint and several obligations of the Company and the Subsidiaries.

14.12Joint Efforts/Counterparts.  Preparation of this Agreement shall be deemed to be joint effort of the parties hereto and shall not be construed more severely against any party.  This Agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[Signatures on following page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

“COMPANY”

ECONOSHARE, INC.

By:

/s/Krishna Menon, President

“EXECUTIVE”

/s/ GEORGE EVANS, individually

EX-10.2

Exhibit 10-2

EMPLOYMENT AGREEMENT

This Agreement (the “Agreement”) dated as of December 7, 2007 is made by and between ECONOSHARE, INC., a publicly-owned Nevada corporation (the “Company”) and KRISHNA MENON (the “Executive”).

RECITALS

WHEREAS, the Company desires to hire the Executive as, (1) a Member of the Board of Directors of the Company, (2) Chief Scientific Officer, and (3) President of the Company engaged in the oncological pharmaceutical and related or ancillary industries as the Company shall determine and the Executive is willing to accept such employment on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and other good and valuable consideration, the Company and the Executive hereby agree as follows:

1.Definitions

1.1“Affiliate” means any entity controlling, controlled by or under common control with the Company.

1.2“Board” means the Board of Directors of the Company.

1.3“Cause” means (a) the Executive is convicted of or pleads guilty to a felony involving dishonesty as against the Company or an Affiliate, (b) the Executive is convicted of a felony not involving the Company, and after exhausting all rights of appeal, is obligated to serve, and actually serves, ten (10) or more days in prison or pay a fine of more than One Hundred Thousand ($100,000) Dollars, or (c) the Executive, in carrying out the Executive’s duties and responsibilities under this Agreement, is guilty of gross neglect or gross misconduct resulting, in either case, in material economic harm to the Company to an Affiliate, unless such act, or failure to act, was reasonably believed by the Executive in good faith, using reasonable judgment under the circumstances, to be in the best interests of the Company

1.4“Commitment Date” means the date the Company receives a financing commitment in an amount of at least $4,000,000.

1.5“Date of Termination” means (a) in the case of a termination for which a Notice of Termination (as hereinafter defined in Section 6.5) is required, the date of actual receipt of such Notice of Termination or if later, the date specified therein, as the case may be, and (b) in all other cases, the actual date on which the Executive’s employment terminates during the Term of Employment (as hereinafter defined in Section 3) (it being understood that nothing contained in this definition of “Date of Termination” shall affect any of the cure rights provided to the Executive or the Company in this Agreement).

1.6“Disability” means the Executive’s inability to render, for a period of three consecutive months, services hereunder.

1.7“Good Reason” means and shall be deemed to exist if (a) without the Executive’s express prior written consent; the Executive is assigned any duties or responsibilities inconsistent in any material respect with the scope of the duties or responsibilities associated with the Executive’s title or positions, as set forth and described in Article 4 of this Agreement; (b) without the Executive’s express prior written consent, the Executive suffers, in any material respect, a reduction in the duties, responsibilities or effective authority associated with Executive’s titles and positions as set forth and described in Article 4 of this Agreement; (c) without the Executive’s express prior written consent, the Executive’s compensation under this Agreement is decreased, or the Executive’s benefits under employee benefit or health or welfare plans or programs of the Company are in the aggregate materially decreased; (d) the Company fails to obtain the full assumption of this Agreement by a successor entity in accordance with Section 11.2 of this Agreement; (e) the Company fails to use reasonable efforts to maintain, or cause to be maintained, directors and officers liability insurance coverage for the Executive as provided in Section 12.9 of this Agreement; or (f) the Company purports to terminate the Executive’s employment for Cause and the Company is not entitled to terminate this Agreement for Cause.

1.8“Person(s)” means any individual or entity of any kind or nature, including any other person as defined in Section 3(a)(9) of the Exchange Act, and as used in Sections 13(d) and 14(d) thereof.

2.Employment.  Subject to the terms and provisions set forth in this Agreement, the Company hereby employs the Executive during the Term of Employment as the Chief cientific Officer, President and Director.

3.Term of Employment.  The term of employment under this Agreement shall be deemed to commence as of the date set forth above (the “Commencement Date”) and, unless terminated earlier pursuant to the terms hereof, shall terminate on the third anniversary of the Commitment Date (the “Term of Employment”).

4.Positions, Responsibilities and Duties

4.1Positions.  During the Term of Employment, the Executive shall be employed as, and the Company shall at all times cause the Executive to be, (1) a Member of the Board of Directors of the Company, (2) Chief Scientific Officer, and (3) President of the Company and such future direct or indirect subsidiaries of the Company engaged in the oncological pharmaceutical industry and related or ancillary industries as the Company shall determine.  In such positions, the Executive shall have the duties, responsibilities and authority normally associated with such positions.  The Executive shall report solely and directly to the Board of Directors of the Company, and all employees of the Company and all of the Subsidiaries and such future direct or indirect subsidiaries of the Company engaged in the pharmaceutical industry for which the Executive serves as President shall report to Executive.

4.2Duties.  During the Term of Employment, the Executive shall devote such business time and attention to the business of the Company as the Executive deems necessary to perform faithfully and efficiently the duties and responsibilities contemplated by this Agreement; provided, however, that the Executive shall be allowed, to the extent such activities do not substantially interfere with the performance of the Executive’s duties and responsibilities hereunder, to (a) manage the Executive’s personal financial and legal affairs, and (b) engage in other businesses so long as they do not compete with the Company.

5.Compensation and Other Benefits

5.1Base Salary.  During the Term of Employment and commencing on the Commitment Date the Executive shall receive a base salary of $200,000 per annum during the first year of the Term, $300,000 during the second year of the Term and $400,000 during the third year of the Term (“Base Salary”) payable in equal monthly installments.

5.2Incentive Bonuses.  Acknowledging the vital nature to the Company’s business of filing and obtaining the approval of an Investigational New Drug (“IND”) Application, during the Term (and in addition to the Base Salary), the Executive shall be entitled to receive incentive cash bonus payments (the “Bonus”) determined in accordance with the following Schedule:

(a)           Upon receipt of the IND for the Company’s candidate Kevetrin, Executive shall receive a Bonus equal to:

(i)           $250,000 if received within ten (10) months of the Commitment Date;

(ii)           $150,000 if received within twelve (12) months of the Commitment Date;

(iii)                      $100,000 if received within sixteen (16) months of the Commitment Date; and

(iv)                      $0.00 if received sixteen (16) months after the Commitment Date.

(b)           Upon completion of Phase 1 of Kevetrin, with results allowing the Company to Commence Phase 2/3, Executive shall receive an additional cumulative Bonus equal to:

(i)           $450,000 if completed within eighteen (18) months of the Commitment Date;

(ii)           $350,000 if completed within twenty-four (24) months of the Commitment Date;

(iii)                      $150,000 if completed within twenty-eight (28) months of the Commitment Date; and

(iv)                      $0.00 if completed twenty-eight (28) months after the Commitment Date.

(c)           Upon the commencement of Phase 2/3 of the IND for Kevetrin, Executive shall receive an additional cumulative bonus equal to:

(i)           $500,000 if commenced within thirty-six (36) months of the Commitment Date;

(ii)           $350,000 if commenced within forty-two (42) months of the Commitment Date;

(iii)                      $150,000 if commenced within forty-eight (48) months of the Commitment Date; and

(iv)                      $0.00 if commenced forty-eight (48) months after the Commitment Date.

The Bonus shall be paid to the Executive in cash as soon as practicable after the end of the fiscal year to which it relates, but in any event no later than one hundred five (105) calendar days after the end of such fiscal year (and, to the extent there is any disagreement as to the amount thereof any amount acknowledged as payable by the Company shall be paid by such date).

5.3Incentive Retirement, and Savings Plans.  During the Term of Employment, the Executive shall be entitled to participate in all incentive, pension, retirement savings and other employee benefit plans and programs maintained by the Company and/or an Affiliate for the benefit of senior executives.

5.4Welfare Benefit Plans.  During the Term of Employment, the Executive, the Executive’s spouse and their eligible dependents, if any, shall be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company and/or the Subsidiaries, including, without limitation, all term life insurance, long term disability insurance, medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs.  All premiums and other costs and expenses associated with the participation by the Executive, his spouse and his eligible dependents, if any, in the plans and/or programs referenced herein, shall be borne in full by the Company.

5.5Expense Reimbursement.  During the Term of Employment the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing the Executive’s duties and responsibilities hereunder in accordance with the policies and procedures of the Company.  At the end of each fiscal year, the Executive and the Company shall in good faith reconcile any differences and disputes with respect to timing, right to reimbursement, reasonableness or documentation of any items of expense reimbursement, it being agreed that no dispute respecting any of the foregoing shall constitute a basis for the Executive or the Company (including the Subsidiaries) terminating or attempting to terminate this Agreement

5.6Vacation and Fringe Benefits.  During the Term of Employment, the Executive shall be entitled to such paid vacation, fringe benefits and perquisites as set forth in Schedule 5.7 or, if more favorable to the Executive, as provided by the Company at any time hereafter.

6.Termination

6.1Termination Due to Death or Disability.  The Company or the Executive may terminate the Executive’s employment hereunder due to his death or Disability.  In the event the Executive’s employment is terminated due to death or Disability, the Executive’s estate or Executive’s legal representative, as the case may be, shall be entitled to:

(a)(i) in the case of death, Base Salary continuation at the rate in effect (as provided for by Section 5.1 of this Agreement) on the Date of Termination for a period of three (3) months after the date of death, and (ii) in the case of Disability, $10,000 per month for so long as the Executive is subject to a Disability or for the unexpired portion of the Term.

(b)any Base Salary accrued or any Annual Bonus earned but not yet paid;

(c)a pro rata Annual Bonus for the calendar year in which death or Disability occurs (determined and payable in accordance with Section 5.2 of this Agreement);

(d)any deferred compensation not yet paid to the Executive (including, without limitation, interest or other credits on such deferred amounts) and any accrued vacation pay;

(e)reimbursement pursuant to Section 5.6 hereof or any other provision of this Agreement for expenses incurred but not yet paid prior to such death or Disability;

(f)in the case of death, any other compensation and befits as may be provided in accordance with the terms and provision of any applicable plans and programs of the Company and/or the Affiliates; and

(g)in the case of Disability, (i) continuation of the Executive’s health and welfare benefits (as described in Section 5.5 of this Agreement at the level in effect (as provided for by Section 5.5) on the Date of Termination through the end of the three-year period following the termination of the Executive’s employment due to Disability (or the Company shall provide the economic equivalent thereof), and (ii) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs of the Company.

With respect to the deferred compensation arrangements referred to in Sections 6.1(d), 6.2(c) and 6.3(d), to the extent that such deferred compensation arrangements provide by their terms for any deferral of payments in the event of death or Disability, termination with Cause or termination without Cause or for Good Reason, such payments shall be deferred in accordance with such arrangements to the extent required by the type of termination of this Agreement.  With respect to the other benefits referred to in Sections 6.1(g), 6.2(e) and 6.3(g), to the extent that such other benefit arrangements provide by their terms for any deferral of payments in the event of death or Disability, termination with Cause or determination without Cause or for Good Reason, such payments shall be deferred in accordance with such arrangements to the extent required by the type of termination of this Agreement

6.2Termination by the Company for Cause.  The Company may terminate the Executive’s employment hereunder for Cause as provided in this Section 6.2; provided that no act or omission referred to herein occurring prior to the Commencement Date shall constitute Cause.  If the Company terminates the Executive’s employment hereunder for Cause the Executive shall be entitled to:

(a)the Executive’s Base Salary at the rate in effect (as provided for by Section 5.1 of this Agreement) at the time of such termination through the Date of Termination;

(b)any Annual Bonus for the prior fiscal year not yet paid together with a pro-rata portion of the Annual Bonus for the calendar year in which termination occurs through the Date of Termination;

(c)any deferred compensation (including, without limitation interest or other credit on such deferred amounts) and any accrued vacation pay;

(d)reimbursement pursuant to Section 5.6 hereof or any other provision of this Agreement for expenses incurred, but not yet paid prior to such termination of employment; and

(e)any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs of the Company and/or the Subsidiaries.

In any case described in this Section 6.2, the Executive shall be given written notice, authorized (with Executive abstaining) by a vote of at least two thirds (2/3) of the members of the entire Board (excluding Executive), that the Company intends to terminate the Executive’s employment for Cause.  Such written notice, given in accordance with Section 6.6 of this Agreement shall specify the particular act or acts, or failure to act, which is or are the basis for the decision to so terminate the Executive’s employment for Cause.  The Executive shall be given the opportunity within ten (10) calendar days of the receipt of such notice to meet with the Board to defend such act or acts, or failure to act, and the Executive shall be given twenty (20) business days after such meeting to correct such act, acts or failure(s) to act, provided that the Executive shall not have the right to cure the acts described in Section 1.3(a) hereof.  Upon failure of the Executive, within such latter twenty (20) business day period, to correct such act, acts or failure(s) to act, the Executive’s employment by the Company shall automatically be terminated under this Section 6.2 for Cause as of the date determined in Section 1.4 of this Agreement; provided, however, if the act or acts, or the failure to act, which is or are the basis for the decision to terminate the Executive’s employment for Cause are incapable of being cured within the twenty (20) business day period and the Executive has commenced reasonable efforts to correct such act, acts or failure(s) to act within the twenty (20) day period, then the Executive’s employment shall not be terminated under this Section 6.2 for Cause and the Executive shall have a reasonable time period following the expiration of the twenty (20) business day period to correct such act, acts or failure(s) to act.

6.3           Termination with Good Reason.  The Executive may terminate the Executive’s employment hereunder for Good Reason.  If the Executive seeks to terminate the Executive’s employment hereunder for Good Reason, the Company shall be given written notice that the Executive intends to terminate the Executive’s employment for Good Reason.  Such written notice, given in accordance with Section 6.6 of this Agreement, shall specify the particular act or acts, or failure(s) to act, which is or are the basis for the Executive’s decision to so terminate the Executive’s employment for Good Reason.  The Company shall be given the opportunity within ten (10) calendar days of the receipt of such notice to meet with the Executive to defend such act or acts, or failure(s) to act, and the Company shall be given twenty (20) business days after such meeting to correct such act, acts or failure(s) to act provided that the Company shall nor have the right to correct the acts or failure(s) to act specified in clauses (c), (i) and (k) of the definition of Good Reason.  Upon failure of the Company, within such latter twenty (20) business day period, to correct such act, acts or failure(s) to act, the Executive’s employment by the Company shall automatically be terminated under this Section 6.3 for Good Reason as of the date of actual termination provided that the date of actual termination shall be ten (10) calendar days after receipt of the Executive’s notice if the Company does not have the right to correct such act(s) or failure(s) to act.

6.4No Mitigation; No Offset.  In the event of any termination of employment under this Section 6, the Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts paid or payable the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain.  Any amounts due under this Section 6 are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.

6.5Notice of Termination.  Any termination of the Executive by the Company or by the Executive for Good Reason shall be communicated by a notice of termination to the other party hereto given in accordance with Section 15.3 of this Agreement (the “Notice of Termination”).  Such notice shall (a) indicate the specific termination provision in this Agreement relied upon, (b) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (c) if the termination date is other than the date of receipt of such notice, specify the date on which the Executive’s employment is to be terminated (which date shall not be earlier than the date on which such notice is given).

6.6Payment.  Except as otherwise provided in this Agreement, any payments to which the Executive shall be entitled under this Section 6, including.  without limitation, any economic equivalent of any benefit shall be made as promptly as possible following the Date of Termination.  If the amount of any payment due to the Executive cannot be finally determined within ninety (90) days after the Date of Termination (by way of example only, pro rata bonuses determined pursuant to Section 6.8 hereof), such amount shall be estimated on a good faith basis by the Company and the estimated amount shall be paid no later than ninety (90) days after such Date of Termination.  As soon as practicable thereafter, the final determination of the amount due shall be made and any adjustment requiring a payment to or from the Executive shall be made as promptly as practicable.

6.7Disclosure of Termination.  Subject to the requirements of any Exchange on which securities of the Company may be listed or the securities laws, and except for terminations for Cause or the death or Disability of the Executive, any public disclosure of the termination of this Agreement by the Company shall be subject to prior review and approval by the Executive, which review and approval shall not be unreasonably withheld or delayed.

7.Key Man Life Insurance.  If requested by the Company, Executive will cooperate with the Company, at the Company’s expense, to obtain key man life insurance on the Executive’s life.

8.Non-exclusivity of Rights.  Except as provided in Section 5.3 hereof, nothing in this Agreement or any other provision of this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus incentive or other plan or program provided or maintained by the Company, the Subsidiaries or any other Affiliate and for which the Executive may qualify, nor shall anything herein limit or otherwise prejudice such rights as the Executive may have under any other existing or fixture agreements with the Company, the Subsidiaries or any Affiliate including, without limitation, any change of control agreements or any stock option or restricted stock agreements.  Except as otherwise expressly provided in this Agreement, amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plans or programs of the Company, the Subsidiaries or any other Affiliate at or subsequent to the Date of Termination shall be payable in accordance with such plans or programs.

9.Full Performance.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

10.Confidential Information.  The Executive shall not, during the Term of Employment and thereafter, without the prior express written consent of the Company, disclose any confidential information, knowledge or data relating to the Company, which (a) was obtained by the Executive in the course of the Executive’s employment with the Company, and (b) which is not information, knowledge or data otherwise in the public domain (other than by reason of a breach of this provision by the Executive), unless required to do so by a court of law or equity or by a governmental agency or other authority.  The Executive shall assign to the Company all inventions (whether or not patentable) and all other intellectual property developed by the Executive hereunder.  The Executive shall cooperate with the Company in obtaining patents or other intellectual property registrations as determined in good faith by the Company to be necessary or desirable.

11.Successors

11.1The Executive.  This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive, except that the Executive’s rights to receive any compensation or benefits under this Agreement may be transferred or disposed of pursuant to testamentary disposition, intestate succession or a qualified domestic relations order or in connection with a Disability.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s estate, heirs, beneficiaries and/or legal representatives.

11.2The Company.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.  The Company shall require any successor to all or substantially all of the business and/or assets of the Company or the Subsidiaries, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform had no such succession taken place.

12.Indemnification

12.1General.  The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”),  by reason of the fact that Executive is or was a director or officer of the Company, the Subsidiaries and/or any other Affiliate or is or was serving at the request of the Company, the Subsidiaries and/or any other Affiliate as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, whether or not the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, employee or agent while serving as a director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by Nevada law, as the same exists or may hereafter be amended, against all Expenses (as hereinafter defined in Section 13.2) incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if the Executive has ceased to be an officer, director or agent, or is no longer employed by the company and shall inure to the benefit of Executive’s heirs, executors and administrators.

12.2Expenses.  As used in this Article, the term “Expenses” shall include, without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements and costs, reasonable attorneys’ fees, reasonable accountants’ fees, and disbursements and costs of attachment or similar bonds, investigations, and any reasonable expenses of establishing a right to indemnification under this Agreement.

12.3Subrogation.  In the event of payment under this Article, the Company shall be subrogated to the extent of such payment to all the rights of recovery of the Executive.

12.4Partial Indemnification.  If the Executive is entitled under any provision of this Article to indemnification by the Company for some or a portion of any Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Executive for the portion of such Expenses to which the Executive is entitled.

12.5Advance of Expenses.  Expenses incurred by the Executive in connection with any Proceeding shall be paid by the Company in advance upon request of the Executive that the Company pay such Expenses, provided that prior to such advance the Executive shall provide the Company with a written undertaking to repay such advances to the Company if it shall ultimately be determined that he is not entitled to be indemnified as authorized under the Nevada Revised Statutes Corporation Law.

12.6Notice of Claim.  The Executive shall give to the Company notice of any claim made against the Executive for which indemnity will or could be sought under this Article.  In addition, the Executive shall give the Company such information and cooperation as it may reasonably require and as shall be within the Executive’s power and at such times and places as are convenient for the Executive.

12.7Defense of Claim.  With respect to any Proceeding as to which the Executive notifies the Company of the commencement thereof:

12.7.1The Company will be entitled to participate therein at its own expense; and

12.7.2Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense of the Executive, with counsel satisfactory to the Executive.  The Executive also shall have the right to employ the Executive’s own counsel in such action, suit or Proceeding and the reasonable fees and expenses of such counsel shall be at the expense of the Company.  The Company shall not be entitled to assume the defense of any action, suit or Proceeding brought by or on behalf of the Company or the Subsidiaries or as to which the Executive shall have concluded that there may be a conflict of interest between the Company or the Subsidiaries and the Executive in the conduct of the defense of such action.

12.7.3The Company shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent.  The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Executive without Executive’s written consent.  Neither the Company nor the Executive will unreasonably withhold or delay their consent to any proposed settlement.

12.8Non-exclusivity.  The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 13 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Subsidiaries, agreement, vote of stockholders or disinterested directors or otherwise.

12.9Directors and Officers Liability Policy.  The Company agrees to use commercially reasonable efforts to obtain a directors and officers liability insurance policy covering the Executive in an amount and in accordance with terms no less favorable than that policy in effect upon the Commencement Date.  The Company shall use its commercially reasonable efforts to maintain during the Term of Employment (and for so long thereafter as is practicable in the circumstances taking account of prevailing conditions as to availability of such insurance) coverage to the Executive in an amount at least equal to that maintained immediately prior to the Commencement Date.

13.Arbitration.  Any controversy or claim arising out of or relating to this Agreement or any portion thereof, shall be resolved by binding arbitration.  The arbitration shall be conducted in New York, New York in accordance with the arbitration rules promulgated and adopted by the American Arbitration Association, JAMS/Endispute or other reputable recognized alternative dispute resolution organization (hereinafter collectively referred to as “ADR”) chosen by the party demanding arbitration.  Any party may commence arbitration by sending a written demand for arbitration to the other party and filing such claim with the ADR and paying the appropriate filing fees.  The demand will state the dispute with reasonable particularity.  Subject to the availability of the neutral arbitrator, the arbitration hearing shall be commenced within the sixty (60) days following the date of appointment of the neutral arbitrator.  Unless the parties mutually agree on one arbitrator, the arbitration shall be conducted by a panel of three (3) qualified arbitrators, one (1) chosen by the Company, one (1) by the Executive and one (1) chosen by the first two (2) arbitrators so appointed.  If either party fails to designate an arbitrator within ten (10) days of receipt of the demand for arbitration, then it shall be deemed that the parties have agreed to have a single arbitrator.  The neutral arbitrator shall be chosen within twenty (20) days of receipt of the demand for arbitration.  If the parties or their respective arbitrators fail to agree upon a neutral arbitrator, then either party may apply to the Supreme Court of New York County, for an order appointing the neutral arbitrator.  Each party shall retain the right to cross-examine the opposing party’s witnesses.  Discovery shall be limited to one (1) deposition per side and one (1) demand for production and inspection of documents.  The majority decision of the arbitration panel shall be final, binding and conclusive on all parties (without any right of appeal therefrom) and shall not be subject to judicial review, other than as provided by law.  The fees for the neutral arbitrator and administration of the arbitration shall be divided between the parties.  As part of its decision, the arbitration panel may allocate the cost of arbitration, including fees of attorneys and experts, as it deems fair and equitable in light of all relevant circumstances.  The parties waive the right to a trial by jury.  The award of the arbitrator shall be in writing and shall set forth the basis upon which all issues submitted by the parties for decision has been decided.  Judgment on the award rendered by the arbitration panel may be entered in any court of competent jurisdiction.

14.Miscellaneous

14.1Applicable Law.  Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, applied without reference to principles of conflict of laws.

14.2Amendments.  This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

14.3Notices.  All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:                                                      Krishna Menon

[Home Address]

If to the Company:                                                      EconoShare, Inc.

187 Ballardvale St, Suite A225

Wilmington, Massachusetts 01887

or to such other address as either party shall have finished to the other in writing in accordance herewith.  Notices and communications shall be effective when actually received by the addressee.

14.4Withholding.  The Company may withhold from any amounts payable under this Agreement such federal, state and local income, unemployment, social security and similar employment related taxes and similar employment related withholdings as shall be required to be withheld pursuant to any applicable law or regulation.

14.5Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and any such provision which is not valid or enforceable in whole shall be enforced to the maximum extent permitted by law.

14.6Captions.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

14.7Beneficiaries/References.  The Executive shall be entitled to select (and change) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, in either case by giving the Company written notice thereof.   In the event of the Executive’s death or a judicial determination of the Executive’s incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to the Executive’s beneficiary(ies), estate or other legal representative(s).

14.8Entire Agreement.  This Agreement contains the entire agreement among the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.

14.9Representation.  Each party to this Agreement represents and warrants that it is fully authorized and empowered to enter into this Agreement and that the performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm or organization or any applicable laws or regulations.

14.10Survivorship.  The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s employment hereunder to the extent necessary to the intended preservation of such rights and obligations.

14.11Joint and Several Obligation.  Anything to the contrary notwithstanding in this Agreement, all of the monetary and non-monetary obligations of the Company in this Agreement shall be and are the joint and several obligations of the Company and the Subsidiaries.

14.12Joint Efforts/Counterparts.  Preparation of this Agreement shall be deemed to be joint effort of the parties hereto and shall not be construed more severely against any party.  This Agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[Signatures on following page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

“COMPANY”

ECONOSHARE, INC.

By:  /s/ George Evans

                                                                              George W. Evans, CEO

“EXECUTIVE”

        /s/ Krishna Menon, Individually

EX-10.3

Exhibit 10-3

COMPOUND ASSIGNMENT AGREEMENT

In consideration of the mutual promises set forth in this Compound Assignment Agreement (the "Agreement"), Dr. Krishna Menon, residing at 21 Rocky Road, Reading MA 01867  (the "Inventor") and Cellceutix Corporation, a Delaware corporation with an office at  760 Main St., Willmington Ma 01887 ("Cellceutix") agree as follows:

1.  Inventor assigns all of his/her right title and interest to the substance identified by the chemical structure set forth in Attachment A (the "Compound) to Cellceutix. The Compound is also known by the name KM 278  The term Compound includes all hydrates,salts and esters of the above-identified substance as well as individual enantiomers and any and all mixtures thereof.  The term Compound also includes any substances developed using the Compound as a starting material or intermediate or using the Compound as a model or template.

2.  The assignment of the rights to the Compound includes but is not limited to:

    a)all data relating to the Compound developed by the Inventor prior to the Agreement or hereafter;

    b)any patents, patent applications, trademarks and copyrights covering the Compound.

3.  The inventor agrees to provide reasonable assistance to Cellceutix in filing and prosecuting patent applications related to the Compound as well as in enforcing patents and other intellectual property relating to the Compound.  Cellceutix will reimburse the Inventor for any expenses reasonably incurred in providing this assistance.

4.  Cellceutix will use reasonable efforts to develop the Compound giving consideration to the funding available to Cellceutix.  If Cellceutix decides in the reasonable exercise of its business judgment to develop another substance in preference to the Compound, that will not be considered a breach of this agreement.

5.  Cellceutix will pay all expenses associated with developing the Compound.

6.  Cellceutix will pay the Inventor 5% of the Net Sales of the Compound for as long as there is a composition of matter patent in force in the country in which the sale takes place.  If no composition of matter patent is issued in a particular country, Cellceutix will pay the Inventor 3% of Net Sales in that country for a period of 10 years from the first commercial sale.

7.  This Agreement supercedes all prior agreements between the Inventor and Cellceutix and between the Inventor and any officer of Cellceutix.

8.  Cellceutix may assign this Agreement to any party that agrees to assume its obligations hereunder.  Cellceutix may license any of the rights granted hereunder in the reasonable exercise of its business judgment.

9.  This Agreement will be governed by the laws of the State of New York without giving effect to its rules on conflict of laws.  Any dispute arising under this agreement will be resolved by arbitration in New York City under the rules of the American Arbitration Association.

EX-10.4

Exhibit 10-4

COMPOUND ASSIGNMENT AGREEMENT

In consideration of the mutual promises set forth in this Compound Assignment Agreement (the "Agreement"), Dr. Krishna Menon, residing at 21 Rocky Road, Reading MA 01867  (the "Inventor") and Cellceutix Corporation, a Delaware corporation with an office at  760 Main St., Willmington Ma 01887 ("Cellceutix") agree as follows:

1.  Inventor assigns all of his/her right title and interest to the substance identified by the chemical structure set forth in Attachment A (the "Compound) to Cellceutix. The Compound is also known by the name KM 277 The term Compound includes all hydrates,salts and esters of the above-identified substance as well as individual enantiomers and any and all mixtures thereof.  The term Compound also includes any substances developed using the Compound as a starting material or intermediate or using the Compound as a model or template.

2.  The assignment of the rights to the Compound includes but is not limited to:

    a)all data relating to the Compound developed by the Inventor prior to the Agreement or hereafter;

    b)any patents, patent applications, trademarks and copyrights covering the Compound.

3.  The inventor agrees to provide reasonable assistance to Cellceutix in filing and prosecuting patent applications related to the Compound as well as in enforcing patents and other intellectual property relating to the Compound.  Cellceutix will reimburse the Inventor for any expenses reasonably incurred in providing this assistance.

4.  Cellceutix will use reasonable efforts to develop the Compound giving consideration to the funding available to Cellceutix.  If Cellceutix decides in the reasonable exercise of its business judgment to develop another substance in preference to the Compound, that will not be considered a breach of this agreement.

5.  Cellceutix will pay all expenses associated with developing the Compound.

6.  Cellceutix will pay the Inventor 5% of the Net Sales of the Compound for as long as there is a composition of matter patent in force in the country in which the sale takes place.  If no composition of matter patent is issued in a particular country, Cellceutix will pay the Inventor 3% of Net Sales in that country for a period of 10 years from the first commercial sale.

7.  This Agreement supercedes all prior agreements between the Inventor and Cellceutix and between the Inventor and any officer of Cellceutix.

8.  Cellceutix may assign this Agreement to any party that agrees to assume its obligations hereunder.  Cellceutix may license any of the rights granted hereunder in the reasonable exercise of its business judgment.

9.  This Agreement will be governed by the laws of the State of New York without giving effect to its rules on conflict of laws.  Any dispute arising under this agreement will be resolved by arbitration in New York City under the rules of the American Arbitration Association.

EX-10.5

Exhibit 10.5

COMPOUND ASSIGNMENT AGREEMENT

In consideration of the mutual promises set forth in this Compound Assignment Agreement (the "Agreement"), Dr. Krishna Menon, residing at 21 Rocky Road, Reading MA 01867  (the "Inventor") and Cellceutix Corporation, a Delaware corporation with an office at  760 Main St., Willmington Ma 01887 ("Cellceutix") agree as follows:

1.  Inventor assigns all of his/her right title and interest to the substance identified by the chemical structure set forth in Attachment A (the "Compound) to Cellceutix. The Compound is also known by the name KM 217362 The term Compound includes all hydrates,salts and esters of the above-identified substance as well as individual enantiomers and any and all mixtures thereof.  The term Compound also includes any substances developed using the Compound as a starting material or intermediate or using the Compound as a model or template.

2.  The assignment of the rights to the Compound includes but is not limited to:

    a)all data relating to the Compound developed by the Inventor prior to the Agreement or hereafter;

    b)any patents, patent applications, trademarks and copyrights covering the Compound.

3.  The inventor agrees to provide reasonable assistance to Cellceutix in filing and prosecuting patent applications related to the Compound as well as in enforcing patents and other intellectual property relating to the Compound.  Cellceutix will reimburse the Inventor for any expenses reasonably incurred in providing this assistance.

4.  Cellceutix will use reasonable efforts to develop the Compound giving consideration to the funding available to Cellceutix.  If Cellceutix decides in the reasonable exercise of its business judgment to develop another substance in preference to the Compound, that will not be considered a breach of this agreement.

5.  Cellceutix will pay all expenses associated with developing the Compound.

6.  Cellceutix will pay the Inventor 5% of the Net Sales of the Compound for as long as there is a composition of matter patent in force in the country in which the sale takes place.  If no composition of matter patent is issued in a particular country, Cellceutix will pay the Inventor 3% of Net Sales in that country for a period of 10 years from the first commercial sale.

7.  This Agreement supercedes all prior agreements between the Inventor and Cellceutix and between the Inventor and any officer of Cellceutix.

8.  Cellceutix may assign this Agreement to any party that agrees to assume its obligations hereunder.  Cellceutix may license any of the rights granted hereunder in the reasonable exercise of its business judgment.

9.  This Agreement will be governed by the laws of the State of New York without giving effect to its rules on conflict of laws.  Any dispute arising under this agreement will be resolved by arbitration in New York City under the rules of the American Arbitration Association.

 

EX-10.6

Exhibit 10.6

COMPOUND ASSIGNMENT AGREEMENT

In consideration of the mutual promises set forth in this Compound Assignment Agreement (the "Agreement"), Geetha Kamburath, , residing at Skanda Kripa, Payalore, Kerala, India )   (the "Inventor") and Cellceutix Corporation, a Delaware corporation with an office at  760 Main St., Willmington Ma 01887 ("Cellceutix") agree as follows:

1.  Inventor assigns all of his/her right title and interest to the substance identified by the chemical structure set forth in Attachment A (the "Compound) to Cellceutix. The Compound is also known by the name KM 32133  The term Compound includes all hydrates,salts and esters of the above-identified substance as well as individual enantiomers and any and all mixtures thereof.  The term Compound also includes any substances developed using the Compound as a starting material or intermediate or using the Compound as a model or template.

2.  The assignment of the rights to the Compound includes but is not limited to:

    a)all data relating to the Compound developed by the Inventor prior to the Agreement or hereafter;

    b)any patents, patent applications, trademarks and copyrights covering the Compound.

3.  The inventor agrees to provide reasonable assistance to Cellceutix in filing and prosecuting patent applications related to the Compound as well as in enforcing patents and other intellectual property relating to the Compound.  Cellceutix will reimburse the Inventor for any expenses reasonably incurred in providing this assistance.

4.  Cellceutix will use reasonable efforts to develop the Compound giving consideration to the funding available to Cellceutix.  If Cellceutix decides in the reasonable exercise of its business judgment to develop another substance in preference to the Compound, that will not be considered a breach of this agreement.

5.  Cellceutix will pay all expenses associated with developing the Compound.

6.  Cellceutix will pay the Inventor 5% of the Net Sales of the Compound for as long as there is a composition of matter patent in force in the country in which the sale takes place.  If no composition of matter patent is issued in a particular country, Cellceutix will pay the Inventor 3% of Net Sales in that country for a period of 10 years from the first commercial sale.

7.  This Agreement supercedes all prior agreements between the Inventor and Cellceutix and between the Inventor and any officer of Cellceutix.

8.  Cellceutix may assign this Agreement to any party that agrees to assume its obligations hereunder.  Cellceutix may license any of the rights granted hereunder in the reasonable exercise of its business judgment.

9.  This Agreement will be governed by the laws of the State of New York without giving effect to its rules on conflict of laws.  Any dispute arising under this agreement will be resolved by arbitration in New York City under the rules of the American Arbitration Association.

EX-10.7

Exhibit 10-7

COMPOUND ASSIGNMENT AGREEMENT

In consideration of the mutual promises set forth in this Compound Assignment Agreement (the "Agreement"), Dr. Krishna Menon, residing at 21 Rocky Road, Reading MA 01867  (the "Inventor") and Cellceutix Corporation, a Delaware corporation with an office at  760 Main St., Willmington Ma 01887 ("Cellceutix") agree as follows:

1.  Inventor assigns all of his/her right title and interest to the substance identified by the chemical structure set forth in Attachment A (the "Compound) to Cellceutix. The Compound is also known by the name Kevetrin. The term Compound includes all hydrates,salts and esters of the above-identified substance as well as individual enantiomers and any and all mixtures thereof.  The term Compound also includes any substances developed using the Compound as a starting material or intermediate or using the Compound as a model or template.

2.  The assignment of the rights to the Compound includes but is not limited to:

    a)all data relating to the Compound developed by the Inventor prior to the Agreement or hereafter;

    b)any patents, patent applications, trademarks and copyrights covering the Compound.

3.  The inventor agrees to provide reasonable assistance to Cellceutix in filing and prosecuting patent applications related to the Compound as well as in enforcing patents and other intellectual property relating to the Compound.  Cellceutix will reimburse the Inventor for any expenses reasonably incurred in providing this assistance.

4.  Cellceutix will use reasonable efforts to develop the Compound giving consideration to the funding available to Cellceutix.  If Cellceutix decides in the reasonable exercise of its business judgment to develop another substance in preference to the Compound, that will not be considered a breach of this agreement.

5.  Cellceutix will pay all expenses associated with developing the Compound.

6.  Cellceutix will pay the Inventor 5% of the Net Sales of the Compound for as long as there is a composition of matter patent in force in the country in which the sale takes place.  If no composition of matter patent is issued in a particular country, Cellceutix will pay the Inventor 3% of Net Sales in that country for a period of 10 years from the first commercial sale.

7.  This Agreement supercedes all prior agreements between the Inventor and Cellceutix and between the Inventor and any officer of Cellceutix.

8.  Cellceutix may assign this Agreement to any party that agrees to assume its obligations hereunder.  Cellceutix may license any of the rights granted hereunder in the reasonable exercise of its business judgment.

9.  This Agreement will be governed by the laws of the State of New York without giving effect to its rules on conflict of laws.  Any dispute arising under this agreement will be resolved by arbitration in New York City under the rules of the American Arbitration Association.

EX-10.8

Exhibit 10-8

COMPOUND ASSIGNMENT AGREEMENT

In consideration of the mutual promises set forth in this Compound Assignment Agreement (the "Agreement"), Adam Harris, residing at 18548 Kingbird Drive, Lutz, Pl   (the "Inventor") and Cellceutix Corporation, a Delaware corporation with an office at  760 Main St., Willmington Ma 01887 ("Cellceutix") agree as follows:

1.  Inventor assigns all of his/her right title and interest to the substance identified by the chemical structure set forth in Attachment A (the "Compound) to Cellceutix. The Compound is also known by the name KM3174  The term Compound includes all hydrates,salts and esters of the above-identified substance as well as individual enantiomers and any and all mixtures thereof.  The term Compound also includes any substances developed using the Compound as a starting material or intermediate or using the Compound as a model or template.

2.  The assignment of the rights to the Compound includes but is not limited to:

    a)all data relating to the Compound developed by the Inventor prior to the Agreement or hereafter;

    b)any patents, patent applications, trademarks and copyrights covering the Compound.

3.  The inventor agrees to provide reasonable assistance to Cellceutix in filing and prosecuting patent applications related to the Compound as well as in enforcing patents and other intellectual property relating to the Compound.  Cellceutix will reimburse the Inventor for any expenses reasonably incurred in providing this assistance.

4.  Cellceutix will use reasonable efforts to develop the Compound giving consideration to the funding available to Cellceutix.  If Cellceutix decides in the reasonable exercise of its business judgment to develop another substance in preference to the Compound, that will not be considered a breach of this agreement.

5.  Cellceutix will pay all expenses associated with developing the Compound.

6.  Cellceutix will pay the Inventor 5% of the Net Sales of the Compound for as long as there is a composition of matter patent in force in the country in which the sale takes place.  If no composition of matter patent is issued in a particular country, Cellceutix will pay the Inventor 3% of Net Sales in that country for a period of 10 years from the first commercial sale.

7.  This Agreement supercedes all prior agreements between the Inventor and Cellceutix and between the Inventor and any officer of Cellceutix.

8.  Cellceutix may assign this Agreement to any party that agrees to assume its obligations hereunder.  Cellceutix may license any of the rights granted hereunder in the reasonable exercise of its business judgment.

9.  This Agreement will be governed by the laws of the State of New York without giving effect to its rules on conflict of laws.  Any dispute arising under this agreement will be resolved by arbitration in New York City under the rules of the American Arbitration Association.

EX-10.9

EX-10.10

EX-10.11

Exhibit 10.11

EX-16.1

Exhibit 16

December 11, 2007

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Ladies and Gentlemen:

We are the former independent auditors for EconoShare, Inc. (the “Company”). We have read the Company’s current report on Form 8-K, dated December 11, 2007, and are in agreement with the disclosure in Item 4.01, in so far as it pertains to our firm. We have no basis to agree or disagree with other statements of the Company contained therein.

Yours very truly,

/s/ N. Blumenfrucht, CPA PC

N. BLUMENFRUCHT, CPA PC

EX-23.1

December 11, 2007

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Ladies and Gentlemen:

We are the former independent auditors for EconoShare, Inc. (the “Company”). We have read the Company’s current report on Form 8-K, dated December 11, 2007, and are in agreement with the disclosure in Item 4.01, in so far as it pertains to our firm. We have no basis to agree or disagree with other statements of the Company contained therein.

Yours very truly,

/s/ N. Blumenfrucht, CPA PC

N. BLUMENFRUCHT, CPA PC

EX-99.1

Exhibit 99.1

EX-4.1

leas1.jpg leas2.jpg lea3.jpg lease4.jpg signature1.jpg signature2.jpg signa3.jpg signa4.jpg signature6.jpg KM3174 figure1.jpg fig2.jpg figure2.jpg figure3.jpg lea1.jpg lea2.jpg lea.jpg lea4.jpg

EX-4.2

EX-4.3

EX-4.4

 

EX-4.5

 

EX-4.6

 

EX-4.7

EX-4.8

 

EX-4.10

EX-4.12

 

EX-4.13

EX-4.14

EX-4.15

EX-4.16

EX-4.9