CERTIFICATE OF INCORPORATION
                                       OF
                            Cancer Therapeutics, Inc.


                                 ARTICLE I. NAME

         The name of the corporation is Cancer Therapeutics, Inc.


                          ARTICLE II. REGISTERED OFFICE

         The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, in the County of New Castle, in the State of Delaware. The name of
the registered agent at such address is The Corporation Trust Company.


                              ARTICLE III. PURPOSE

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.


                            ARTICLE IV. CAPITAL STOCK

(a)  Common.      100,000,000 shares of Common stock having a par value of $.001
                  per share;

(b)  Preferred.  10,000,000 shares of Preferred stock having a par value of
                 $.001 per  share  and to be  issued  in  such  series  and to
                 have such  rights, preferences, and designation as determined
                 by the Board of Directors of the corporation


                          ARTICLE V. BOARD OF DIRECTORS

(a)  Number.     The number of directors  constituting the entire Board shall be
                 as fixed  from  time  to  time by vote  of a  majority  of the
                 entire  Board, provided,  however, that the number of directors
                 shall not be reduced so as to shorten the term of any director
                 at the time in office.

(b)  Vacancies.  Vacancies on the Board shall be filled by the affirmative  vote
                 of the majority of the  remaining  directors,  though less than
                 a quorum of the Board,  or by election at an annual meeting or
                 at a special  meeting of the stockholders called for that
                 purpose.





(c)               Election. The election of directors need not be by written
                  ballot.


                               ARTICLE VI. BYLAWS

         In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the Corporation.


                             ARTICLE VII. LIABILITY

         To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or as may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for or with respect to any acts or omissions in the performance of his or her
duties as a director of the Corporation. Any amendment or repeal of this Article
VI will not eliminate or reduce the affect of any right or protection of a
director of the Corporation existing immediately prior to such amendment or
repeal.


                           ARTICLE VIII. INCORPORATOR

         The name and mailing address of the incorporator is as follows:

                Kenneth I. Denos
                11585 South State St. Suite 102
                Draper, Utah 84020

         I, the undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying,
under penalties of perjury, that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 3rd day of
August, 2004.


                                        /s/ Kenneth I. Denos
                                        ----------------------------
                                        Kenneth I. Denos