ITEM 2. MANAGEMENT'S PLAN OF OPERATIONS

The following discussion of our plan of operations should be read together with the financial statements and related notes that are included elsewhere in this Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors," "Disclosure Regarding Forward-Looking Statements" or in other parts of this Form 10-Q. We undertake no obligation to update any information in our forward-looking statements except as required by law.

PATENT ACQUISITION INFORMATION

Hard to Treat began to internally develop the intellectual property rights during 2004, that were acquired by Cavit on May 31, 2006, as part of the operations of Hard to Treat's biotechnology division. During 2004, research and development commenced, which was the foundation for the first patent application being filed during December of 2004. As a result of additional research and development in 2005, two additional patent applications were filed in December 2005.

The boards of directors of Cavit Sciences and Hard to Treat determined the value of the intangible assets and related costs acquired to be $145,459; comprised of $56,997 in capitalized legal fees associated with the development of the rights from inception and $88,462 of direct research and development which are considered purchased R&D and have been expensed in the December 31, 2006 financial statements. The $145,459 carved out cost determined the value of the intangible assets. The acquisition costs do not include $47,060 of certain overhead expenses incurred by Hard to Treat during the development of the intellectual property rights from inception that began in 2004. The overhead expenses of $47,060 that were not part of the purchase price paid by Cavit included wages, rent, phone and other expenditures that Hard to Treat incurred to develop the intellectual properties.

Cavit was incorporated on April 12, 2006 and acquired intellectual property rights from Hard to Treat on May 31, 2006. In July 2006, Cavit acquired additional rights in some of these intellectual property rights, resulting in Cavit owning 100% of such rights.

During 2007, Cavit filed an additional PCT Utility patent application, six National Phase applications, and two Continuation-In-Part applications. Cavit's intellectual property rights currently consist of twelve patent applications.

At December 31, 2007 and 2006, due to Financial Accounting Standards, the Company recorded impairment charges of $250,000 and $86,997, respectively, which was primarily due to the fact that such assets and patents are not currently producing revenues or cash flows. The book value of the assets and patent application rights do not reflect the future potential of our supplement line and patents as the supplement line is being manufactured and the patent rights are still in the application phase.

During the three months ended June 30, 2008, the Company's intangible assets are comprised of $9,688 in capitalized legal fees relating to our intellectual property rights.

OVERVIEW

We are a development-stage company and have a limited operating history. Cavit Sciences, Inc. was formed on April 12, 2006, as a wholly owned subsidiary of Hard to Treat Diseases, Inc., to acquire certain intellectual property rights from Hard to Treat Diseases and to develop and market the acquired rights.

Major drug companies are interested in drugs that are safe and effective in treating and preventing certain indications and conditions, have secure intellectual property rights and have an available source and supply of the composition. Cavit's board has decided to focus on and to pursue the best course of action in the interest of patients and shareholders.

Our initial plan was to market our intellectual property rights to major drug companies. We have been and are currently negotiating with other drug companies regarding securing rights to their drug compositions. The combination of our current utility rights and the acquisition of composition rights should allow Cavit to develop market and commercialize these drugs successfully.

In addition, Cavit acquired a food supplement line during February 2007. The foundation of Cavit's two supplement lines were finalized during 2008. The core products in Cavit's supplement lines will enhance and improve the prostate, maintain and support the cardiovascular system, and beneficially effect arthritis and osteoporosis. Cavit's current products and formulas are the result of research and testing of the most effective ingredients with nutrients that support and supplement each other at the optimum dosage of each ingredient. Cavit intends to manufacture, market, distribute and commercialize a range of supplements to act as powerful antioxidants and immune enhancers which have beneficial effects upon many serious diseases.

Cavit relocated its operating facilities on May 8 and 9, 2008 for the benefit of the Company and its shareholders. Cavit's new facilities accommodate its corporate offices and provide ample room for the development of the food supplement lines. Manufacturing, warehousing and distribution is outsourced to third parties, resulting in substantial savings to Cavit.

The food supplement lines are an ideal match with our drug development process. In addition to creating a full range biotech company, the supplement lines will create a steady stream of cash flow to support the commercialization of our drugs.

Cavit's offshore line is AMERICARE HEALTH PRODUCTS(TM) and the premium maintenance formula line is MD Solution(TM).

We have not generated any profits since our entry into the biotechnology business, have no source of revenues and have incurred operating losses. We expect to incur additional operating losses for the foreseeable future. We do anticipate sources of revenues from our supplement lines in the near future.

RESULTS OF OPERATIONS:

Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007

Cavit has not had any revenue since its inception on April 12, 2006.

General and administrative expenses resulted in a loss from operations for the quarter ended June 30, 2008 of $92,577 compared with a loss of $182,916 for the quarter ended June 30,2007. This decrease in general and administrative expenses is primarily due to the Company's termination of a Consulting Agreement with Dr. D'Angelo, which is described in Note 9 SUBSEQUENT EVENTS listed above and in Item 1. Legal Proceedings, under Part II OTHER INFORMATION listed below.

The Company reported a net loss of $92,696 or ($.01) per share for the quarter ended June 30, 2008 and a net loss of $172,393, or ($0.01) per share for the quarter ended June 30, 2007.

Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

General and administrative expenses resulted in a loss from operations for the six months ended June 30, 2008 of $485,476 compared with a loss of $300,442 for the six months ended June 30,2007. This increase in general and administrative expenses is primarily due to the Company incurring additional wages, consulting and professional expenses.

The Company reported a net loss of $485,595 or $(0.03) per share for the six months ended June 30, 2008 and a net loss of $289,919, or ($0.02) per share for the six months ended June 30, 2007.

We need to obtain additional capital resources from sources including equity and/or debt financings, license arrangements, grants and/or collaborative research arrangements in order to develop products and continue Cavit's business. We need to raise additional working capital in order to have sufficient working capital to finance operations. Our current burn rate is approximately $8,000 per month excluding capital expenditures, wages and consulting fees. The timing and degree of any future capital requirements will depend on many factors, including:

Research and development - We expect to make investments in research and development in order to develop and market our technology. Research and development costs will consist primarily of general and administrative and operating expenses related to research and development activities. We will expense research and development costs as incurred. Property, plant and equipment for research and development that has an alternative future use will be capitalized and the related depreciation will be expensed as research and development costs. We expect our research and development expense to increase as we continue to invest in the development of our technology.

General and administrative - General and administrative expenses will consist primarily of salaries and benefits, office expense, professional services fees, and other corporate overhead costs. We anticipate increases in general and administrative expenses as we continue to develop and prepare for marketing of our technology.

OFF-BALANCE SHEET ARRANGEMENTS

As of August 18, 2008, we had no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our most significant judgments and estimates used in preparation of our consolidated financial statements.

Impairment of Long-Lived Assets. We review long-lived assets and certain identifiable assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, further impairment analysis is performed. An impairment loss is measured as the amount by which the carrying amount exceeds the fair value of assets.

Stock-Based Compensation. Effective September 26, 2006, we adopted the provisions of Statement of Financial Accounting Standards No.. 123R, "Share-Based Payment," which establishes accounting for equity instruments exchanged for employee service. We do not believe the adoption of these provisions will have an adverse effect on our financial statements.

Research and Development. The costs of materials and equipment or facilities that are acquired or constructed for research and development activities and that have alternative future uses will be capitalized as tangible assets when acquired or constructed. The cost of such materials consumed in research and development activities and the depreciation of such equipment or facilities used in those activities will be research and development costs. However, the costs of materials, equipment, or facilities acquired or constructed for research and development activities that have no alternative future uses will be considered research and development costs and will expensed at the time the costs are incurred.

GENERAL

Cavit Sciences, Inc., a Florida corporation (the "Company" or "Cavit") filed a Registration Statement with respect to its outstanding shares of common stock, $.01 par value. The Company's common stock is quoted on the OTC Bulletin Board. The registration statement filed with the Securities and Exchange Commission ("SEC") was declared effective on October 16, 2006. On the same date, the Company filed a Form 10-SB Registration Statement with the SEC, which caused the Company to become a reporting issuer under the Securities Exchange Act of 1934.

FORWARD LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties and other factors that may cause Cavit or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. The Company is under no duty to update any of the forward-looking statements after the date of this Form 10-Q to conform its prior statements to actual results.

Further, this Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements include, without limitation, all statements as to expectation or belief and statements as to our future results of operations, the progress of any research, product development and clinical programs, the need for, and timing of, additional capital and capital expenditures, partnering prospects, the protection of and the need for additional intellectual property rights, effects of regulations, the need for additional facilities and potential market opportunities. The Company's actual results may vary materially from those contained in such forward-looking statements because of risks to which the Company is subject, such as lack of available funding, competition from third parties, intellectual property rights of third parties, regulatory constraints, litigation and other risks to which the Company is subject.

OVERVIEW

We are a biotechnology company engaged in developing treatments of cancer and viral infections. Our strategy is to develop and commercialize intellectual property rights to treat, prevent and inhibit several major diseases, including cancers, viral infections, diseases associated with cancers and viral infections, opportunistic infections and enhancement of the immune system.

We currently own twelve patent applications.

Cancers and viral infections destroy the lives of millions of people each year. Drug companies are spending millions of dollars on research and testing in order to bring new drugs to market. Current treatments are normally expensive, painful and do not always promote better health.

In addition to the treatment of cancer and viral infections, our patent applications claim the treatment of numerous additional diseases. These substances act to increase the strength of the immune system by warding off, inhibiting and treating diseases.

LICENSES, PATENTS AND PROPRIETARY RIGHTS

We believe that proprietary protection of our technologies will be critical to the development of our business. We intend to protect our proprietary intellectual property through patents and other appropriate means. We rely upon trade secret protection for certain types of confidential and proprietary information and take active measures to control access to that information. We currently have non-disclosure agreements with all of our employees and consultants.

RESEARCH COLLABORATIONS

We anticipate entering into collaborative research agreements with academic and research institutions. We will use these agreements to enhance our research capabilities. In our industry, these agreements typically provide the industry partner with rights to license the intellectual property created through the collaboration. We may also enter into collaborative research agreements with other pharmaceutical companies if necessary to support the development and commercialization of our technology.

COMMERCIALIZATION THROUGH THIRD PARTIES

We may grant sublicenses for certain applications of our technologies. Sublicensing certain rights in our technology to pharmaceutical companies and other third parties help us to efficiently develop some applications of our technologies.

COMPETITION

The development of therapeutic cancer and viral infection products for human disease is intensely competitive. Major pharmaceutical companies currently offer a number of pharmaceutical products to treat cancers, infectious diseases and other diseases for which our technologies may be applicable. Many pharmaceutical and biotechnology companies are investigating new drugs and therapeutic approaches for the same purposes, which may achieve new efficacy profiles, extend the therapeutic window for these products, alter the prognosis of these diseases or prevent their onset. We believe our products, when and if successfully developed, will compete with these products on the basis of improved and extended efficacy and safety and their overall economic benefit to the health care system. We expect intense competition. Our most significant competitors will be fully integrated pharmaceutical companies and established biotechnology companies. Smaller companies may also be significant competitors, particularly through collaborative arrangements with large pharmaceutical or biotechnology companies. Many of our competitors have significant products in development that could compete with our potential products. Practically all of our competitors have more money and expertise than we have.

DESCRIPTION OF PROPERTY

Our principal executive and administrative offices have been recently relocated to Boca Raton, Florida at 1600 South Dixie Highway, Suite 500, Boca Raton, Florida 33432.

GOVERNMENT REGULATION

Our research and development activities and the future manufacturing and marketing of our potential products are, and will be, subject to regulation for safety and efficacy by a number of governmental authorities in the United States and other countries.

In the United States, pharmaceuticals, biological and medical devices are subject to Food and Drug Administration regulation. The Federal Food, Drug and Cosmetic Act, as amended, and the Public Health Service Act, as amended, the regulations promulgated thereunder, and other Federal and state statutes and regulations govern, among other things, the testing, manufacture, safety, efficacy, labeling, storage, export, record keeping, approval, marketing, advertising and promotion of our potential products. Product development and approval within this regulatory framework take several years, cost a lot of money and involve significant uncertainty.

We are also subject to regulations under the Occupational Safety and Health Act, the Environmental Protection Act, the Toxic Substances Control Act and other present and potential future foreign, Federal, state and local regulations.

EMPLOYEES

As of August 14, 2008, we had two full time employees, Mr. Colm King, who is our President and Chief Executive Officer, and Susan King, who is our Accountant and Administrator. We believe that our relations with our employees are good. Our employees are not represented by a union or covered by a collective bargaining agreement. We believe Mr. King is best suited to oversee the operations of Company during the next several months due to his intimate knowledge of our biotechnology business. From November 1, 2006 to January 18, 2008, Mr. Julio De Leon served as the Company's Chief Financial Officer on an independent contractor basis. As of January 21, 2008 Mr. Matthew J. Cohen became the Chief Financial Officer on an independent contractor basis. As of November 11, 2007, Miles Benzler became the Marketing Director on an independent contractor basis. We will actively recruit and hire a new chief operating officer and additional technical employees when funds become available. We intend to fill these posts with individuals having pharmaceutical and/or biotechnology experience and expertise.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in this prospectus before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks.

RISKS RELATED TO OUR BUSINESS

OUR INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The Independent Auditor's Report to our audited financial statements for the period ended December 31, 2007, included in Form 10-K filed with the Securities and Exchange Commission, indicated that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such doubts identified in the report include the fact that we currently have no source of revenue and we need to obtain adequate financing. If we are not able to continue as a going concern, it is likely that investors will lose all or a part of their investment.

WE ARE SERIOUSLY UNDERCAPITALIZED AND HAVE LIMITED LIQUIDITY.

Historically, Cavit has financed its operations primarily from the sale of its equity securities. As of June 30, 2008, Cavit had cash of approximately $24,500. Our current burn rate is approximately $8,000 per month excluding capital expenditures, wages and consulting fees. As a result of current financing, Cavit believes that it has sufficient working capital to fund operations through the end of September 2008. Thereafter, Cavit will need to raise additional capital to fund its working capital needs. Cavit does not have any material commitments from investors or any credit facilities available with financial institutions or any other third parties. Therefore, it is expected that Cavit will need to enter into agreements with investors or engage in best efforts sales of its securities to raise needed working capital. There is no assurance that we will be successful in any funding effort. The failure to raise such funds will necessitate the curtailment of operations and delay of the start of any additional testing.

WE DO NOT HAVE AN INDEPENDENT AUDIT OR COMPENSATION COMMITTEE.

Our audit and compensation committees are made up of members of our board of directors and are, therefore, not considered independent. The absence of an independent audit and compensation committee could lead to conflicts of interest between committee members and our officers and directors, which could work as a detriment to our shareholders.

WE ARE A DEVELOPMENT STAGE COMPANY AND WE HAVE NO SIGNIFICANT OPERATING HISTORY.

We are a development stage company that has not had prior operations. See "Management's Plan of Operations - Patent Acquisition Information" and "Description of Business - History of Intellectual Property Rights" for a more detailed discussion of prior operations. Our plans and businesses are "proposed" and "intended," but we may not be able to successfully implement them. Our primary business purpose is to collaborate with and market our intellectual property rights to major drug companies. We may not obtain sufficient capital or achieve a significant level of operations and, even if we do, we may not be able to conduct such operations on a profitable basis.

IF WE DO NOT SUCCESSFULLY COMMERCIALIZE OUR PRODUCTS, WE MAY NEVER ACHIEVE PROFITABILITY.

We have never commercially introduced a product. Our research and development programs are at an early stage. Potential drug candidates are subject to inherent risks of failure. These risks include the possibilities that no drug candidate will be found safe or effective, meet applicable regulatory standards or receive necessary regulatory clearances. Even safe and effective drug candidates may never be developed into commercially successful drugs. If we are unable to develop safe, commercially viable drugs, we may never achieve profitability and if we become profitable, we may not remain profitable.

AS A RESULT OF OUR INTENSELY COMPETITIVE INDUSTRY, WE MAY NOT GAIN ENOUGH MARKET SHARES TO BE PROFITABLE.

The biotechnology and pharmaceutical industries are intensely competitive. We have numerous competitors in the United States and elsewhere. Because we are pursuing potentially large markets, our competitors include major, multinational pharmaceutical and chemical companies, specialized biotechnology firms, universities and other research institutions. Several of these competitors have already successfully marketed and commercialized products that will compete with our products, assuming that our products gain regulatory approval.

Most of our competitors have greater financial resources, larger research and development staffs and more effective marketing and manufacturing organizations than we do. In addition, academic and government institutions have become increasingly aware of the commercial value of their research findings. These institutions are now more likely to enter into exclusive licensing agreements with commercial enterprises, including our competitors, to develop and market commercial products.

Our competitors may succeed in developing or licensing technologies and drugs that are more effective or less costly than any we are developing. Our competitors may succeed in obtaining FDA or other regulatory approvals for drug candidates before we do. If competing drug candidates prove to be more effective or less costly than our drug candidates, our drug candidates, even if approved for sale, may not be able to compete successfully with our competitors' existing products or new products we may develop. If we are unable to compete successfully, we will not be able to sell enough products at a price sufficient to permit us to generate profits.

EXISTING PRICING REGULATIONS AND REIMBURSEMENT LIMITATIONS MAY REDUCE OUR POTENTIAL PROFITS FROM THE SALE OF OUR PRODUCTS.

The requirements governing product licensing, pricing and reimbursement vary widely from country to country. Some countries require approval of the sale price of a drug before it can be marketed. In many countries, the pricing review period begins after product-licensing approval is granted. As a result, we may obtain regulatory approval for a drug candidate in a particular country, but then be subject to price regulations that reduce our profits from the sale of the product. In some foreign markets, pricing of prescription pharmaceuticals is subject to continuing government control even after initial marketing approval. In addition, certain governments may grant third parties a license to manufacture our product without our permission. Such compulsory licenses typically would be on terms that are less favorable to us and would have the effect of reducing our revenues.

. . .