SC 13G 1 zk62271.txt -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2006 Estimated average burden hours per response......11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 10549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ______)* LORUS THERAPEUTICS INC. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 544191109 -------------------------------------------------------------------------------- (CUSIP Number) February 23, 2006 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. Page 1 of 7 pages Cusip No. 544191109 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Technifund Inc. I.R.S. Identification No. - Not applicable -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [X] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization. Ontario, Canada -------------------------------------------------------------------------------- 5. Sole Voting Power 9,521,550 Number of ------------------------------------------------------------- Shares 6. Shared Voting Power Beneficially 0 Owned by ------------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 9,521,550 Person With: ------------------------------------------------------------- 8. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,521,550 -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9). 5.5% -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) HC -------------------------------------------------------------------------------- Page 2 of 7 pages -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Herbert Abramson I.R.S. Identification No. - Not applicable -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [X] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization. Ontario, Canada -------------------------------------------------------------------------------- 5. Sole Voting Power 9,602,850 Number of ------------------------------------------------------------- Shares 6. Shared Voting Power Beneficially 0 Owned by ------------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 9,602,850 Person With: ------------------------------------------------------------- 8. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,602,850 -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9). 5.5% -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- Page 3 of 7 pages ITEM 1. (a) NAME OF ISSUER: Lorus Therapeutics Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2 Meridian Road Toronto, Ontario M9W 4Z7 Canada ITEM 2. (a) NAMES OF PERSONS FILING: This joint filing statement is being filed by Technifund Inc. ("Technifund") and Herbert Abramson ("Abramson"). Technifund and Abramson are each sometimes referred to as a Reporting Person and, collectively, referred to as Reporting Persons. Technifund is an investment holding company, of which Abramson owns 100% of the outstanding capital stock and is President and sole Director. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: The business address for Technifund and Abramson is 1303 Yonge Street, Suite 101, Toronto, Ontario, Canada M4T 2Y9. (c) CITIZENSHIP: See Item 4 of the cover sheet for each Reporting Person. (d) TITLE OF CLASS OF SECURITIES: Common Stock, no par value (e) CUSIP NUMBER: 544191109 ITEM 3. NA ITEM 4. OWNERSHIP (a)-(c) The responses of the Reporting Persons to items 5 through 11 on the cover pages are incorporated herein by reference. As of the close of business on February 23, 2006, the Reporting Persons' aggregate beneficial ownership of Common Stock was 9,602,850 shares. Of this amount, 81,300 shares of Common Stock were held by Abramson and 9,521,550 shares of Common Stock were held by Technifund. Page 4 of 7 pages Abramson exercises sole voting and dispositive power over shares held by him and Technifund. Technifund exercises sole voting and dispositive power over the shares held by it. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. NA ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. See Items 2(a) and 4 above. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP See Exhibit 1 Joint Filing Agreement, dated February 24, 2006, by and between Abramson and Technifund. ITEM 9. NOTICE OF DISSOLUTION OF GROUP NA ITEM 10. CERTIFICATION (a) NA (b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 5 of 7 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 24, 2006 /S/ HERBERT ABRAMSON ------------------------ Herbert Abramson TECHNIFUND INC. By: /S/ HERBERT ABRAMSON ------------------------ Herbert Abramson President Page 6 of 7 pages EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 24, 2006, is by and among Herbert Abramson, an individual, and Technifund Inc., an Ontario, Canada corporation (collectively, the "Reporting Persons"). Each of the Reporting Persons may be required to file with the Securities and Exchange Commission a statement on Schedule 13G with respect to common shares of Lorus Therapeutics Inc., beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons hereby agree to file a single statement on Schedule 13G (and any amendments thereto) on behalf of each of them, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Reporting Persons upon one week's prior written notice or such lesser period of notice as the Reporting Persons may mutually agree. Executed and delivered as of the date first above written. Date: February 24, 2006 /S/ HERBERT ABRAMSON ------------------------ Herbert Abramson Technifund Inc. By: /S/ HERBERT ABRAMSON ------------------------ Herbert Abramson President Page 7 of 7 pages