Oncologix Tech 10Q 2013 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 10-Q

_________________

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: May 31, 2013

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to ______________________________

ONCOLOGIX TECH, INC.
(Name of Small Business Issuer as Specified in Its Charter)

Nevada	Commission File Number 0-15482	86-1006416
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

P.O. Box 8832

Grand Rapids, MI 49518-8832

(Address of principal executive offices)

(616) 977-9933

(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesþNoo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesþNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filero Accelerated FileroNon-accelerated Filero Smaller Reporting Companyþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yeso Noþ

As of July 15, 2013, there were 63,587,422 shares of common stock, par value $.001 per share, outstanding.

Transitional Small Business Disclosure Format (Check One): Yeso Noþ

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

Condensed Consolidated Balance Sheets as of May 31, 2013 (Unaudited) and August 31, 2012	1

Condensed Consolidated Statements of Operations (Unaudited) for the three and nine month periods
ended May 31, 2013 and May 31, 2012	2

Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine month period
ended May 31, 2013 and May 31, 2012	3

Notes to Condensed Consolidated Financial Statements (Unaudited)	4

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	24

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk	30

ITEM 4T. Controls and Procedures	30

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings	31

ITEM 1A. Risk Factors	31

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	31

ITEM 3. Defaults Upon Senior Securities	31

ITEM 4. Mine Safety Disclosures	31

ITEM 5. Other Information	31

ITEM 6. Exhibits	31

Signatures	32

PART I: FINANCIAL INFORMATION

ITEM 1. Financial Statements

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


	May 31,			August 31,
	2013			2012
ASSETS
Current Assets:
Cash and cash equivalents	$	(104	)	$	1,931
Accounts receivable (net of allowance of $3,000)		3,775		$	—
Inventory		22,000		$	—
Prepaid expenses and other current assets		39,951			2,993

Total current assets		65,622			4,924

Property and equipment (net of accumulated depreciation
of $9,873 and $8,916)		23,570			1,481
Deposits and other assets		10,050			—
Intangible assets		1,007,887			—
Patents, registrations		122,479			—

Total assets	$	1,229,608		$	6,405

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Convertible notes payable	$	125,000		$	—
Convertible notes payable		235,025			—
Notes payable		106,815			—
Notes payable - related parties		146,461			—
Accounts payable and other accrued expenses		637,441			142,990
Accrued interest payable		50,108			42,575
Accrued interest payable - related parties		69,914			48,216

Total current liabilities		1,370,764			233,781

Long-term liabilities:
Convertible notes payable - (net of discount of $0 and $0)		—			125,000
Convertible notes payable - related parties (net of discount of $0 and $0)		—			235,025

Total long-term liabilities		—			360,025

Total liabilities		1,370,764			593,806

Stockholders' Deficit:
Series A Preferred stock, par value $.001 per share; 10,000,000 shares authorized
129,062 and 129,062 shares issued and outstanding at
May 31, 2013 and August 31, 2012, respectively		129			129
Series D Preferred stock, par value $.001 per share; 10,000,000 shares authorized;
58,564 and 0 shares issued and outstanding at
May 31, 2013 and August 31, 2012, respectively		59			—
Common Stock, par value $.0001 per share; 200,000,000 authorized; 61,587,422 and 57,563,258 issued and outstanding at May 31, 2013 and August 31, 2012, respectively.		61,587			57,563
Additional paid-in capital		58,339,273			57,697,233
Accumulated deficit prior to reentering development stage		(58,546,718	)		(58,338,851	)
Deficit accumulated during the development stage		—			—
Noncontrolling interest		(3,486	)		(3,475	)
Common stock subscribed		8,000			—

Total stockholders' deficit		(141,156	)		(587,401	)

Total liabilities and stockholders' deficit	$	1,229,608		$	6,405

See accompanying notes to condensed consolidated financial statements.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2013 AND 2012




	For the Three Months Ended						For the Nine Months Ended
	May 31,			May 31,			May 31,			May 31,
	2013			2012			2013			2012

Revenues	$	28,998		$	—		$	28,998		$	—

Cost of revenues		22,069			—			22,069			—

Gross profit		6,929			—			6,929			—

Operating expenses:
General and administrative		98,564			29,533			179,032			98,743
Depreciation and amortization		688			95			867			355

Total operating expenses		99,252			29,628			179,899			99,098

Loss from operations		(92,323	)		(29,628	)		(172,970	)		(99,098	)

Other income (expense):
Interest and finance charges		(11,063	)		(2,680	)		(16,969	)		(8,079	)
Interest and finance charges - related parties		(3,653	)		(3,671	)		(10,931	)		(21,350	)
Loss on conversion of notes payable - related parties		—			—			(10,242	)		(70,000	)
Induced conversion expense		—			—			—			(25,402	)
Loss on disposal of assets		—			—			—			(110	)
Other income (expenses)		(165	)		—			3,235			—

Total other income (expense)		(14,881	)		(6,351	)		(34,907	)		(124,941	)

Loss from operations		(107,204	)		(35,979	)		(207,877	)		(224,039	)

Less loss attributable to noncontrolling interest		(4	)		(4	)		(11	)		(11	)

Net loss before income taxes		(107,200	)		(35,975	)		(207,866	)		(224,028	)

Income taxes		—			—			—			—

Net loss attributable to common shareholders	$	(107,200	)	$	(35,975	)	$	(207,866	)	$	(224,028	)

Loss per common share, basic and diluted:	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares
outstanding - basic and diluted		61,674,379			55,132,185			59,906,505			54,102,304

See accompanying notes to condensed consolidated financial statements.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED MAY 31, 2013 AND 2012

	For the Nine Months Ended
	May 31,			May 31,
	2013			2012
Operating activities:
Net loss	$	(207,877	)	$	(224,039	)

Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization		867			355
Loss on disposal of property and equipment		—			110
Amortization of discount on notes payable and warrants		—			10,000
Loss on conversion of notes payable - related parties		10,241			70,000
Induced conversion expense notes payable		—			25,402
Issuance of stock for fees		8,000			—
Beneficial conversion feature notes payable		—			—

Changes in operating assets and liabilities:
Accounts receivable		(3,006	)		—
Prepaid expenses and other current assets		5,196			6,522
Inventory		78,882			—
Deposits and other assets		—			—
Accounts payable and other accrued expenses		17,141			1,863
Accrued interest payable - related parties		10,931			11,117
Accrued interest payable		7,533			7,655

Net cash used in operating activities		(72,092	)		(91,015	)

Investing activities:
Purchase of property and equipment		—			(1,677	)
Acquisition of subsidiary		1,653			—

Net cash used in investing activities		1,653			(1,677	)

Financing activities:
Proceeds from issuance of convertible notes
payable - related parties		—			20,000
Proceeds from issuance of notes payable - related parties		33,361			20,000
Proceeds from issuance of notes payable		20,000			—
Proceeds from the issuance of common stock		40,000			75,000
Repayment of notes payable		(14,913	)		(6,236	)
Repayment of notes payable - related parties		(10,044	)		—
Repayment of convertible notes payable		—			—
Repayment of convertible notes payable - related parties		—			(20,000	)

Net cash provided by financing activities		68,404			88,764

Net increase (decrease) in cash and cash equivalents		(2,035	)		(3,928	)

Cash and cash equivalents, beginning of period		1,931			11,067

Cash and cash equivalents, end of period	$	(104	)	$	7,139

See accompanying notes to condensed consolidated financial statements.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF THE COMPANY

We were originally formed in 1995 as "Wavetech, Inc." a New Jersey corporation and changed our corporate domicile to Nevada in December 1997, by merging into a Nevada corporation named, "Interpretel International, Inc." We subsequently changed our name, first to "Wavetech International, Inc." and then, in 2000, to "BestNet Communications Corp." Our business at the time was to provide worldwide long distance telephone communication and teleconferencing services to commercial and residential consumers through the internet. That business was never profitable and we were able to continue it only by repeated equity and debt financings. Accordingly, during December 2006, we determined to dispose of that business and sold it during February 2007.

We entered the medical device business at the end of July 2006 through the acquisition of JDA Medical Technologies, Inc. ("JDA"), a development stage company, which was merged into our wholly owned subsidiary, Oncologix Corporation. On January 22, 2007, we changed our name to Oncologix Tech, Inc., to reflect this new business. During June 2007, we moved our principal offices from Grand Rapids, Michigan, to our offices at 3725 Lawrenceville-Suwanee Road, Suite B-4, Suwanee, Georgia, 30024, telephone (770) 831-8818. At that address, our business was the development of a medical device for brachytherapy (radiation therapy), called the “Oncosphere” (or “Oncosphere System”), for the advanced medical treatment of soft tissue cancers. It is a radioactive micro-particle designed to deliver therapeutic radiation directly to a tumor site by introducing the micro-particles into the artery that feeds the tumor tissue. Its first application is expected to be the treatment of liver cancer. Due to a lack of funding, we suspended these development activities on December 31, 2007, whereupon we closed the offices in Suwanee Georgia.

Our correct mailing address is P.O. Box 8832, Grand Rapids, MI 49518-8832, telephone (616) 977-9933.

During May 2008, we determined to dispose of most of the assets related to the development of the Oncosphere.

In February 2009, we entered into a Technology Agreement with Institut für Umwelttechnologien GmbH, a German Company (“IUT”) whereunder the parties have agreed that:

(a)

The Company has granted an exclusive license to a new IUT subsidiary, called “IUTM”, to develop and manufacture products based on the Company’s proprietary information. This proprietary information is not based on the technology that had been subject to the Master License Agreement with the University of Maryland – Baltimore. The Company has also transferred to IUTM a number of items of laboratory equipment and inventory useful in connection with the licensed information.

(b)

The Company retains rights to market products based on such information as well as first consideration for marketing rights for other possible IUTM products.

(c)

In consideration of the license, the Company has received a 10% equity interest in IUTM, which is organized as a private German limited liability company and IUT has assumed approximately $82,000 of the Company’s indebtedness.

(d)

The Company’s marketing rights have been transferred to its subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary.

In addition, on April 7, 2009, the Company entered into a Termination Agreement with the University of Maryland – Baltimore, The Master License Agreement between the Company and the University has been formally terminated and each party has released the other from all liabilities arising under the Master License Agreement.

-4-

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We have been advised that IUTM is continuing the development of a brachytherapy device generally as described above but based on proprietary technology not developed by the University of Maryland. During recent discussions with IUTM management, the prior understandings were reaffirmed. While our Management is optimistic as to the outcome of those discussions and future success, it is not possible to predict the probabilities of success with any degree of certainty.

On September 23, 2010, the Company signed a Memorandum of Understanding with Institut für Umwelttechnologien GmbH and IUT Medical GMBH confirming certain understandings among the parties with respect to their future relationships and business activities as originally contemplated in their Technology Agreement of February 27, 2009, which was reaffirmed.

On May 19, 2011, the Company affected a one-for-four reverse stock split. All share and per share information has been restated to retroactively show the effect of this stock split. The reverse split was approved by a majority of the Company’s shareholders on March 24, 2011.

On March 22, 2013, the Company acquired 1,000 common stock shares, representing all the outstanding common stock of Dotolo Research Corporation (“Dotolo”), a medical device company, for 58,564 shares of a newly created Series D Convertible Preferred Stock. The Series D Convertible Preferred Stock shares are convertible after March 1, 2014 into 1,000 shares of common stock each. Please see Note 3 below for further detailed discussions of this acquisition and Note 6 for further description of the Series D Convertible Preferred Stock. Operations have not been up to previous levels due primarily to a lack of monies available to produce and move inventory in Dotolo. Due the activity of Dotolo, management has determined that we are no longer in the development stage.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management's estimates and assumptions. Interim results are not necessarily indicative of results for a full year.

CONSOLIDATION

The condensed consolidated financial statements for the three and nine months ended May 31, 2013 and 2012 include the accounts of Oncologix Tech, Inc. and its wholly owned subsidiaries, Dotolo Research Corporation, Oncologix Corporation (90% Owned), Interpretel Inc., Telplex International and International Environment Corporation collectively the Company. Oncologix Corporation is a Nevada corporation. Interpretel Inc., Telplex International and International Environment Corporation are inactive corporations. All significant intercompany accounts and transactions have been eliminated in consolidation.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

USE OF ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportable amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

Revenue is recognized by the Company when all the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the seller’s price to the buyer is fixed and determinable; and collectability is reasonably assured. Currently the company does not have products to sell.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments, with an initial maturity of three (3) months or less to be cash equivalents.

ACCOUNTS RECEIVABLE

The Company’s receivables are subject to credit risk, and the Company typically does not require collateral on its accounts receivable. Receivables are generally due within 30 days. The Company maintains an allowance for uncollectable receivables that reduces the receivables to amounts that are expected to be collected.

INVENTORY

Inventories are stated at costs and are held on a first-in, first-out basis.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the related assets as follows:

	Furniture and fixtures	5 to 10 years
	Computer equipment	5 years
	Equipment	5 to 10 years
	Software	3 to 5 years

The cost of maintenance and repairs is charged to expense in the period incurred. Expenditures that increase the useful lives of assets are capitalized and depreciated over the remaining useful lives of the assets. When items are retired or disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

-6-

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

LONG-LIVED ASSETS

ASC 360 – Property, Plant and Equipment addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment or whether the remaining balance of property and equipment, or other long-lived assets, should be evaluated for possible impairment. Instances that may lead to an impairment include: (i) a significant decrease in the market price of a long-lived asset group; (ii) a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an adverse action or assessment by a regulatory agency; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or asset group; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or (vi) a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

An estimate of the related undiscounted cash flows, excluding interest, over the remaining life of the property and equipment and long-lived assets is used in assessing recoverability. Impairment loss is measured by the amount which the carrying amount of the asset(s) exceeds the fair value of the asset(s). The Company primarily employs two methodologies for determining the fair value of a long-lived asset: (i) the amount at which the asset could be bought or sold in a current transaction between willing parties or (ii) the present value of estimated expected future cash flows grouped at the lowest level for which there are identifiable independent cash flows.

OTHER INTANGIBLE ASSETS

The Company will Adopt Accounting Standards Update 2011-08 “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment (“ASU 2011-08”) in the fourth quarter of fiscal 2013 due to its recent acquisition of Dotolo Research Corporation. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely that not that the fair value of a reporting unit is less than its carrying amount.

The Company evaluates the recoverability of its indefinite lived intangible assets, which consist of Dotolo Research Corporation, based on estimates of future royalty payments that are avoided through its ownership of the intangibles and patents, discounted to their present value. In determining the estimated fair value of the intangibles and patents, management considers current and projected future levels of revenue based on its plans for Dotolo, business trends, prospects and market and economic conditions. See Note 3 – Acquisitions for further information on the acquisition of Dotolo.

NONCONTROLLING INTEREST

ASC 810 - Consolidation addresses the accounting and reporting standards for ownership interest in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest, and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. During fiscal 2009, the Company issued a ten percent interest in its subsidiary, Oncologix Corporation, to IUTM as required in a technology agreement. The Company valued this interest at $212. Through May 31, 2013, the Company has allocated $3,698 losses to its non-controlling interest. The Company has adopted ASC 810 to account for this non-controlling interest.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ADVERTISING COSTS

Advertising costs included with selling, general and administrative expenses in the accompanying consolidated statements of operations were nil for the three and nine months ended May 31, 2013 and 2012. Such costs are expensed when incurred.

INCOME TAXES

The Company adopted the provisions of FASB ASC 740 - Income Taxes provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Income taxes are determined using the asset and liability method. This method gives consideration to the future tax consequences associated with temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable, accrued expenses, and notes payable approximate fair value.

STOCK-BASED COMPENSATION

The Company has two stock-based compensation plans, which are described more fully in Note 6. The Company accounts for stock-based compensation in accordance with ASC 718. Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model. The fair value of all awards is amortized on a straight-line basis over the vesting periods. The expected term of awards granted represent the period of time they are expected to be outstanding. The Company determines the expected term based on historical experience with similar awards, giving consideration to the contractual terms and vesting schedules. The Company estimates the expected volatility of its common stock at the date of grant based on the historical volatility of its common stock. The risk-free interest rate is based on the U.S. treasury security rate estimated for the expected life of the options at the date of grant. If actual results differ significantly from estimates, stock-based compensation could be impacted.

CONVERTIBLE DEBT

Interest on convertible debt is calculated using the simple interest method. The company recognizes a beneficial conversion feature to the extent the conversion price is less than the closing stock price on the issuance of the convertible notes. The Company also follows ASC 470-50 and ASC 470-20 regarding changes in the terms of the convertible notes and the induced conversion of its convertible debt.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year presentation.

-8-

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NET LOSS PER COMMON SHARE

Basic earnings (loss) per share is calculated under the provisions of ASC 260 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is calculated by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated based on the weighted average number of common shares outstanding during the period plus the dilutive effect of common stock purchase warrants and stock options using the treasury stock method and the dilutive effects of convertible notes payable and convertible preferred stock using the if-converted method. On Basic and diluted earnings per share for the three and nine months ended May 31, 2013 and 2012 are as follows:

	For the Three Months Ended						For the Nine Months Ended
	May 31,			May 31,			May 31,			May 31,
	2013			2012			2013			2012


Net loss attributable to common shareholders	$	(107,200	)	$	(35,975	)	$	(207,866	)	$	(224,028	)

Weighted average shares outstanding		61,674,379			55,132,185			59,906,505			54,102,304

Loss per common share, basic and diluted:	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Due to the net losses during the three and nine months ended May 31, 2013 and 2012, basic and diluted loss per share was the same, as the effect of potentially dilutive securities would have been anti-dilutive. Shares attributable to convertible notes, stock options, preferred stock and warrants not included the diluted loss per share calculation. Below lists all dilutive securities as of May 31, 2013 and, 2012:

	As of
	May 31,		May 31,
	2013		2012
		Underlying		Underlying
Description		Common Shares		Common Shares
Convertible preferred stock		58,628,531		64,531
Convertible notes payable		5,383,460		1,383,459
Options		242,085		297,085
Warrants		—		—

Total potentially dilutive securities		64,254,076		1,745,075

SEGMENT INFORMATION

ASC 280-10 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief decision maker in deciding how to allocate resources and in assessing performance. The Company identifies its reportable segments based on its management structure and the financial data utilized by the chief operating decision makes to assess segment performance. Currently the Company has one operating segment: medical device.

RECENT ACCOUNTING PRONOUNCEMENTS

We have evaluated all Accounting Standards Updates through the date the financial statements were issued and do not believe any will have a material impact.

-9-

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NEW ACCOUNTING STANDARD

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2012-02 “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). ASU 2012-02 permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. Under the amendments in ASU 2012-02, an entity is not required to calculate the fair value of an indefinite-lived intangible asset unless it determines that it is more likely than not that the fair value of the asset is less than its carrying amount. An entity also will have the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. ASU 2012-02 is effective for interim and annual indefinite-lived intangible asset impairment tests performed for fiscal years beginning on or after September 15, 2012, with early adoption permitted. The Company’s adoption of ASU 2012-02 is not expected to have an impact on its consolidated financial statements.

NOTE 3 – ACQUISITIONS

On March 22, 2013, the Company acquired all of the outstanding shares of common stock of Dotolo Research Corporation (“Dotolo”), a medical device company. With this recent acquisition, the company continued on its mission to facilitate the controlling interests and acquisition of medical device, health care service, medical distribution and emerging health care technology companies. This business model creates a complete business solution of unlimited marketing and revenues opportunities. Our model combines certain natural relationships of medical device products with related but distinct products, services, markets and opportunities. The combined sales, marketing, and operational synergies will enable the Company and our business units to provide a wide variety of complete technology solutions at significant cost savings.

While operations have commenced with Dotolo, the revenues have not been significant since the acquisition. This is primarily due to a lack of monies available to invest into Dotolo. Accordingly, the company still remains in the development stage.

The acquisition was accounted for using the acquisition method of accounting and the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. Identifiable intangible assets include patents, trade name and customer list. The purchase price consisted of the issuance 58,564 shares of a newly created Series D Convertible Preferred Stock (60,000 shares of Series D Preferred Stock designated). On March 22, 2013, the issued shares had a fair market value of $585,640 based on the fair market value of the underlying common stock shares. The issued Series D Convertible Preferred Stock have a liquidation value of approximately $4,700,000 and are convertible anytime after March 1, 2014 into 1,000 shares of common stock each. Please see Note 6 for a further description of the Series D Convertible Preferred Stock.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The purchase price was allocated to assets acquired and liabilities assumed as follows:


Cash and cash equivalents	$	1,653
Accounts receivable (net)		769
Inventory		100,882
Prepaid expenses and other current assets		31,750
Property and equipment		22,957
Deposits and other assets		10,050
Intangible assets		1,007,887
Patents, registrations		122,479

Total assets acquired	$	1,298,427

Accounts payable and other accrued expenses	$	368,446
Notes payable		84,323
Notes payable - related parties		140,100
Accrued interest payable - related parties		11,053

Total liabilities assumed	$	603,922

NOTE 4 — GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses from operations over the past several years and anticipates additional losses in fiscal 2013 and prior to achieving breakeven.

With the acquisition of Dotolo Research Corporation (“Dotolo”) on March 22, 2013, we anticipate that we will require approximately $500,000 to operate through December 2013. The required operating capital was calculated without regard to repaying any outstanding accounts payable, convertible or non-convertible notes payable, as well as the possibility of funding the future marketing costs for our joint venture with IUTM as described in Notes 4 and 8. This funding will allow us to meet our current sales demands and expenses of Dotolo and Oncologix, while keeping our public filings current. Our Company has never been profitable and we have had to rely on debt and equity financings to fund operations. There is no assurance that the business activities of Dotolo Research Corporation will achieve breakeven status by the end of 2013. Significant delays in achieving breakeven status could affect the ability to obtain future debt and equity funding. These factors raise substantial doubt about the Company’s ability to continue as a going concern. After auditing our financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. Currently there is a substantial doubt in the Company’s ability to continue as a going concern.

On May 19, 2011, the Company affected a 1 for 4 reverse stock split. This reverse split will give the Company the ability to raise additional operating funds for both our potential joint ventures, and to fund further ongoing operations. While there is no guarantee that funds will be available, we believe this reverse split will allow us to consummate our joint ventures and move towards a positive cash flow position.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE:

Convertible notes payable consist of the following as of May 31, 2013 and August 31, 2012:

	May 31,			August 31,
	2013			2012

8.0% convertible notes due September 30, 2013	$	125,000		$	125,000


Total unsecured convertible notes payable		125,000			125,000
Less: Current portion		(125,000	)		—

Long-term portion	$	—		$	125,000

During May and June 2007, we issued nine Convertible Promissory Notes in an aggregate principal amount of $700,000. These Convertible Promissory Notes were due May 7, 2008, bore interest at the rate of 8% per annum and were convertible into our common stock at a rate of $1.00. Eight of these notes were converted into common stock in fiscal 2009. The remaining Convertible Promissory Note, in the principal amount of $125,000, was extended on January 28, 2010 initially to March 31, 2012 and then extended to September 30, 2013. In conjunction with the initial extension, the conversion price was reduced to $0.60. As of May 31, 2013, the Company has accrued interest in the amount of $50,055.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONVERTIBLE RELATED PARTY NOTES PAYABLE:

Convertible related party notes payable consist of the following as of May 31, 2013 and August 31, 2012:

	May 31,			August 31,
	2013			2012

6.0% convertible note due September 30, 2013 (1)	$	235,025		$	235,025


Total unsecured related party convertible notes payable		235,025			235,025
Less: Current portion		(235,025	)		—

Long-term portion	$	—		$	235,025

(1) Note payable to former CEO who resigned 4/1/09 and still remains a director of our subsidiary.

On April 1, 2009, we issued to Ms. Lindstrom, our former Chief Executive Officer and current member of our subsidiary’s Board of Directors, a convertible promissory note in lieu of payment of $235,025 in accrued salary owed to Ms. Lindstrom. This note accrues interest at a rate of 6% per annum and was originally due on March 31, 2012. The note is convertible into shares of the Company’s common stock at a rate of $0.20 per common share. Ms. Lindstrom signed an abstention to convert this note until June 01, 2011. On March 16, 2012, Ms. Lindstrom agreed to extend the due date of the note to September 30, 2013. There was no beneficial conversion feature recognized upon the issuance of this note. As of May 31, 2013, the Company has accrued interest in the amount of $56,763.

On February 8, 2013, the Company issued a 30-Day convertible promissory note to Anthony Silverman, its former President and CEO, in the principal amount of $10,242. This convertible note was issued to pay off a previously issued 90-Day promissory note. This note bears interest at 6% and is convertible into the company’s common stock at $0.01 per shares. On February 8, 2013, Mr. Silverman elected to convert the note and accrued interest into 1,024,164 shares of common stock. The Company also recorded a $10,242 loss on the conversion of this note.

RELATED PARTY NOTES PAYABLE:

	May 31,		August 31,
	2013		2012
6.0% note due August 31, 2013 (1)	$	2,686	$	—
6.0% note due July 31, 2013 (2)	$	10,675
Note payable (3)	$	133,100
				—

Outstanding unsecured related party notes payable	$	146,461	$	—

(1) Note payable to former CEO who resigned 3/21/13.
(2) Note payable to current CEO.
(3) Note payable to current CEO payable from subsidiary, Dotolo Research Corporation. No stated interest or due date

On September 14, 2012, the Company issued a 90-Day promissory note to Anthony Silverman, its President and CEO, in the principal amount of $10,000. The note bore interest at 6% per annum. This note was further extended to February 11, 2013. On February 8, 2013, this note was paid off together with accrued interest of $242 by the issuance of a convertible promissory note. Please see Convertible Related Party Notes Payable for further information.

On October 11, 2012, the Company issued a 30-Day promissory note to Anthony Silverman, its President and CEO, in the principal amount of $5,000. The note bore an interest rate of 6%. This note was paid off, together with accrued interest of $5 on October 17, 2012.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On November 23, 2012 the Company issued a 90-Day promissory note to Anthony Silverman, its President and CEO, in the principal amount of $5,000. The note bore interest at 6% per annum. This note was paid off, together with accrued interest of $39 on January 9, 2013.

On March 8, 2013, the Company issued a 60-Day promissory note to Anthony Silverman, its former President and CEO, in the principal amount of $2,686. The note bears an interest rate of 6% and the due date has been extended to August 31, 2013. As of May 31, 2013, the Company has accrued interest of $37.

On April 26, 2013, the Company issued a 10-Day promissory note to Wayne Erwin, its President and CEO, in the principal amount of $10,675. The note bears an interest rate of 6% and the due date has been extended to July 31, 2013. As of May 31, 2013, the Company has accrued interest of $61.

During the last 15 months, Wayne Erwin, our President and CEO, has advanced a total of $133,100 directly to Dotolo in an open advance account. To date we have accrued $11,053 in interest. There is no specific due date on this note.

OTHER NOTES PAYABLE:

	May 31,		August 31,
	2013		2012
9.27% note payable due August 31, 2013	$	4,256	$	—
18% note payable due August 27, 2013	$	30,000
18% note payable due September 17, 2013	$	20,000
Note payable	$	28,660
Time payment lease due January 2014	$	3,899
12% note payable due May 23, 2014	$	20,000


Outstanding unsecured related party convertible notes payable	$	106,815	$	—

On October 31, 2012, the Company entered into a note payable agreement to finance $10,404 of directors and officer’s insurance premiums. The note bears interest at a rate of 9.27% per annum and is due in ten monthly installments of $1,085, including principal and interest, beginning on November 30, 2012. In May 2013 we defaulted on this note and our directors and officers insurance coverage has lapsed as of May 2, 2013.

On February 27, 2013 our subsidiary Dotolo, entered into a note payable agreement to provide funding to its subsidiary in the principal amount of $30,000. The note bears interest at 18% payable monthly on the 15th and is due in full on August 27, 2013.

On March 17, 2013 our subsidiary Dotolo, entered into a note payable agreement to provide funding to its subsidiary in the principal amount of $20,000. The note bears interest at 18% payable monthly on the 15th and is due in full on September 17, 2013.

During April 2012, our subsidiary Dotolo, entered into a financing agreement to provide up to $150,000 in funding for the subsidiary. The financing agreement was due in January 2013. After repayments, we currently owe $28,660 which is currently in default. We are currently working with the lender on repayment.

Our subsidiary has a time lease payment which is due to be paid off in January 2014.

On May 23, 2013, the Company issued a one year note in the amount of $20,000. The note bears and interest rate of 12% per annum. The Company is required to repayment the note at a rate of $1,867 per month, which includes interest, on the 15^th day of each month. The note is secured by certain collateral of our President and CEO.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — STOCKHOLDERS EQUITY

PREFERRED STOCK:

Series A Convertible Preferred Stock.

The Company is authorized to issue up to 10,000,000 shares of preferred stock, in one or more series, and to determine the price, rights, preferences and privileges of the shares of each such series without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any shares of preferred stock that may be issued in the future.

In January 2003, our Board of Directors authorized up to 4,500,000 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred stock has a par value of $0.001 and is convertible into one-half share of common stock in upon a cash payment by the holder to the Company of $0.40 per common share. The Series A Convertible Preferred Stock is entitled to receive, in preference to the common stock, of noncumulative dividends, if declared by the Board of Directors, and a claim on the Company's assets upon any liquidation of the Company senior to the common stock. These preferred shares are not entitled to voting rights. There are presently outstanding 129,062 shares of Series A Preferred Stock.

On March 30, 2003, the Company completed the private placement of Units pursuant to the terms of a Unit Purchase Agreement (the “Units”) with accredited investors. Each Unit consists of the following underlying securities: (i) three shares of the Company’s common stock; (ii) one share of Series A Convertible Preferred Stock, par value $.001 per share; and (iii) one three-year warrant to purchase one share of common stock at a per share price of $0.30. The warrants expired on March 31, 2006. Each share of Series A Convertible Preferred Stock is convertible into one half share of the Company’s common stock in exchange for $0.40 per common share ($.20 for each Series A Convertible Preferred share converted). The securities underlying the Units are not to be separately tradable or transferable apart from the Units until such time as determined by the Company’s Board of Directors. A total of 4,032,743 Units were issued. As of May 31, 2013 and August 31, 2012, there were 129,062 and 129,062 Units outstanding that had not been separated, respectively. These units are presented as their underlying securities on our balance sheet and consist of 64,531 shares of Series A Preferred Stock and 96,797 shares of common stock which is included in the issued and outstanding shares.

Series D Convertible Preferred Stock

In March 2013, our Board of Directors authorized up to 60,000 shares of Series D Convertible Preferred Stock. Each share of Series D Convertible stock has a par value of $0.001 and is convertible into 1,000 shares of common stock beginning after March 1, 2014. Each share of Series D Convertible Preferred Stock has a stated liquidation value of $80.25. Each shares of Series D Convertible Preferred Stock shall have voting rights as stated below:

March 1, 2013 to February 28, 2014, 400 votes per share;

March 1, 2014 to February 28, 2015, 800 votes per share;

March 1, 2015 to February 28, 2016, 1,200 votes per share;

March 1, 2016 to February 28, 2017, 1,600 votes per share;

March 1, 2017 and after, 2,000 votes per share;

On March 22, 2013, the Company issued 58,564 shares of Series D Convertible Preferred Stock to acquire 100% of the outstanding common stock of Dotolo. On March 22, 2013 the issued shares had a fair market value of $585,640 based on the fair market value of the underlying common stock shares.

Below is a table detailing the outstanding Series A and Series D Convertible Preferred Stock shares outstanding during the last two fiscal years:

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Preferred		Number of				Weighted Avg.
	Shares		Common Shares		Proceeds if		Per Common Sh.
	Outstanding		Convertible		Converted		Exercise Price
Outstanding, August 31, 2011		129,062		64,531	$	25,812	$	0.40

Expired/Retired		—		—		—	$	—
Converted		—		—		—	$	0.40
Issued		—		—		—	$	—
Outstanding, August 31, 2012		129,062		64,531	$	25,812	$	0.40

Expired/Retired		—		—		—	$	0.40
Converted		—		—		—	$	—
Issued		58,564		58,564,000		—	$	80.25
Outstanding, May 31, 2013		187,626		58,628,531	$	25,812	$	25.19

Our Board of Directors authorized the separation of the Units into their component parts (Series A Convertible Preferred Stock only) in July 2004, February 2005, April 2008, March 2010 and July 2011. The table below describes the proceeds received for the conversion of preferred shares into common stock:

Date of Conversion	Proceeds from Conversion	Further Description and Remarks
July-August 2004	$487,523	During July and August 2004, holders of 2,437,614 Units contributed $487,523 to convert 2,437,614 shares of Series A. Convertible Preferred stock into 4,875,228 shares of common stock.
February 2005	$230,393	During February 2005, holders of 1,151,967 Units contributed $230,393 to convert 1,151,967 shares of Series A. Convertible Preferred stock into 2,303,934 shares of common stock.
April/June 2008	$29,460	During April and June 2008, holders of 147,300 Units contributed $29,460 to convert 147,300 shares of Series A. Convertible Preferred stock into 294,600 shares of common stock.
March/April 2010	$6,820	During March and April 2010, holders of 34,100 Units contributed $6,820 to convert 34,100 shares of Series A. Convertible Preferred stock into 68,200 shares of common stock.
July 2011	$0	During July 2011, holders of 132,700 Units elected to relinquish conversion of 132,700 shares of Convertible Preferred stock as part of splitting their Units.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUBSCRIBED COMMON STOCK:

As of May 31, 2013 and August 31, 2012, there were 1,000,000 and no shares of subscribed stock issuable, respectively

For the period Ended May 31, 2013
	Shares		Amount
Shares issuable upon conversion of convertible notes payable		1,000,000	$	8,000

Total subscribed stock		1,000,000	$	8,000

For the year Ended August 31, 2012
		Shares		Amount
Shares issuable upon conversion of convertible notes payable		—	$	—

Total subscribed stock		—	$	—

COMMON STOCK:

Below are recent sales of unregistered securities:

Date of Sale	Proceeds from Sale	Further Description and Remarks
October 19, 2011	$25,000	On October 19, 2011, the Company sold 625,000 shares of common stock to a non-related accredited investor at $0.04 per share.
January 26, 2012	$40,000	On January 26, 2012, the Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.04 per share.
April 26, 2012	$10,000	On April 26, 2012, the Company sold 250,000 shares of common stock to a non-related accredited investor at $0.04 per share.
October 15, 2012	$20,000	On October 15, 2012, the Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.02 per share.
January 6, 2013	$20,000	On January 6, 2013, the Company sold 2,000,000 shares of common stock to three non-related accredited investors at $0.01 per share.
February 8, 2013	$0	On February 8, 2013, Anthony Silverman, our former president and CEO, converted a promissory note in the amount of $10,242 in principal and interest into 1,024,164 shares of common stock at $0.01 per share.
June 17,2013	$10,000	On June 17, 2013, the Company sold 2,000,000 shares of common stock to three non-related accredited investors at $0.005 per share.
July 17, 2013	$20,000	On July 17, 2013, the Company sold 4,000,000 shares of common stock to three non-related accredited investors at $0.005 per share.

NON-CONTROLLING INTEREST

On February 27, 2009, in connection with the Technology Agreement we entered into with Institut für Umwelttechnologien GmbH, a German Company (“IUT”) whereunder the parties have agreed that the Company’s marketing

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

rights have been transferred to its subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary. As of February 27, 2009, the value of the non-controlling interest was $212.It was determined at August 31, 2010 the value of the investment in IUTM was impaired. Accordingly, we recorded an impairment loss in the amount of $3,186 for the year ended August 31, 2010. As of May 31, 2013, $3,698 cumulative net loss was attributable to the non-controlling interest.

WARRANTS:

At May 31, 2013 and August 31, 2012, the Company had nil and nil warrants outstanding, respectively as represented by the table below:

STOCK OPTIONS:

ASC 718 requires the estimation of forfeitures when recognizing compensation expense and that this estimate of forfeitures be adjusted over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment, which is recognized in the period of change and which impacts the amount of unamortized compensation expense to be recognized in future periods.

ASC 718 requires that modification of the terms or conditions of an equity award is to be treated as an exchange of the original award for a new award. This event is accounted for as if the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value.

1997 Stock Incentive Plan

The Company is authorized to issue up to 4,600,000 shares of common stock under its 1997 Stock Incentive Plan. Shares may be issued as incentive stock options, non-statutory stock options, deferred shares or restricted shares. Options are granted at the fair market value of the common stock on the date of the grant and have terms of up to ten years. We have 4,525,000 shares of common available for future issuance under our 1997 Stock Incentive Plan as of May 31, 2013. Under the 1997 Stock Incentive Plan the price of the granted common stock options are equal to the fair market value of such shares on the date of grant. This plan has been approved by our shareholders.

2000 Stock Incentive Plan

The Company is authorized to issue up to 7,500,000 shares of common stock under its 2000 Stock Incentive Plan. Shares may be issued as incentive stock options, non-statutory stock options, deferred shares or restricted shares. Options are granted at the fair market value of the common stock on the date of the grant and have terms of up to ten years. The 2000 Stock Incentive Plan also provides for an annual grant of options to members of our Board of Directors. For fiscal years ended August 31, 2012, 2011, 2010, 2009 and 2008, our Board of Directors elected to waive the grant of these annual options. We have 6,417,418 shares of common available for future issuance under our 2000 Stock Incentive Plan as of May 31, 2013. Under the 2000 Stock Incentive Plan the price of the granted common stock options are equal to the fair market value of such shares on the date of grant. This plan has been approved by our shareholders.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the three and nine months ended May 31, 2013 and 2012, we granted nil and nil options from the stock incentive plan described above, respectively. During the three and nine months ended May 31, 2013 and 2012, nil and nil options were exercised, respectively. During the three months ended May 31, 2013 and 2012, 25,000 and nil options expired respectively. During the nine months ended May 31, 2013 and 2012, 55,000 and nil options were expired, respectively. During the three and nine months ended May 31, 2013 and 2012, $0 and $0 was expensed as stock based compensation, respectively.

						Weighted Average
	Number of			Option Price		Exercise Price
	Options Granted			Per Share		Per Share

Outstanding, August 31, 2011		297,085			$0.12 - $5.16	$	1.43
Granted		—			—		—
Exercised		—			—		—
Cancelled		—					—
Outstanding, August 31, 2012		297,085			$0.12 - $5.16	$	1.43
Granted
Exercised		—			—		—
Cancelled		(55,000	)		$1.60 - $5.16		2.79
Outstanding, May 31, 2013		242,085			$0.12 - $2.00	$	1.12

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of the first quarter of fiscal 2013 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on May 31, 2013.

Expected volatility is based primarily on historical volatility. Historical volatility is computed using weekly average pricing observations for an applicable historic period. We believe this method produces an estimate that is representative of our expectations of the future volatility over the expected term of our options. We currently have no reason to believe future volatility over the expected life of these options is likely to differ materially from historical volatility. The weighted-average expected life is based upon share option exercises, pre and post vesting terminations and share option term expirations. The risk-free interest rate is based on the U.S. treasury security rate estimated for the expected life of the options at the date of grant.

	Options		Options
	Outstanding		Exercisable
Number of options		242,085	242,085
Aggregate intrinsic value of options	$	—	$-
Weighted average remaining contractual term (years)		1.39	1.39
Weighted average exercise price	$	1.12	$1.12

2013 Omnibus Incentive Plan

The Company is authorized to issue up to 10,000,000 shares of common stock under its 2013 Omnibus Incentive Plan to employees, officers, directors and consultants. The issuance adoption of this plan has been approved by the Company’s Board of Directors on May 20, 2013. This plan has not been approved by the Company’s shareholders and consequently, we cannot issue Incentive Stock Options to employees at this time. Any options are granted at the fair market value of the common stock on the date of the grant and have terms of up to ten years. We have 10,000,000 shares of common available for future issuance under our 2013 Omnibus Incentive Plan as of May 31, 2013. Under the 2013 Omnibus Incentive Plan the price of the granted common stock options are equal to the fair market value of such shares on the date of grant.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — COMMITMENTS AND CONTINGENCIES

CONSULTING CONTRACT

On September 1, 2012, Michael Kramarz, the Company’s Chief Financial Officer, signed an additional twelve month consulting agreement. Mr. Kramarz is to perform all his regular duties he had previously performed as Chief Financial Officer including the preparation of the Company’s financial statements, SEC Filings, maintenance of corporate records, etc. Mr. Kramarz is to be compensated $70 per hour worked and will turn in weekly time sheets for approval. Mr. Kramarz had previously had consulting contracts for the period of January 2008 through August 2012. During the nine months ended May 31, 2013 and 2012, we incurred an expense of $50,300 and $52,990 respectively, under these agreements. This agreement was replaced by an employment agreement described below.

EMPLOYMENT AGREEMENTS

On March 22, 2013, Wayne Erwin, the Company’s Chief Executive Officer, signed a three year employment agreement. The agreement provides for an annual salary of $120,000 along with a monthly auto allowance and health insurance allowance totaling $1,100. Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. As of May 31, 2013, $22,500 was accrued as salary under this agreement.

On April 1, 2013, Michael Kramarz, the Company’s Chief Financial Officer, signed a three year employment agreement. The agreement provides for an annual salary of $58,000 along with a monthly auto allowance and health insurance allowance totaling $500. Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. As of May 31, 2013, $9,667 was accrued as salary under this agreement.

NOTE 8 — RELATED PARTY TRANSACTIONS

FINANCING WITH RELATED PARTIES:

During the nine months ended May 31, 2013 and 2012, the Company entered into financing agreements with related parties of the Company. Please see Note 5 for further descriptions of these transactions.

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – JOINT VENTURES

Institut für Umwelttechnologien GmbH (IUT)

In February 2009, we entered into a Technology Agreement with Institut für Umwelttechnologien GmbH, a German Company (“IUT”) whereunder the parties have agreed that:

(a)

(b)

The Company retains rights to market products based on such information as well as first consideration for marketing rights for other possible IUTM products.

(c)

(d)

The Company’s marketing rights have been transferred to its subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary.

NOTE 10 - INVENTORY

We have inventory on hand in the amounts of $22,000 and nil as of May 31, 2013 and August 31, 2012, respectively. Inventory is currently made up of hardware parts.

NOTE 11 – RECENT ACCOUNTING PRONOUNCEMENTS

We have evaluated all Accounting Standards Updates through the date the financial statements were issued and do not believe any will have a material impact on our financial condition or results of operations.

NEW ACCOUNTING STANDARD

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – STATEMENT OF CASH FLOWS

For the nine months ended May 31, 2013, these supplemental non-cash investing and financing activities are summarized as follows:

		Amount
On October 31, 2012, the Company entered into a note payable agreement to finance $10,404 of directors and officer’s insurance premiums. The note bears interest at a rate of 9.27% per annum and was due in ten monthly installments of $1,085, including principal and interest, beginning on November 30, 2012.	$	10,404

On February 8, 2013, the Company recognized a loss on the conversion of a related party convertible note payable in the amount of $10,241.		10,241

The Company recognized a discount on the $25,000 convertible promissory note issued as payment for service fees. The discount is related to a beneficial conversion feature issued in connection with this note.		25,000

On May 13, 2013, the Company issued a 6 month $25,.000 convertible note as payment for service fees and recap work.		25,000

Total non-cash transactions from investing and financing activities.	$	70,645

For the nine months ended May 31, 2012, these supplemental non-cash investing and financing activities are summarized as follows:

		Amount
On October 6, 2011, the Company converted $25,403 of principal and accrued interest into 635,069 shares of its common stock. These shares were issued in October 2011.	$	25,403
The Company recognized induced conversion expense as a result of reducing the conversion price on non-related party notes converted during the first quarter of fiscal 2012.		25,402
On October 6, 2011, the Company converted $71,128 of principal and accrued interest into 1,778,193 shares of its common stock. This principal and interest was payable to our CEO, Anthony Silverman, a related party. The shares were issued in October 2011.		71,128

The Company recognized a loss on the conversion of related party notes during the first quarter of fiscal 2012.		70,000

The Company recognized a discount on the $10,000 convertible promissory note issued to a related party on October 7, 2011. The discount is related to a beneficial conversion feature issued in connection with this note.		10,000

On October 31, 2011, the Company entered into a note payable agreement to finance $8,078 of directors and officer’s insurance premiums. The note bears interest at a rate of 9.99% per annum and was due in nine monthly installments of $932, including principal and interest, beginning on November 30, 2011. This note was paid in full during fiscal 2012.		8,078

Total non-cash transactions from investing and financing activities.	$	210,011

-22-

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the period since reentering the development stage on June 1, 2011 to May 31, 2013, these supplemental non-cash investing and financing activities are summarized as follows:

		Amount
On October 6, 2011, the Company converted $25,403 of principal and accrued interest into 635,069 shares of its common stock. These shares were issued in October 2011.	$	25,403
The Company recognized induced conversion expense as a result of reducing the conversion price on non-related party notes converted during the first quarter of fiscal 2012.		25,402
On October 6, 2011, the Company converted $71,128 of principal and accrued interest into 1,778,193 shares of its common stock. This principal and interest was payable to our CEO, Anthony Silverman, a related party. The shares were issued in October 2011.		71,128

The Company recognized a loss on the conversion of related party notes during the first quarter of fiscal 2012.		70,000

The Company recognized a discount on the $10,000 convertible promissory note issued to a related party on October 7, 2011. The discount is related to a beneficial conversion feature issued in connection with this note.		10,000

On October 31, 2011, the Company entered into a note payable agreement to finance $8,078 of directors and officer’s insurance premiums. The note bears interest at a rate of 8.99% per annum and was due in nine monthly installments of $932, including principal and interest, beginning on November 30, 2011.		8,078

During fiscal 2011, the Company converted $3,720 of principal and accrued interest into 92,998 shares of its common stock. These shares were issued in July 2011.		3,720
The Company recognized conversion expense as a result of reducing the conversion price on notes converted during fiscal 2011.		6,076
On October 31, 2012, the Company entered into a note payable agreement to finance $10,404 of directors and officer’s insurance premiums. The note bears interest at a rate of 9.27% per annum and was due in ten monthly installments of $1,085, including principal and interest, beginning on November 30, 2012.		10,404

On February 8, 2013, the Company recognized a loss on the conversion of a related party convertible note payable in the amount of $10,241.		10,241

The Company recognized a discount on the $25,000 convertible promissory note issued as payment for service fees. The discount is related to a beneficial conversion feature issued in connection with this note.		25,000

On May 13, 2013, the Company issued a 6 month $25,.000 convertible note as payment for service fees and recap work.		25,000

Total non-cash transactions from investing and financing activities.	$	290,452

-23-

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 — SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and there are no other material subsequent events to report except the following:

On June 17, 2013, the Company sold 2,000,000 shares of common stock to three non-related accredited investors at $0.005 per share.

ITEM 2. Management’s Discussion And Analysis of Financial Condition and Results of Operation

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS CERTAIN STATEMENTS WHICH ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SAFE HARBOR PROVISIONS OF SECTION 27A OF THE SECURITIES ACT OF 1993, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS RELATE TO FUTURE EVENTS, INCLUDING THE FUTURE FINANCIAL PERFORMANCE OF ONCOLOGIX. IN SOME CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECTS,” “PLANS,” “ANTICIPATES,” “BELIEVES,” “ESTIMATES,” “PREDICTS,” “POTENTIAL,” OR “CONTINUE” OR THE NEGATIVE OF SUCH TERMS AND OTHER COMPARABLE TERMINOLOGY. THESE STATEMENTS ONLY REFLECT MANAGEMENT’S EXPECTATIONS AND ESTIMATES AS OF THE DATE OF THIS REPORT. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THESE EXPECTATIONS. IN EVALUATING THOSE STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER VARIOUS FACTORS, INCLUDING THE RISKS INCLUDED IN THE REPORTS FILED BY ONCOLOGIX WITH THE SEC. THESE FACTORS MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENTS. ONCOLOGIX IS NOT UNDERTAKING ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT.

This report should be read in conjunction with our Annual report on Form 10-K for the fiscal year ended August 31, 2012.

FORWARD LOOKING STATEMENTS

This Current Report contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These statements relate to future events or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Such statements are based on currently available financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from historical experience and present expectations. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our 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 these forward-looking statements.

Forward-looking statements are predictions and not guarantees of future performance or events. The forward-looking statements are based on current industry, financial and economic information, which we have assessed but which by its nature, is dynamic and subject to rapid and possibly abrupt changes. Our actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with our business. We hereby qualify all our forward-looking statements by these cautionary statements. We undertake no obligation to amend this report or revise publicly these forward looking statements (other than pursuant to reporting obligations imposed on registrants pursuant to the Securities Exchange Act of 1934) to reflect subsequent events or circumstances.

These forward-looking statements speak only as of their dates and should not be unduly relied upon. We undertake no obligation to amend this report or revise publicly these forward-looking statements (other than pursuant to reporting obligations imposed on registrants pursuant to the Securities Exchange Act of 1934) to reflect subsequent events or circumstances, whether as the result of new information, future events or otherwise.

Throughout this report, unless otherwise indicated by the context, references herein to the “Company”, “Oncologix”, “we”, our” or “us” means Oncologix Tech, Inc.., a Nevada corporation and its corporate subsidiaries and predecessors.

-24-

GENERAL DISCUSSION

Our correct mailing address is P.O. Box 8832, Grand Rapids, MI 49518-8832, telephone (616) 977-9933.

During May 2008, we determined to dispose of most of the assets related to the development of the Oncosphere.

In February 2009, we entered into a Technology Agreement with Institut für Umwelttechnologien GmbH, a German Company (“IUT”) whereunder the parties have agreed that:

(a)

(b)

The Company retains rights to market products based on such information as well as first consideration for marketing rights for other possible IUTM products.

(c)

(d)

The Company’s marketing rights have been transferred to its subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary.

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CRITICAL ACCOUNTING POLICIES

“Management's Discussion and Analysis or Plan of Operation” (“MDA”) discusses our condensed consolidated financial statements that 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 assumptions that affect the reported amount of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to research and development costs, deferred income taxes and the carrying value of long-lived assets.

We base our estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. The result of these estimates and judgments form the basis for making conclusions about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; changes in these estimates as a result of future events may have a material effect on the Company’s financial condition.

For a summary of all our significant accounting policies, including the critical accounting policies discussed above, see Note 2 – Summary of Significant Accounting Policies in this quarterly report.

COMPARISON OF THE THREE AND NINE MONTH PERIODS ENDED MAY 31, 2013 TO THE THREE AND NINE MONTH PERIODS ENDED MAY 31, 2012

General and Administrative Expense

General and administrative expenses included in our results from continuing operations include legal and accounting fees, license fees, travel, payroll and related expenses, directors and officers insurance, rent, salaries, and public relations expenses. Most of these expenses relate primarily to general corporate overhead.

General and administrative expense increased to $98,564 during the three-month period ended May 31, 2013, from $29,533, a, increase of 234% or $69,031 in the comparable period in fiscal 2012. Payroll and related expenses increased to $51,041 during the three-month period ended May 31, 2013, from $18,236 in the comparable period in fiscal 2012, due primarily to new employment agreements for our CFO and new CEO. Outside services expense increased to $3,992 during the three-month period ended May 31, 2013, from $1,270 in the comparable period in fiscal 2012, due primarily to expenses directly related fees associated with the acquisition of Dotolo. Insurance expense increased to $8,305 during the three-month period ended May 31, 2013, from $2,658 in the comparable period in fiscal 2012 due primarily to additional insurance policies held by our new subsidiary Dotolo. Rent expense increased to $8,400 during the three-month period ended May 31, 2013, from $0 in the comparable period in fiscal 2012 due primarily to rented facilities of our new subsidiary Dotolo. Licenses and fees expense increased to $5,759 during the nine-month period ended May 31, 2013, from $3,806 in the comparable period in fiscal 2012 due primarily to additional fees of our new subsidiary Dotolo.

General and administrative expense increased to $179,032 during the nine-month period ended May 31, 2013, from $98,743, a, increase of 81% or $80,289 in the comparable period in fiscal 2012. Payroll and related expenses increased to $100,630 during the nine-month period ended May 31, 2013, from $58,245 in the comparable period in fiscal 2012, due primarily to new employment agreements for our CFO and new CEO. Outside services expense increased to $9,752 during the nine-month period ended May 31, 2013, from $5,258 in the comparable period in fiscal 2012, due primarily to expenses directly related to fees associated with the acquisition of Dotolo. Insurance expense increased to $14,377 during the nine-month period ended May 31, 2013, from $7,970 in the comparable period in fiscal 2012 due primarily to additional insurance policies held by our new subsidiary Dotolo. Rent expense increased to $8,400 during the nine-month period ended May 31, 2013, from $0 in the comparable period in fiscal 2012 due primarily to rented facilities of our new subsidiary Dotolo. Licenses and fees expense increased to $16,961 during the nine-month period ended May 31, 2013, from $11,042 in the comparable period in fiscal 2012 due primarily to additional fees of our new subsidiary Dotolo.

Depreciation and Amortization

Depreciation and amortization increased to $688 during the three-month period ended May 31, 2013, from $95 in the comparable period in fiscal 2012. The increase in depreciation and amortization was the result of depreciable assets acquired with in the Dotolo acquisition.

Depreciation and amortization increased to $867 during the nine-month period ended May 31, 2013, from $355 in the comparable period in fiscal 2012. The increase in depreciation and amortization was the result of depreciable assets acquired with in the Dotolo acquisition.

Interest Income

There was no reportable interest income during the three or nine-month periods ended May 31, 2013 and May 31, 2012.

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Interest and Finance Charges

Interest and finance charges increased to $11,063 for the three-month period ended May 31, 2013, from $2,680 for the comparable period in fiscal 2012. The increase is primarily due to financing fees related to capital raised.

Interest and finance charges increased to $16,969 for the nine-month period ended May 31, 2013, from $8,079, for the comparable period in fiscal 2012. The increase is primarily due to financing fees related to capital raised.

Interest and finance charges – related parties decreased to $3,653 for the three-month period ended May 31, 2013, from $3,671 for the comparable period in fiscal 2012. The decrease is primarily attributable to the conversion and payoff of several related party notes in fiscal 2012.

Interest and finance charges – related parties decreased to $10,931 for the nine-month period ended May 31, 2013, from $21,350 for the comparable period in fiscal 2012. The decrease is primarily attributable to the conversion and payoff of several related party notes in fiscal 2012.

A summary of interest and finance charges is as follows:

	For the Three Months Ended				For the Nine Months Ended
	May 31,		May 31,		May 31,		May 31,
	2013		2012		2013		2012
Interest expense on non-convertible notes	$	143	$	82	$	417	$	285
Interest expense on non-convertible notes - related parties		98		117		384		531
Interest expense on convertible notes payable		2,521		2,521		7,479		7,655
Interest expense on convertible notes payable - related parties		3,554		3,554		10,547		10,819
Amortization of note payable discounts		—		—		—		—
Amortization of note payable discounts - related parties		—		—		—		10,000
Other interest and finance charges		8,399		77		9,073		139

Total interest and finance charges	$	14,715	$	6,351	$	27,900	$	29,429

-27-

Induced Conversion Expense

Induced conversion expense was nil and nil for the three-month periods ended May 31, 2013 and May 31, 2012.

Induced conversion expense decreased to $0 for the nine-month period ended May 31, 2013, from $25,402, a decrease of more than 100% for the comparable periods in fiscal 2012. The decrease was due to the issuance of shares of common stock for the conversion of a convertible promissory note during the first quarter of fiscal 2012, as a result of reducing the conversion price from $0.08 to $0.04 per share for these conversions.

Loss on Conversion of Notes Payable

Loss on conversion of notes payable was nil and nil for the three-month periods ended May 31, 2013 and May 31, 2012.

Loss on conversion of notes payable decreased to $10,242 for the nine-month period ended May 31, 2013, from $70,000, a decrease of more than 100% for the comparable period in fiscal 2012. The decrease was due to the issuance of shares of common stock for the conversion of a related party convertible promissory note at below market value.

LIQUIDITY AND CAPITAL RESOURCES

With the acquisition of Dotolo Research Corporation on March 22, 2013, we anticipate that we will require approximately $500,000 to operate through December 2013. This funding will allow us to meet our current sales demands and expenses of Dotolo and Oncologix, while keeping all our public filings current. Our operating losses to date have been covered by equity and debt financing obtained from private investors, including certain present and former members of our Board of Directors. There is no assurance that the business activities of Dotolo will achieve breakeven status by the end of 2013. We never achieved positive cash flow or profitability in our prior endeavors.

On May 31, 2013, we had cash and cash equivalents of ($104). We have historically relied upon the issuance of debt or equity in order to finance our operations. Our operating losses to date have been covered by equity and debt financing obtained from private investors, including certain current and former members of our Board of Directors. We have had recent troubles in raising capital for operations and subsequently have had to cancel our directors and officers insurance policy. We hope to be able to raise additional funds to have that reinstated.

Below is a summary listing for the next 12 months, as of May 31 2013, of our required minimum cash payments for our short-term notes payable, short-term convertible notes payable and their respective due dates. To the extent the convertible notes are not converted, funds for repayment will have to be raised through additional debt or equity financings.

Due Date	Interest Rate			Amount		Accrued Interest***		Total Owed		Convertible/Non-Convertible

7/06/2013 (1)		6.00	%	$	2,686	$	53	$	2,739		Non-Convertible
7/31/2013 (2)		6.00	%	$	10,675	$	168	$	10,843		Non-Convertible
9/30/2013 (3)		6.00	%	$	235,025	$	63,476	$	298,501		Convertible at $0.20 per share
9/30/2013		6.00	%	$	125,000	$	53,397	$	178,397		Convertible at $0.60 per share
8/27/2013		18.00	%	$	30,000	$	—	$	30,000		Non-Convertible
9/17/2013		18.00	%	$	20,000	$	—	$	20,000		Non-Convertible
1/15/2013				$	28,660	$	—	$	28,660		Non-Convertible
5/23/2014		12.00	%		20,000		2,400		22,400		Non-Convertible


				$	472,046	$	119,494	$	591,540

(1) Note payable to former CEO who resigned on 3/21/13
(1) Note payable to CEO.
(3) Note payable to former CEO who resigned on 4/1/09 and still remains a director of our subsidiary.
*** Interest calculated to maturity or conversion

-28-

INFLATION AND OTHER FACTORS

The Company’s operations are influenced by general economic trends and technology advances in the medical industries.

Our activities in the development, manufacture and sale of cancer therapy products are, and will be subject to extensive laws, regulations, regulatory approvals and guidelines. Within the United States, therapeutic radiological devices must comply with the U.S. Federal Food, Drug and Cosmetic Act, which is enforced by the FDA. We are also required to adhere to applicable FDA regulations for Good Manufacturing Practices, including extensive record keeping and periodic inspections of manufacturing facilities. Medical devices such as the Oncosphere cannot be used or sold unless they are approved for specified purposes by the FDA. There are two levels of FDA approval. The first is the granting of approval to evaluate use of the device in human subjects (through an IDE); the second is obtaining approval to market the device to the public for the treatment of specified diseases (PMA).

If we are successful in implementing our plans, our business will involve the importing, exporting, design, manufacture, distribution, use and storage of beta and gamma emitting radioisotopes. These activities in the United States are subject to federal, state and local rules relating to radioactive material promulgated by the Nuclear Regulatory Commission ("NRC"), and states that have subscribed to certain standards and local authorities, known as “Agreement States” In addition, we must comply with NRC, state and U.S. Department of Transportation requirements for labeling and packaging shipments of radiation sources to hospitals or others users of our devices. In order to market our devices commercially, we will be required to obtain a sealed source device registration from Agreement States and/or the NRC, depending on the states in which the device will be distributed.

Additionally, hospitals in the United States are required to have radiation licenses to hold, handle and use radiation. Many hospitals and/or physicians in the United States will be required to amend their radiation licenses to include our isotopes before receiving and using them. Depending on the state in which the hospital is located, the license amendment will be processed by the responsible subscribing state department or agency or by the NRC.

Obtaining such registration, approvals, and licenses can be complicated and time consuming and there is no assurance that any of them can be obtained.

-29-

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

We are a smaller reporting company, as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, and accordingly, we are not required to provide the information required by this Item.

ITEM 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, due to the material weaknesses disclosed in its Annual Report on Form 10-K for the year ended August 31, 2012 that remain unremediated, the Company’s disclosure controls and procedures were not effective as of May 31, 2013. As a result of this conclusion, the financial statements for the periods covered by this report were prepared with particular attention to the material weaknesses previously disclosed. Accordingly, management believes that the condensed consolidated financial statements included in the Quarterly Report present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows as of and for the periods presented.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the three months ended May 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

-30-

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 1A. Risk Factors

We are a “smaller reporting company” as defined by Regulation S-K and as such, are not required to provide the information contained in this item pursuant to Regulation S-K.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Date of Sale	Proceeds from Sale	Further Description and Remarks
October 19, 2011	$25,000	On October 19, 2011, the Company sold 625,000 shares of common stock to a non-related accredited investor at $0.04 per share.
January 26, 2012	$40,000	On January 26, 2012, the Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.04 per share.
April 26, 2012	$10,000	On April 26, 2012, the Company sold 250,000 shares of common stock to a non-related accredited investor at $0.04 per share.
October 15, 2012	$20,000	On October 15, 2012, the Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.02 per share.
January 6, 2013	$20,000	On January 6, 2013, the Company sold 2,000,000 shares of common stock to three non-related accredited investors at $0.01 per share.
February 8, 2013	$0	On February 8, 2013, Anthony Silverman, our former president and CEO, converted a promissory note in the amount of $10,242 in principal and interest into 1,024,164 shares of common stock at $0.01 per share.
June 17,2013	$10,000	On June 17, 2013, the Company sold 2,000,000 shares of common stock to three non-related accredited investors at $0.005 per share.
July 17, 2013	$20,000	On July 17, 2013, the Company sold 4,000,000 shares of common stock to three non-related accredited investors at $0.005 per share.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

ITEM 6. Exhibits

	Exhibits.	Description

	31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

-31-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 22, 2013	ONCOLOGIX TECH, INC.


	By:/s/ Roy Wayne Erwin
	Roy Wayne Erwin, President and Chief Executive Officer

	By:/s/ Michael A. Kramarz
	Michael A. Kramarz, Chief Financial Officer

-32-

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Roy Wayne Erwin certify that:

(1)

I have reviewed this Quarterly Report on Form 10-Q of Oncologix Tech, Inc.;

(2)

Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report;

(3)

Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods represented in this report;

(4)

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others with these entities, particularly during the period in which this Report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d)

Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

(5)

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: July 22, 2013

By: /s/ Roy Wayne Erwin

Roy Wayne Erwin

Chief Executive Officer and President

-33-

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael A. Kramarz, certify that:

(1)

I have reviewed this Quarterly Report on Form 10-Q of Oncologix Tech, Inc.;

(2)

(3)

(4)

(c)

(d)

(c)

(d)

(6)

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: July 22, 2013

By: /s/ Michael A. Kramarz

Michael A. Kramarz

Chief Financial Officer

-34-

Exhibit 32.1

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

CERTIFICATION OF PRINCIPAL

EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Oncologix Tech, Inc. (the “Company”) on Form 10-Q for the three months ended May 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Roy Wayne Erwin, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Roy Wayne Erwin

Roy Wayne Erwin

Chief Executive Officer and President

July 22, 2013

-35-

Exhibit 32.2

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

CERTIFICATION OF PRINCIPAL

FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Oncologix Tech, Inc. (the “Company”) on Form 10-Q for the three months ended May 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Michael A. Kramarz, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(3)

The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(4)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Michael A. Kramarz

Michael A. Kramarz

Chief Financial Officer

July 22, 2013

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Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Oncologix Tech (OCLG) Inactive 10-Q2013 Q3 Quarterly report

Content analysis