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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

For the quarterly period ended November 30, 2008.

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

For the transition period from to
---------- ----------.

Commission File Number 0-15482

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

Nevada 86-1006416
------------------------------ -----------------
(State or other jurisdiction of (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.
Yes [ ] No [X]

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 Filer [ ] Accelerated Filer [ ]

Non-accelerated Filer [ ] Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

As of October 20, 2009, there were 157,150,627 shares of common stock, par value
$.001 per share, outstanding.

Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES
TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

IMPORTANT NOTICE........................................................ 3

ITEM 1. Financial Statements

Condensed Consolidated Balance Sheets as of November 30, 2008
(Unaudited) and August 31, 2008..................................... 4

Condensed Consolidated Statements of Operations (Unaudited)
for the three-month period ended November 30, 2008 and 2007......... 5

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited).. 6

Condensed Consolidated Statements of Cash Flows (Unaudited) for the
three-month period ended November 30, 2008 and 2007................. 7

Notes to Condensed Consolidated Financial Statements (Unaudited)........ 8

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 4. 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................................. 32

ITEM 4. Submission of Matters to a Vote of Security Holders............. 32

ITEM 5. Other Information............................................... 32

ITEM 6. Exhibits........................................................ 32

IMPORTANT NOTICE

This Report was required to be filed on January 14, 2009. We were
unable to meet that requirement because we lacked funds to pay independent
auditors to perform the necessary examination and reviews of our financial
statements as required by law. We are now engaged in an effort to return to full
compliance by the filing of this Report on Form 10-Q and the preparation and
filing of delinquent Quarterly Reports on Form 10-Q for each of the two fiscal
quarters following the end of our this quarter ended November 30, 2008.

PART I: FINANCIAL INFORMATION

ITEM 1. Financial Statements

ONCOLOGIX TECH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

November 30, August 31,
2008 2008
------------ ------------
(Unaudited)

ASSETS

Current Assets:
Cash and cash equivalents ..................................................... $ 442 $ 9,912
Prepaid expenses and other current assets ..................................... 25,774 6,659
Prepaid commissions ........................................................... 46,810 75,511
------------ ------------
Total current assets ...................................................... 73,026 92,082

Property and equipment (net of accumulated depreciation
of $17,541 and $18,679) ....................................................... 3,729 4,527
Deposits and other assets .......................................................... -- 2,691
Long-term assets of discontinued operations ........................................ 120,832 141,017
------------ ------------
Total assets .......................................................... $ 197,587 $ 240,317
============ ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Convertible notes payable (net of discount of $217,960 and $125,001) .......... $ 2,369,752 $ 1,372,711
Convertible notes payable related parties .................................... 63,822 63,822
Notes payable ................................................................. 17,986 --
Accounts payable and other accrued expenses ................................... 367,731 268,886
Accrued interest payable ...................................................... 126,201 124,548
Current liabilities of discontinued operations ................................ 95,349 95,349
------------ ------------

Total current liabilities ................................................. 3,040,841 1,925,316
============ ============

Convertible notes payable (net of discount of $0 and $279,212) ..................... -- 810,788
------------ ------------

Total liabilities ..................................................... 3,040,841 2,736,104
------------ ------------

Stockholders' Deficit:
Preferred stock, par value $.001 per share; 10,000,000 shares authorized
295,862 and 295,862 shares issued and outstanding at
November 30, 2008 and August 31, 2008, respectively ....................... 296 296
Common stock, par value $.001 per share; 200,000,000 shares authorized;
141,911,034 and 136,117,314 shares issued at November 30, 2008 and
August 31, 2008, respectively; 119,528,666 and 113,734,944 shares
outstanding at November 30, 2008 and August 31, 2008, respectively ........ 119,529 113,735
Additional paid-in capital .................................................... 52,152,990 51,980,403
Accumulated deficit ........................................................... (55,116,069) (54,590,221)
------------ ------------

Total stockholders' deficit ........................................... (2,843,254) (2,495,787)
------------ ------------

Total liabilities and stockholders' deficit ........................... $ 197,587 $ 240,317
============ ============

See accompanying notes to condensed consolidated financial statements.

ONCOLOGIX TECH, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007

Three Months Ended
November 30, November 30,
2008 2007
------------- -------------

Operating expenses:
General and administrative ................. $ 222,513 $ 224,432
Depreciation and amortization .............. 416 515
------------- -------------
Total operating expenses ................... 222,929 224,947
------------- -------------
Loss from operations ....................... (222,929) (224,947)
------------- -------------

Other income (expense):
Interest income ............................ -- 229
Interest and finance charges ............... (259,140) (468,780)
Conversion expense ......................... (26,457) --
Loss on disposal of assets ................. (382) (3,194)
Other income (expense) ..................... (3,465) --
------------- -------------

Total other income (expense) ............... (289,444) (471,745)
------------- -------------
Net loss from continuing operations ........ (512,373) (696,692)
------------- -------------

Discontinued operations:
Operating loss from discontinued operations (13,475) (752,079)
------------- -------------

Net loss from discontinued operations ...... (13,475) (752,079)
------------- -------------
Net loss ..................................... $ (525,848) $ (1,448,771)
============= =============

Loss per common share, basic and diluted:
Continuing operations ................... $ (0.00) $ (0.01)
Discontinued operations ................. (0.00) (0.01)
------------- -------------
$ (0.00) $ (0.02)
============= =============

Weighted average number of shares
outstanding basic and diluted ............. 116,929,837 71,024,909
============= =============

See accompanying notes to condensed consolidated financial statements.

ONCOLOGIX TECH, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Preferred Stock Common Stock
---------------------------- ---------------------------
Shares Amount Shares Amount
------------ ------------ ------------ ------------

Balance, August 31, 2007 ................. 443,162 443 70,975,616 70,976
Stock options exercised .................. -- -- 50,000 50
Stock based compensation ................. -- -- -- --
Issuance of stock for unit conversions ... (147,300) (147) 294,600 295
Issuance of stock for services ........... -- -- 55,102 55
Issuance of stock for interest ........... -- -- 65,707 65
Issuance of stock purchased .............. -- -- 3,000,000 3,000
Conversion of notes payable .............. -- -- 21,400,467 21,401
Conversion of notes payable -
related parties ....................... -- -- 17,893,452 17,893
Issuance of warrants for services ........ -- -- -- --
Beneficial conversion feature
stock issued for interest ............. -- -- -- --
Beneficial conversion feature and warrants
issued - convertible notes payable .... -- -- -- --
Beneficial conversion feature -
Induced conversion expense notes payable . -- -- -- --
Net loss ................................. -- -- -- --
------------ ------------ ------------ ------------

Balance, August 31, 2008 ................. 295,862 $ 296 113,734,944 $ 113,735
============ ============ ============ ============
Stock based compensation ................. -- -- -- --
Issuance of stock for services ........... -- -- 2,000,000 2,000
Issuance of stock for interest ........... -- -- 793,720 794
Issuance of stock purchased .............. -- -- 3,000,000 3,000
Induced conversion expense - interest
paid with stock ....................... -- -- -- --
Net loss ................................. -- -- -- --
------------ ------------ ------------ ------------

Balance, November 30, 2008 ............... 295,862 $ 296 119,528,664 $ 119,529
============ ============ ============ ============

ONCOLOGIX TECH, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Additional Common
Paid-in Accumulated Stock
Capital Deficit Subscribed Total
------------ ------------ ------------ ------------

Balance, August 31, 2007 ................. 47,805,282 (49,908,557) 6,667 (2,025,189)
Stock options exercised .................. 11,450 -- -- 11,500
Stock based compensation ................. 36,267 -- -- 36,267
Issuance of stock for unit conversions ... 29,312 -- -- 29,460
Issuance of stock for services ........... 17,045 -- (6,667) 10,433
Issuance of stock for interest ........... 19,647 -- -- 19,712
Issuance of stock purchased .............. 27,000 -- -- 30,000
Conversion of notes payable .............. 1,132,480 -- -- 1,153,881
Conversion of notes payable -
related parties ....................... 876,779 -- -- 894,672
Issuance of warrants for services ........ 4,686 -- -- 4,686
Beneficial conversion feature
stock issued for interest ............. 2,320 -- -- 2,320
Beneficial conversion feature and warrants
issued - convertible notes payable .... 623,659 -- -- 623,659
Beneficial conversion feature -
Induced conversion expense notes payable . 1,394,476 -- -- 1,394,476
Net loss ................................. -- (4,681,664) -- (4,681,664)
------------ ------------ ------------ ------------

Balance, August 31, 2008 ................. $ 51,980,403 $(54,590,221) $ -- $ (2,495,787)
============ ============ ============ ============
Stock based compensation ................. 2,238 -- -- 2,238
Issuance of stock for services ........... 78,000 -- -- 80,000
Issuance of stock for interest ........... 38,892 -- -- 39,686
Issuance of stock purchased .............. 27,000 -- -- 30,000
Induced conversion expense - interest
paid with stock ....................... 26,457 -- -- 26,457
Net loss ................................. -- (525,848) -- (525,848)
------------ ------------ ------------ ------------

Balance, November 30, 2008 ............... $ 52,152,990 $(55,116,069) $ -- $ (2,843,254)
============ ============ ============ ============

See accompanying notes to condensed consolidated financial statements.

6(Con't)

ONCOLOGIX TECH, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007

For the Three Months Ended
November 30, November 30,
2008 2007
----------- -----------

Operating activities:
Net loss .................................................... $ (525,848) $(1,448,771)
Net loss from discontinued operations.. ................. 13,475 752,079
----------- -----------
Net loss from continuing operations ..................... (512,373) (696,692)

Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization ........................... 416 515
Loss on disposal of property and equipment .............. 382 3,194
Stock based compensation expense ........................ 2,238 60,484
Amortization of discount on notes payable and warrants .. 186,253 354,698
Induced conversion expense notes payable ................ 26,457 --
Issuance of stock and warrants for services ............. 80,000 9,599
Beneficial conversion feature - stock issued for interest 39,686 --
Prepaid expenses and other current assets ........... 1,042 3,201
Prepaid commissions ................................. 28,701 (40,071)
Deposits and other assets ........................... 2,691 (27,641)
Accounts payable and other accrued expenses ......... 98,845 26,764
Accrued interest payable ............................ 1,653 67,798
----------- -----------
Net operating cash flows - continuing operations ............ (44,009) (238,151)

Net operating cash flows - discontinued operations.. ........ (30) (611,103)
----------- -----------
Net cash used in operating activities ....................... (44,039) (849,254)
----------- -----------
Investing activities:
Net investing cash flows discontinued operations ........... 6,740 (2,672)
----------- -----------
Net cash used in investing activities ....................... 6,740 (2,672)
----------- -----------

Financing activities:
Proceeds from exercise of stock options and warrants ....... -- 11,500
Proceeds from issuance of convertible notes payable ........ -- 1,090,000
Proceeds from issuance of notes payable - related parties .. -- 150,000
Proceeds from purchase of common stock ..................... 30,000 --
Repayment of notes payable ................................. (2,171) (2,027)
Repayment of notes payable - related parties ............... -- (25,000)
Repayment of convertible notes payable - related parties ... -- (100,000)
----------- -----------
Net cash provided by financing activities continuing operations .. 27,829 1,124,473
----------- -----------
Net increase (decrease) in cash and cash equivalents .............. (9,470) 272,547

Cash and cash equivalents, beginning of period .................... 9,912 141,691
----------- -----------

Cash and cash equivalents, end of period .......................... $ 442 $ 414,238
=========== ===========

See accompanying notes to condensed consolidated financial statements.

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION OF BUSINESS AND BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and the
instructions to Form 10-Q. Accordingly, certain information and footnote
disclosures normally included in the financial statements have been omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.
In the opinion of management, the unaudited condensed consolidated financial
statements for the periods presented include all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair presentation. The
balance sheet at August 31, 2008, has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements and have been restated to
reflect discontinued operations. For further information, refer to the Company's
financial statements, and footnotes thereto, for the fiscal year ended August
31, 2008, included in our Form 10-K for such fiscal year.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 reported amounts in income and expenses during
the reporting period. Actual results could differ from those estimates.
Significant estimates include the carrying value of long-lived assets, deferred
income tax reserves, pending or threatening litigation and the allocation of
assets acquired and liabilities assumed in acquisitions.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity 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 at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.

INCOME TAXES

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.

NET LOSS PER COMMON SHARE

Basic earnings (loss) per share 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. Basic and diluted earnings per share for the three months ended November
30, 2008 and 2007 are as follows:

Three Months Ended
------------------------------
November 30,
------------------------------
2008 2007
------------- -------------

Net loss attributable to common shareholders
Continuing operations .................. $ (512,373) $ (696,692)
Discontinued operations ................ (13,475) (752,079)
------------- -------------
$ (525,848) $ (1,448,771)
============= =============
Weighted average shares outstanding .......... 116,929,837 71,024,909
============= =============
Loss per common share, basic and diluted:
Continuing operations .................. $ (0.00) $ (0.01)
Discontinued operations ................ (0.00) (0.01)
------------- -------------
$ (0.00) $ (0.02)
============= =============

Due to the net losses in fiscal 2009 and fiscal 2008, basic and
diluted loss per share was the same, as the effect of potentially dilutive
securities would have been anti-dilutive. Potentially dilutive securities not
included in the diluted loss per share calculation, due to net losses, are as
follows:

Three Months Ended November 30,
2008 2007
------------- -------------
Underlying Underlying
Description Common Shares Common Shares
- ----------- ------------- -------------
Convertible preferred stock ............ 591,724 886,324
Convertible notes payable .............. -- 14,837,083
Options ................................ -- 203,335
Warrants ............................... -- 7,188
------------- -------------
Total potentially dilutive securities... 591,724 15,933,930
============= =============

NOTE 3 - DISCONTINUED OPERATIONS

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 had to suspend these activities on December 31,
2007, whereupon we closed the offices in Suwanee Georgia.

We have previously reported discussions with respect to a transfer of
our Oncosphere assets to another company. We are currently attempting to resolve
a number of uncertainties in connection with such a transaction, including the
obtaining of necessary consents. Accordingly, during May 2008, we determined to
dispose of most of the assets of the Oncosphere project and entered into
discussions with a prospective purchaser.

In February 2009, we entered into a Technology Agreement with Institut
fur 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 has issued IUTM 10% of
the equity ownership of that subsidiary.

We have been advised that the group of German companies of which IUTM
is a part ("Group") is continuing the development of a brachytherapy device
generally as described above but based on proprietary technology not developed
by the University of Maryland. We have begun discussions with the Group to
determine our future business and financial relationships and plans, including
the possibility of developing and commercializing other radiation-based medical
products. Our plan is then to seek financing for the implementation of those
plans. While our Management is optimistic as to the outcome of those discussions
and future success in financing, it is not possible to predict the probabilities
of success with any degree of certainty.

Net assets related to discontinued operations of our Oncosphere assets
are as follows:
November 30, August 31,
2008 2008
-------- --------

Current assets of discontinued operations:
Prepaid expenses and other current assets ........... $ -- $ --
-------- --------

Total current assets of discontinued operations.. -- --
-------- --------

Long-term assets of discontinued operations:
Property and equipment .............................. 120,832 141,017
Deposits and other assets ........................... -- --
Investment in joint venture ......................... -- --
-------- --------

Total long-term assets of discontinued operations 120,832 141,017
-------- --------

Total assets of discontinued operations .................. $120,832 $141,017
======== ========

Current liabilities of discontinued operations:
Accounts payable and other accrued expenses ......... $ 95,349 $ 95,349
-------- --------

Total liabilities of discontinued operations ............. $ 95,349 $ 95,349
======== ========

Net assets of discontinued operations .................... $ 25,483 $ 45,668
======== ========

The expenses shown below are part of the discontinued operations of
our Oncosphere business.

Three MonthsEnded November 30,
------------------------------
2008 2007
--------- ---------
Operating expenses:
General and administrative ............... $ -- $ 73,824
Research and development ................. -- 667,824
Depreciation and amortization ............ 9,608 10,448
--------- ---------
Total operating expenses ................. 9,608 752,096
--------- ---------
Loss from operations ..................... (9,608) (752,096)
--------- ---------

Other income (expense):
Interest income .......................... -- 202
Loss on disposal of assets ............... (3,837) --
Other income (expense) ................... (30) (185)
--------- ---------
Total other income (expense) ............. (3,867) 17
--------- ---------
Net loss from discontinued operations .... $ (13,475) $(752,079)
========= =========

NOTE 4 -- STOCKHOLDERS EQUITY

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.

UNITS:

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 two shares of the Company's common stock in exchange
for $0.10 per common share ($.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. Our Board of Directors authorized the
separation of the Units into their component parts twice, once in July 2004 and
again in February 2005. Our Board of Directors again authorized the separation
of the Units again in April 2008. On April 11, 2008 holders of 100,300 Units
contributed $20,060 to convert 100,300 shares of preferred stock into 200,600
shares of common stock. On June 27, 2008, holders of 47,000 Units contributed
$9,400 to convert 47,000 shares of preferred stock into 94,000 shares of common
stock. As of November 30, 2008 and August 31, 2008, there were 295,862 and
295,862 Units outstanding that had not been separated, respectively. These units
are presented as their underlying securities on our balance sheet and consist of
295,862 shares of Series A Preferred Stock and 887,586 shares of common stock
which is included in the issued and outstanding shares.

SUBSCRIBED COMMON STOCK:

As of November 30, 2008 and August 31, 2008, there were no shares of
subscribed stock issuable.

COMMON STOCK:

Under the terms of our acquisition of JDA, we issued 43,000,000 shares
of our common stock to the previous owners of JDA. Of these shares, 29,843,160
were placed into escrow pending the achievement of certain development and
operating goals. These escrowed shares were not included in the calculation of
the purchase price of JDA and will be included in that calculation if and to the
extent that the applicable contingencies are resolved and the shares are
released from escrow. The development and operating goals that relate to the
release of these shares, and the number of shares to be released at the time the
goal is achieved are as follows: (i) 7,460,790 shares upon the completion of the
"Development Phase", as defined in the Merger Agreement between the Company and
JDA (already released); (ii) 9,325,986 shares upon the completion of the
"Pre-Clinical Testing Phase as defined in the merger agreement; and (iii)
13,056,382 shares upon the completion of the Clinical Approval Phase. On
September 10, 2009, the remaining 22,382,368 shares in escrow were released back
to the Company and subsequently retired.

On October 13, 2008, the Company sold 1,500,000 shares of its common
stock, to an accredited investor, under a stock purchase agreement at $0.01 per
common share.

On October 13, 2008, the Company sold 1,500,000 shares of its common
stock, to Anthony Silverman, our President and CEO, under a stock purchase
agreement at $0.01 per common share.

On October 17, 2008, the Company issued 2,000,000 shares of its common
stock to the University of Maryland in connection with the extension of the
License Agreement. This License Agreement was terminated on April 7, 2009 and
the shares were returned to the Company and subsequently retired.

On October 29, 2008, the Company issued 793,720 shares of its common
stock to holders of convertible promissory notes in lieu of an annual cash
interest payment of $39,686.

WARRANTS:

Details relative to the 5,899,159 outstanding warrants at November 30,
2008 and August 31, 2008, respectively are as follows:

Date of Number Exercise Expiration
Grant of Shares Price Date
- -------------------------------------------- ----------------- ------------ -----------------------

First quarter of fiscal 2002 25,000 $ 2.90 October 17, 2007
Second quarter of fiscal 2002 5,751 1.19 January 30, 2008
Third quarter of fiscal 2002 1,100,000 0.50 April 23, 2007
Second quarter of fiscal 2004 100,000 0.32 January 8, 2007
Third quarter of fiscal 2004 40,000 0.27 April 15, 2014
Fourth quarter of fiscal 2004 10,000 0.29 June 4, 2009
Third quarter of fiscal 2006 200,000 0.35 March 13, 2008
-----------------

Outstanding, August 31, 2006 1,480,751

Second quarter of fiscal 2007 (100,000) 0.32 January 8, 2007
Second quarter of fiscal 2007 2,158,326 0.50 December 4, 2008
Third quarter of fiscal 2007 (1,100,000) 0.50 April 23, 2007
-----------------

Outstanding, August 31, 2007 2,439,077

First quarter of fiscal 2008 (25,000) 2.90 October 17, 2007
First quarter of fiscal 2008 3,633,332 0.50 September 17, 2009
Second quarter of fiscal 2008 (5,750) 1.19 January 30, 2008
Second quarter of fiscal 2008 57,500 0.40 December 3, 2009
Third quarter of fiscal 2008 (200,000) 0.35 March 13, 2008
-----------------

Outstanding, August 31, 2008 5,899,159
=================

First quarter of fiscal 2009 -
-----------------

Outstanding, November 30, 2008 5,899,159
=================

STOCK OPTIONS:

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.

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.

SFAS 123(R) 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.

During the three month periods ended November 30, 2008 and 2007, zero
and 50,000 employee options were exercised, respectively, zero and 10,000
options were forfeited, respectively and 25,000 and zero options expired. As of
November 30, 2008, $2,299 of total unrecognized compensation cost related to
employee stock options is expected to be recognized over a weighted average
period of approximately 0.18 years. Additional information relative to our
employee options outstanding at November 30, 2008 is summarized as follows:

Options Options
Outstanding Exercisable
----------- -----------

Number of options ................................... 4,337,526 4,334,192
Aggregate intrinsic value of options ................ -- --
Weighted average remaining contractual term (years).. 3.00 2.94
Weighted average exercise price ..................... $ 0.69 $ 0.69

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 2009 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 November
30, 2008.

NOTE 5 -- NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE:

Convertible notes payable consist of the following as of November 30,
2008 and August 31, 2008:

November 30, August 31,
2008 2008
--------------- ----------------

12.0% convertible note due March 31, 2012 .............................. $ 2,712 $ 2,712

8.0% convertible notes due March 31, 2009 (1) .......................... 200,000 200,000

6.0% convertible notes due March 31, 2009, net of a discount of
$5,263 and $125,001 as of November 30, 2008 and August 31, 2008 (2) 1,289,737. 1,169,999

6.0% convertible notes due September 17, 2009, net of a discount of
$212,697 and $279,212 as of November 30, 2008 and August 31, 2008 . 877,303 810,788
--------------- ----------------

Total unsecured convertible notes payable .............................. 2,369,752 2,183,499
Less: Current portion ................................................. (2,369,752) (1,372,711)
--------------- ----------------

Long-term portion ...................................................... $ -- $ 810,788
=============== ================

(1) $75,000 in principal converted on July 27, 2009
(2) $1,265,000 in principal converted on July 27, 2009

On March 13, 2006, we issued to an accredited investor; a convertible
subordinated promissory note in the principal amount of $350,000, originally
payable on May 13, 2007 (at the end of fourteen months following the date of
issue), accrues interest at the rate of 8% and is convertible into our common
stock at a conversion price of $1.00 per common share. The due date under this
note was extended until July 15, 2007 and subsequently extended until January
15, 2008. In addition, we issued, to that investor, a two-year warrant for the
purchase of 200,000 shares of our common stock at an exercise price of $0.35 per
share. We recognized a discount on this Convertible Subordinated Promissory Note
of $47,379 related to the fair value of the warrants issued in connection with
the note. On May 15, 2007, the accrued interest of $32,649 was converted into
130,718 shares of the Company's common stock at a per share price of $0.25.
Accordingly, the Company recognized a beneficial conversion feature of $22,222.
On September 4, 2007, as an incentive to extend the note to January 15, 2008,
the Company lowered the conversion rate of the note to $0.20 per common share
from $1.00. Accordingly, the Company recognized a beneficial conversion feature
of $87,500. During fiscal 2008, we expensed $87,500 as interest and finance
charges, as a result of amortization of the note discounts. During May 2008, the
investor entered into an agreement whereunder the date on which payment is due
is extended until December 4, 2008, the price at which amounts due under the
notes may be converted to shares of common stock was reduced to $0.15 per share;
provided that any conversion effected on or before June 16, 2008 would be at a
price of $0.05 per share. On June 11, 2008, the investor elected to convert
$380,301 in principal and accrued interest into 7,606,027 shares of common stock
at an exercise price of $0.05 per share. The Company recognized $293,678 in
conversion expense as a result of the reduction of the conversion price to
induce conversion.

During October 2006, we entered into note purchase agreements for
convertible promissory notes with five accredited investors for financing in the
aggregate amount of $250,000. These notes were payable on March 15, 2007, and
accrue interest at the rate of 10% per annum and were convertible into our
common stock at a conversion price of $0.20 per common share. We recognized a
beneficial conversion feature in the amount of $193,750 relative to these notes.
During the second quarter of fiscal 2007, holders of notes in the aggregate
principal of $100,000 elected to convert their notes, with unpaid accrued
interest of $2,774, into 513,869 shares of common stock which were issued in
June 2007. On March 15, 2007, investors holding the remaining notes in the
principal amount of $150,000 agreed to extend the due date of their respective
notes until September 15, 2007. These notes were further extended until December
31, 2007. During December 2007, the holder of a $50,000 note extended the note
to June 30, 2008. During December 2007, the holder of the remaining $100,000
note elected to convert that principal, plus accrued interest of $11,808 into
559,041 shares of common stock. During May 2008, the remaining $50,000 investor
entered into an agreement whereunder the date on which payment is due is

extended until December 4, 2008, the price at which amounts due under the notes
may be converted to shares of common stock was reduced to $0.15 per share;
provided that any conversion effected on or before June 16, 2008 would be at a
price of $0.05 per share. On June 12, 2008, the investor elected to convert
$58,164 in principal and accrued interest into 1,163,288 shares of common stock
at an exercise price of $0.05 per share. The Company recognized $43,623 in
conversion expense as a result of the reduction of the conversion price to
induce conversion.

During December 2006, we issued seven Convertible Promissory Notes in
an aggregate principal amount of $480,000. These Convertible Promissory Notes
are due December 4, 2008, bear interest at the rate of 6% per annum and are
convertible into our common stock at a rate of $0.30. The Convertible Promissory
Notes were issued in a private offering of Units, each consisting of a
Convertible Promissory Note and a warrant for the purchase of one half the
number of common shares into which each Convertible Promissory Note is
convertible. The warrants expire on December 4, 2008 and have an exercise price
of $0.50 per share. We recognized a discount of $58,708 related to the warrants
and a beneficial conversion feature of $269,541 related to these notes. During
the first three months of fiscal 2009, $41,560 was expensed as interest and
finance charges as a result of amortizing the discount and beneficial conversion
feature. In fiscal 2009, $480,000 of principal plus accrued interest was
converted into common stock. See Note 11, Subsequent Events for further
information on this conversion.

During January 2007, we issued fourteen additional Convertible
Promissory Notes in an aggregate principal amount of $485,000 as a continuation
of the private offering of Units that commenced in December, 2006. We recognized
a discount of $55,446 related to the warrants and a beneficial conversion
feature of $300,197 related to these notes. During the first three months of
fiscal 2009, $47,241 was expensed as interest and finance charges as a result of
amortizing the discount and beneficial conversion feature. In fiscal 2009,
$455,000 of principal plus accrued interest was converted into common stock. See
Note 11, Subsequent Events for further information on this conversion.

During February 2007, we issued eight additional Convertible
Promissory Notes in an aggregate principal amount of $330,000 as a continuation
of the private offering of Units described above. We recognized a discount of
$35,487 related to the warrants and a beneficial conversion feature of $192,820
related to these notes. During the first three months of fiscal 2009, $31,238
was expensed as interest and finance charges as a result of amortizing the
discount and beneficial conversion feature. In fiscal 2009, $330,000 of
principal plus accrued interest was converted into common stock. See Note 11,
Subsequent Events for further information on this conversion.

During May and June 2007, we issued nine Convertible Promissory Notes
in an aggregate principal amount of $700,000. These Convertible Promissory Notes
are due May 7, 2008, bear interest at the rate of 8% per annum and are
convertible into our common stock at a rate of $0.25. We recognized a beneficial
conversion feature of $501,000 related to these notes. During fiscal 2008,
$349,857 was expensed as interest and finance charges as a result of amortizing
the beneficial conversion feature. During May 2008, the investors entered into
agreements whereunder the dates on which payment is due is extended until
December 4, 2008, the price at which amounts due under the notes may be
converted to shares of common stock was reduced to $0.15 per share; provided
that any conversion effected on or before June 16, 2008 would be at a price of
$0.05 per share. On May 30, 2008, holders of two $25,000 notes elected to
convert $54,126 in principal and accrued interest into 1,082,522 shares of
common stock at an exercise price of $0.05 per share. During June 2008, the
three investors holding $450,000 in notes elected to convert $499,479 in
principal and accrued interest into 9,989,589 shares of common stock at an
exercise price of $0.05 per share. The Company recognized $434,201 in conversion
expense as a result of the reduction of the conversion price to induce
conversion. Four investors holding the remaining $200,000 in principal notes
have extended until December 4, 2008. In fiscal 2009, $75,000 of principal plus
accrued interest was converted into common stock. See Note 11, Subsequent Events
for further information on this conversion.

On September 7, 2007, the Company issued to Stanley Schloz, a former
member of the Company's Board of Directors, a convertible promissory note for
bridge financing in the principal amount of $150,000. This note bears interest
at a rate of 12% and is payable monthly. The principal is due in full on
December 15, 2007. On November 30, 2007, the Company repaid $100,000 of the
principal. In connection with this repayment, Mr. Schloz agreed to extend the
remaining principal until January 14, 2008. The note is convertible into the
Company's common stock at a conversion price of $0.20 per common share. During
May 2008, Mr. Schloz entered into an agreement whereunder the date on which
payment is due is extended until December 4, 2008, the price at which amounts
due under the notes may be converted to shares of common stock was reduced to
$0.15 per share; provided that any conversion effected on or before June 16,
2008 would be at a price of $0.05 per share. On June 9, 2008, the investor
elected to convert $50,000 in principal into 1,000,000 shares of common stock at

an exercise price of $0.05 per share. The Company recognized $33,333 in
conversion expense as a result of the reduction of the conversion price to
induce conversion. Mr. Schloz elected to extend $2,712 in accrued interest until
March 31, 2012 which is convertible at $0.15 per share.

During September through November 2007, we issued twenty-seven
Convertible Promissory Notes in an aggregate principal amount of $1,090,000.
These Convertible Promissory Notes are due September 17, 2009, bear interest at
the rate of 6% per annum and are convertible into our common stock at a rate of
$0.30. The Convertible Promissory Notes were issued in a private offering of
Units, each consisting of a Convertible Promissory Note and a warrant for the
purchase of the number of common shares into which each Convertible Promissory
Note is convertible. The warrants expire on September 17, 2009 and have an
exercise price of $0.50 per share. We recognized a discount of $180,330 related
to the warrants and a beneficial conversion feature of $318,330 related to these
notes. During the first three months of fiscal 2009, $66,514 was expensed as
interest and finance charges as a result of amortizing the discount and
beneficial conversion feature. On October 29, 2008, the Company issued 793,720
shares of its common stock to holders of convertible promissory notes in lieu of
an annual cash interest payment of $39,686. The company also recorded $26,457 in
conversion expense as a result of reducing the conversion price from $0.30 to
$0.05 per share for this conversion. In November 2009, holders of $1,090,000 in
principal and $83,828 in accrued interest converted their notes into 23,476,566
shares of common stock at a conversion price of $0.05. The Company recognized
$391,276 in conversion expense as a result of the reduction of the conversion
price to induce conversion. See Note 11, Subsequent Events for further
information on this conversion.

CONVERTIBLE RELATED PARTY NOTES PAYABLE:

November 30, August 31,
2008 2008
------------ ------------

10.0% convertible note due March 31, 2009 (1) .................. $ 63,822 $ 63,822

------------ ------------

Outstanding unsecured related party convertible notes payable... $ 63,822 $ 63,822
============ ============

(1) Note and accrued interest converted July 27, 2009

On June 9, 2008, we issued to Mr. Silverman a convertible promissory
note for extended interest expense in the amount of $63,822. this note accrued
interest at a rate of 10% per annum and was due, including accrued interest on
March 31, 2009. In fiscal 2009, $63,822 of principal plus accrued interest was
converted into common stock. See Note 11, Subsequent Events for further
information on this conversion.

OTHER NOTES PAYABLE:

On October 1, 2008, the Company entered into a note payable agreement
to finance $20,157 of directors and officer's insurance premiums. The note bears
interest at a rate of 9.35% per annum and is due in nine monthly installments of
$2,328, including principal and interest, beginning on November 1, 2008

NOTE 6 -- COMMITMENTS AND CONTINGENCIES

RESEARCH AND DEVELOPMENT AGREEMENTS:

During May 2007, the Company entered into an agreement with Saint
Joseph's Research Institute (SJRI) in Norcross Georgia to conduct two additional
animal studies relating to the pre-clinical testing of the Oncosphere product.
The term of the agreement is to continue for the time required to conduct the
two studies. The first study, a non-radioactive study, has been completed at a
cost of approximately $9,000. The second study began in the second half of the
2007 calendar year and is expected to cost approximately $200,000. We are
planning an additional animal study to begin after December 2007 with SJRI at an
anticipated cost of $200,000. We conducted a second animal study with SJRI in
October 2007. Due to a lack of funding, we were unable to fully complete this
study and consequently terminated our study with SJRI.

On June 11, 2007, the Company entered into a six-month consulting
agreement with a medical doctor. We agreed to pay $2,500 per month for this
consulting contract. The doctor will provide inputs for the design and
development of our microsphere, and provide us access to clinical facilities for
the purposes of reviewing activities associated with the handling, use and
administration of microsphere brachytherapy products. This doctor agreed to
accept unregistered common stock as payment for his services. Accordingly,
22,689 shares, representing $6,667 in consulting fees are currently listed in
subscribed common stock. These shares were issued in October 2007 and valued
based on the average market price of our common stock. This contract was
completed and never renewed.

CONSULTING CONTRACT

In September 2008, the company entered into a six month consulting
agreement with its Chief Financial Officer, Michael Kramarz. 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
$50 per hour worked and will turn in weekly time sheets for approval. Mr.
Kramarz had previously had a consulting contract for the period of January 2008
through August 2008. During the three months ended November, 2008, we incurred
an expense of $23,440 under that agreement.

NOTE 7 - LICENSE AGREEMENT

The technology underlying the medical device that was formerly being
developed by the Company was subject to a certain Master License Agreement
("License"), effective September 16, 2003, between Oncologix's predecessor, JDA,
as Licensee, and the University of Maryland (the "University") as Licensor. We
assumed JDA's position in our acquisition of JDA.

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. Below were the details of the License Agreement prior to its
termination.

NOTE 8 -- RELATED PARTY TRANSACTIONS

In connection with the $1,090,000 in financing raised from September
through November 2007, the Company paid Anthony Silverman, a former member of
our Board of Directors, a finders' fee totaling $66,000.

During May and June 2008, the Company issued 4,759,452 and 13,134,000
shares of common stock, respectively, to Anthony Silverman, a former Director of
the Company in connection with the conversion of four convertible promissory
notes. During June 2008, the Company issued 1,000,000 shares of common stock to
Stanley Schloz, a former Director of the Company in connection with the
conversion of a convertible promissory note. Please see Note 4 - Notes Payable
for a more complete description of these transactions.

NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 166 ("SFAS No. 166") "Accounting
for Transfers of Financial Assets - an amendment of SFAS No. 140" which improves
the relevance, representational faithfulness and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor's continuing
involvement, if any, in transferred financial assets. This Statement has the
same scope as Statement 140. Accordingly, this Statement applies to all
entities. SFAS No. 166 must be applied as of the beginning of each reporting
entity's first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period and for interim and
annual reporting periods thereafter. We do expect the adoption of SFAS No. 166
to have a material effect on our financial condition or results of operations.

In May 2009, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 165 ("SFAS No. 165") "Subsequent Events"
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. In particular, this Statement sets forth: (1) The
period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition; (2) The circumstances under which an entity should recognize events
or transactions occurring after the balance sheet date in its financial
statements; (3) The disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. In accordance with this
Statement, an entity should apply the requirements to interim or annual
financial periods ending after June 15, 2009. We do expect the adoption of SFAS
No. 165 to have a material effect on our financial condition or results of
operations.

In May 2008, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 162 ("SFAS 162") "The Hierarchy of
Generally Accepted Accounting Principles" which identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of non-governmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States. This statement is effective 60 days following the SEC's
approval of the PCAOB amendment to AU Section 411, The Meaning of Present Fairly
in Conformity with Generally Accepted Accounting Principles.

In December 2007, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 160 ("SFAS 160")
"Non-controlling Interest in Consolidated Financial Statements - an amendment of
ARB No. 51" which improves the relevance, comparability and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require: a) the ownership interest in subsidiaries held by parties other than
the parent be clearly identified, labeled and presented in the consolidated
financial statements; b) the amount of consolidated net income attributable to
the parent and to the non-controlling interest be clearly identified and
presented on the face of the consolidated statement of income; c) changes in a
parents controlling interest in its subsidiary are to be accounted for
consistently; d) when a subsidiary is deconsolidated, any retained
non-controlling equity investment in the former subsidiary be initially measured
at fair value; and entities provide sufficient disclosures that clearly identify
and distinguish between the interest of the parent and the interest of the
non-controlling owners. SFAS No. 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008. We
do not expect the adoption of SFAS No. 160 to have a material effect on our
financial condition or results of operations.

In February 2007, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities" ("SFAS 159"), which is effective for fiscal years beginning after
November 15, 2007. SFAS 159 permits entities to choose to measure many financial
instruments and certain other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. We do not expect the adoption of SFAS 159 to have a material impact
on our financial condition or results of operations.

NOTE 10 -- 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 2009 and prior to achieving breakeven. Originally, as a result
of the acquisition of JDA and the associated License Agreement with the
University, the Company was required, under the terms of the amended license
agreement to raise substantial funds for the development of the technology
associated with the License Agreement. Due to the termination of the License
Agreement in April 2009, we will not be required to raise these funds.

As of the date of this report, we will need approximately $250,000 to
fund operations for the next twelve (12) months, without regard to repaying any
short-term convertible or non-convertible notes payable. This funding will allow
us to maintain basic operations and to bring our public filings current and keep
them current. Our Company has never been profitable and we have had to rely on
debt and equity financings to fund operations. Significant delays in the
implementation of our plans could affect the ability to obtain future debt and
equity funding which may affect or ability to continue as a going concern.

NOTE 11 -- SUBSEQUENT EVENTS

On December 1, 2008, the company entered into a Stock Purchase
Agreement with an accredited investor to sell 1,500,000 shares of common stock
at $0.01 per share. In connection with this agreement, the company also issued
150,000 shares of common stock for payment of a 10% finder's fee. The shares
were issued in December 2008.

On January 13, 2009, the company entered into a Stock Purchase
Agreement with an accredited investor to sell 300,000 shares of common stock at
$0.01 per share. The shares were issued in April 2009.

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

(e) 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.

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

(g) 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.

(h) The Company will transfer its marketing rights to its
subsidiary, Oncologix Corporation and issued IUTM 10% of the
equity ownership of that subsidiary.

On March 1, 2009, Michael Kramarz, the Company's Chief Financial
Officer, signed an additional six 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
$90 per hour worked and will turn in weekly time sheets for approval. Mr.
Kramarz had previously had a consulting contract for the period of January 2008
through February 2009. An additional six month consulting contract was signed on
September 1, 2009, at the rate of $70 per hour worked.

On March 17, 2009, the company entered into a Stock Purchase Agreement
with an accredited investor to sell 1,000,000 shares of common stock at $0.015
per share. The shares were issued in April 2009.

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.

On May 12, 2009, the company entered into a Stock Purchase Agreement
with three accredited investors to sell 2,000,000 shares of common stock at
$0.015 per share. The shares were issued in May 2009.

On May 22, 2009, the company entered into a Stock Purchase Agreement
with an accredited investor to sell 1,000,000 shares of common stock at $0.015
per share. The shares were issued in June 2009.

On June 11, 2009, the company entered into a Stock Purchase Agreement
with an accredited investor to sell 1,500,000 shares of common stock at $0.02
per share. The shares were issued in June 2009.

In April and May of 2009, convertible promissory note holders elected
to convert $1,546,098 in principal and accrued interest into 30,921,961 shares
of common stock. The company also recorded $1,621,767 in conversion expense as a
result of reducing the conversion price from $0.30 to $0.05 per share for this
conversion.

By letter dated August 12, 2009, the Securities and Exchange
Commission ("SEC") notified us that unless we become current with our required
public filings by August 27, 2009, the SEC may cause the Company to be
de-registered under the securities laws and that the SEC may issue an order
suspending public trading of the Company's securities. As a result of
preliminary conversations with the staff of the SEC, the Company believes that
additional time may be granted that will be sufficient for the Company to be
compliant with its filings. However, there is no assurance of that outcome. Such
de-registration and suspension of trading will seriously limit the ability of
investors to re-sell any of our shares held by them. In June, 2009, we began an
effort to achieve compliance with all reporting requirements and our independent
auditors began the process of examining our financial statements with a view to
certifying them as required by law. This process was completed as shown by the
auditor's report on the Financial Statements included in this Annual Report.

In November 2009, holders of $1,090,000 in principal and $83,828 in
accrued interest converted their notes into 23,476,566 shares of common stock at
a conversion price of $0.05. These convertible notes were originally due on
September 17, 2009. The Company recognized $391,276 in conversion expense as a
result of the reduction of the conversion price to induce conversion.

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, 2008.

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.

GENERAL DISCUSSION

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. The discontinuation
of the telephone business segment has been recorded separately in the
accompanying consolidated financial statement.

Our new 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 of the
Oncosphere project. This information is being presented as discontinued
operations for all periods shown.

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. The SEC suggests that all registrants list their
most "critical accounting policies" in MDA. A critical accounting policy is one
which is both important to the portrayal of the Company's financial condition
and results of operations and requires management's most difficult, subjective
or complex judgments, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain. Management believes the
following critical accounting policies affect its more significant judgments and
estimates in the preparation of its consolidated financial statements: The
carrying value of long-lived assets, stock based compensation, deferred income
tax valuation allowances, pending or threatening litigation and the allocation
of assets acquired and liabilities assumed in acquisitions.

Carrying value 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 as well as other
long-lived assets. We record property and equipment at cost with depreciation

provided for on the straight-line method over the estimated useful lives of the
related assets. Impairment loss, if any, is measured by the amount which the
carrying amount of the assets exceeds the fair value of the assets.

Stock-based compensation. Effective September 1, 2006, we adopted the
fair value recognition provisions of SFAS 123(R), using the modified prospective
transition method. Under that transition method, employee compensation cost
recognized in fiscal 2007 includes: (i) compensation cost for all share-based
payments granted prior to, but not yet vested as of September 1, 2006, based on
the grant date fair value estimated in accordance with the original provisions
of SFAS 123 and (ii) compensation cost for all share-based payments granted
subsequent to September 1, 2006, based on the grant date fair value estimated in
accordance with the provisions of SFAS 123(R). Results for prior periods have
not been restated. Stock-based employee compensation expense is recognized as a
component of general and administrative expense in the Statement of Operations.
The fair value of options granted is estimated using the Black-Scholes option
pricing model. This model utilizes the following factors to calculate the fair
value of options granted: (i) annual dividend yield, (ii) weighted-average
expected life, (iii) risk-free interest rate and (iv) expected volatility.
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.

Deferred tax assets. In assessing the realizability of deferred tax
assets, management assesses the likelihood that deferred tax assets will be
recovered from future taxable income, and to the extent that recovery is not
likely a valuation allowance is established. We adjust the valuation allowance
in the period management determines it is more likely than not that deferred tax
assets will or will not be realized. To date, we have fully reserved for our
deferred tax assets based primarily on our history of recurring losses.

Reserves related to pending or threatening litigation. We previously
had a dispute with Softalk, which is more fully described in the notes to our
Consolidated Financial Statements for the fiscal year ended August 31, 2007.
This dispute had been dormant and accordingly, we did not recognize a liability
for this dispute in fiscal 2006 or fiscal 2007. This matter was resolved
pursuant to a Settlement Agreement and Mutual Release dated June 20, 2007
whereunder Softalk paid the Company $10,000 and each party released the other
from all prior contractual agreements, made between the parties and agreed to a
full settlement and discharge and mutual release of all existing and potential
claims.

Allocation of assets acquired and liabilities assumed in the
acquisition of JDA. Assets acquired and liabilities assumed were recorded at
their estimated fair values. The value allocated to the purchased in-process
research and development costs requires forward looking, income-based models, in
which we utilized the discounted cash flow method to project cash flows. We
estimated that positive cash flows from our product would commence in the second
quarter of fiscal 2011. If our project gets delayed, this could affect the
discounted future cash flow and reduce the value of the acquired in-process
research and development. Additionally, projected revenue was derived from
amounts currently being reimbursed by Medicare. Should those reimbursement
amounts change significantly, this could adversely affect how we value current
and future acquired in-process research and development costs.

COMPARISON OF THE THREE MONTH PERIOD ENDED NOVEMBER 30, 2008 TO THE THREE MONTH
PERIOD ENDED NOVEMBER 30, 2007

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, and public
relations expenses. These expenses relate primarily to general corporate
overhead and accordingly are segregated from general and administrative expenses
that related directly to our telephone business, which are included in the
results from discontinued operations. General and administrative expenses that
are specific to our telephone business include bad debt expense, agent's
commissions, outside services, postage, web-hosting expense and phone licenses.
The medical device business expenses have been reported as discontinued
operations in this report.

General and administrative expense decreased to $222,513 during the
three-month period ended November 30, 2008, from $224,432, a decrease of 1% or
$1,919 from the comparable period in fiscal 2008. Stock based compensation
expense decreased to $2,238 during the three-month period ended November 30,
2008, from $26,548 during the comparable period in fiscal 2008. This decrease
was a result to canceling option agreements due to the termination of employees
and resignation of directors. Legal and accounting expense decreased to $38,389
during the three-month period ended November 30, 2008, from $68,103 during the
comparable period in fiscal 2008 due primarily to reduced legal and accounting

services as a result of the suspension of operations as of December 31, 2007 as
well as a suspension of our fiscal 2008 audit work. Press Release and board
meeting expense decreased to $235 during the three-month period ended November
30, 2008, from $6,244 during the comparable period in fiscal 2008 due primarily
to the suspension of operations on December 31, 2007 and holding telephonic
board meetings to save on travel expenses. Licenses and fees increased to
$83,566 during the three-month period ended November 30, 2008, from $3,567
during the comparable period in fiscal 2008 as a result of the issuance of
2,000,000 shares of stock to the University of Maryland to extend our License
Agreement.

Depreciation and Amortization

Depreciation and amortization decreased to $416 during the three-month
period ended November 30, 2008, from $515 in the comparable period in fiscal
2008. The decrease in depreciation and amortization from fiscal 2009 to fiscal
2008 was the result of assets becoming fully depreciated during fiscal 2008.

Interest Income

Consolidated interest income decreased to nil during the three-month
period ended November 30, 2008, from $229, a decrease of $229, or 100%, from the
comparable period in fiscal 2008. The decrease is the result of carrying a lower
average cash balance in our savings accounts as a result of financing troubles.

Interest and Finance Charges

Consolidated interest and finance charges decreased to $259,140 for
the three-month period ended November 30, 2008, from $468,780, a decrease of 45%
or $209,640 for the comparable period in fiscal 2008. The decrease is primarily
attributable to conversions of convertible promissory notes at the end of fiscal
2008.

A summary of interest and finance charges is as follows:

Three Months Ended
November 30,
---------------------
2008 2007
-------- --------

Interest expense on nonconvertible notes ............. $ 157 $ 13,130
Interest expense on convertible notes payable ........ 41,339 61,130
Amortization of note payable discounts ............... 186,252 354,698
Other interest and finance charges ................... 31,392 39,822
-------- --------
Total interest and finance charges ................... $259,140 $468,780
======== ========

Discontinued Operations

Loss from discontinued operations for our medical device business
decreased to $13,475 for the three-month period ended November 30, 2008, from
$752,079 during the comparable period during fiscal 2008 The decreased was a
result of suspending operations on December 31, 2007.

Three Months Ended
November 30,
------------------------
2008 2007
--------- ---------
Operating expenses:
General and administrative .................... $ -- $ 73,824
Research and development ...................... -- 667,824
Depreciation and amortization ................. 9,608 10,448
--------- ---------
Total operating expenses ...................... 9,608 752,096
--------- ---------
Loss from operations .......................... (9,608) (752,096)
--------- ---------

Other income (expense):
Interest income ............................... -- 202
Loss on disposal of assets .................... (3,837) --
Other income (expense) ........................ (30) (185)
--------- ---------
Total other income (expense) .................. (3,867) 17
--------- ---------
Net loss from discontinued operations ......... $ (13,475) $(752,079)
========= =========

LIQUIDITY AND CAPITAL RESOURCES

We were unable to obtain the financing necessary to continue
operations after December 31, 2007. Consequently, we terminated the employment
of all of our personnel, effective as of that date. We anticipate that we will
require $250,000 to operate for the next twelve months. These funds are expected
to be raised through small private placements, although there is no assurance of
any success in doing so. We plan to engage in discussions with IUTM in the next
two months with a view to establishing the nature of our future relationships
and to develop detailed plans for future operations and for obtaining the
necessary financing. Any future operations will depend on our ability to raise
sufficient funds from investors.

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. We never achieved positive cash flow or
profitability in our telephone business because we did not generate a volume of
business sufficient to cover our overhead costs. Our financial statements
contain explanatory language related to our ability to continue as a going
concern and our auditors have qualified their opinion on our Consolidated
Financial Statements for the year ended August 31, 2008, included as a part of
this Report, reflecting uncertainty as to our ability to continue in business as
a going concern.

On November 30, 2008, we had cash and cash equivalents of $442. 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.

Below is a summary listing for the next 12 months, as of November 30,
2008, of our required minimum cash payments including 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.
Accrued
Due Date Interest Rate Amount Interest*** Total Owed Convertible/Non-Convertible
-------- ------------- ------ ----------- ---------- ---------------------------

07/27/2009(1) 10.00% 63,822 7,012 70,834 Converted at $0.05 on 7/27/09
03/31/2012(2) 12.00% 2,712 1,237 3,949 Convertible at $0.15 per share
7/27/2009 8.00% 75,000 12,784 87,784 Converted at $0.05 on 7/27/09
12/04/08 (3) 8.00% 125,000 12,548 137,548 Convertible at $0.15 per share
7/27/2009 6.00% 1,265,000 122,481 1,387,481 Converted at $0.05 on 7/27/09
1/22/2010 6.00% 30,000 3,847 33,847 Convertible at $0.30 per share
9/17/2009 6.00% 1,090,000 83,828 1,173,828 Convertible at $0.30 per share

---------------- ---------------- ----------------

$ 2,651,534 $ 243,737 $ 2,895,271
================ ================ ================

(1) Debt held by Anthony Silverman, our CEO, President and member of our Board of Directors.
(2) Debt held by Stanley Schloz, a former member of our Board of Directors.
(3) Interest calculated through 08/31/09
*** Interest calculated to maturity or conversion

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).

Our business involves 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.

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 4. Controls and Procedures

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under
the Exchange Act as a process designed by, or under the supervision of, the
company's principal executive officer and principal financial officer and
effected by our board of directors, management and other personnel, 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 and includes those policies and
procedures that:

o pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of the company;

o provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and

o provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

As of August 31, 2008 we conducted an evaluation, under the
supervision and with the participation of our principal executive officer and
principal financial officer, of the effectiveness of our internal control over
financial reporting based on the criteria for effective internal control over
financial reporting established in "Internal Control -- Integrated Framework,"
issued by the Committee of Sponsoring Organizations (COSO) of the Treadway
Commission. Based upon this assessment, we determined that there are material
weaknesses affecting our internal control over financial reporting.

The matters involving internal controls and procedures that our
management considers to be material weaknesses under COSO and SEC rules are: (1)
lack of a functioning audit committee and lack of independent directors on our
board of directors, resulting in potentially ineffective oversight in the
establishment and monitoring of required internal controls and procedures; (2)
inadequate segregation of duties consistent with control objectives; (3)
insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements; and (4) ineffective controls over period end financial
disclosure and reporting processes. The aforementioned potential material
weaknesses were identified by our Chief Financial Officer in connection with the
preparation of our financial statements as of March 31, 2009 who communicated
the matters to our management and board of directors.

Management believes that the material weaknesses set forth in items
(2), (3) and (4) above did not have an affect on our financial results. However,
the lack of a functioning audit committee and lack of a majority of independent
directors on our board of directors, resulting in potentially ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, can impact our financial statements.

Management's Remediation Initiatives
------------------------------------

Although we are unable to meet the standards under COSO because of the
limited funds available to a company of our size, we are committed to improving
our financial organization. As funds become available, we will undertake to: (1)
create a position to segregate duties consistent with control objectives, (2)
increase our personnel resources and technical accounting expertise within the
accounting function (3) appoint one or more outside directors to our board of

directors who shall be appointed to a Company audit committee resulting in a
fully functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures; and
(4) prepare and implement sufficient written policies and checklists which will
set forth procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements.

We will continue to monitor and evaluate the effectiveness of our
internal controls and procedures and our internal control over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow. However, because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision making can be faulty and that
breakdowns can occur because of simple error or mistake. The design of any
system of controls is based in part on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Projections of
any evaluation of controls effectiveness to future periods are subject to risks.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 1A. Risk Factors

No changes since filing of our Form 10-K for the year ended August 31, 2008.

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

- ------------------------- ------------------------------- ----------------------------------------------------------------
Date of Sale Proceeds from Sale Further Description and Remarks
- ------------------------- ------------------------------- ----------------------------------------------------------------

October 13, 2008 $15,000 On October 13, 2008, the Company sold 1,500,000 shares of
common stock to an accredited investor at $0.01 per share.
- ------------------------- ------------------------------- ----------------------------------------------------------------
October 13, 2008 $15,000 On October 13, 2008, the Company sold 1,500,000 shares of
common stock to its CEO, Anthony Silverman at a price of $0.01
per share.
- ------------------------- ------------------------------- ----------------------------------------------------------------
December 1, 2008 $15,000 On December 1, 2008, the Company sold 1,500,000 shares of
common stock to an accredited investor at $0.01 per share.
- ------------------------- ------------------------------- ----------------------------------------------------------------
January 13, 2009 $3,000 On January 13, 2009, the Company sold 300,000 shares of common
stock to an accredited investor at $0.01 per share.
- ------------------------- ------------------------------- ----------------------------------------------------------------
March 17, 2009 $15,000 On March 17, 2009, the Company sold 1,000,000 shares of common
stock to an accredited investor at $0.015 per share.
- ------------------------- ------------------------------- ----------------------------------------------------------------
May 13, 2009 $30,000 On May 13, 2009, the Company sold 2,000,000 shares of common
stock to three accredited investors at $0.015 per share.
- ------------------------- ------------------------------- ----------------------------------------------------------------
May 22, 2009 $15,000 On May 22, 2009, the Company sold 1,000,000 shares of common
stock to an accredited investor at $0.015 per share.
- ------------------------- ------------------------------- ----------------------------------------------------------------
June 13, 2009 $30,000 On June 13, 2009, the Company sold 1,500,000 shares of common
stock to an accredited investor at $0.02 per share.
- ------------------------- ------------------------------- ----------------------------------------------------------------
September 11, 2009 $25,000 On September 11, 2009, the Company issued a 90-day $25,000
promissory note to Anthony Silverman, its CEO and President.
The note bears an interest rate of 6%.
- ------------------------- ------------------------------- ----------------------------------------------------------------
September 30, 2009 $25,000 On September 30, 2009, the Company sold 1,250,000 shares of
common stock to an accredited investor at $0.02 per share.
- ------------------------- ------------------------------- ----------------------------------------------------------------

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

ITEM 5. Other Information

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.

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: November 17, 2009 ONCOLOGIX TECH, INC.

By: /s/ Anthony Silverman
-------------------------------
Anthony Silverman,
President and Chief
Executive Officer

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