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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 May 31, 2009.

[ ] 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 December 8, 2009, there were 181,206,474 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 INFORMATION..................................................... 3

ITEM 1. Financial Statements

Condensed Consolidated Balance Sheets as of May 31, 2009 (Unaudited)
and August 31, 2008...................................................... 4

Condensed Consolidated Statements of Operations (Unaudited) for the
three and nine month periods ended May 31, 2009 and 2008................. 5

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

Condensed Consolidated Statements of Cash Flows (Unaudited) for the
nine month period ended May 31, 2009 and 2008............................ 7

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

ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................. 23

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk......... 29

ITEM 4. Controls and Procedures........................................... 29

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings................................................. 31

ITEM 1A. Risk Factors..................................................... 31

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

ITEM 3. Defaults Upon Senior Securities................................... 31

ITEM 4. Submission of Matters to a Vote of Security Holders............... 31

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

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

IMPORTANT NOTICE

This Report was required to be filed on July 15, 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 our
upcoming Annual Report on Form 10-K for the year ended August 31, 2009.

PART I: FINANCIAL INFORMATION

ITEM 1. Financial Statements

ONCOLOGIX TECH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

May 31, August 31,
2009 2008
------------ ------------
(Unaudited)
ASSETS

Current Assets:
Cash and cash equivalents ..................................................... $ 14,327 $ 9,912
Prepaid expenses and other current assets ..................................... 11,771 6,659
Prepaid commissions ........................................................... 17,253 75,511
------------ ------------
Total current assets ................................................. 43,351 92,082

Property and equipment (net of accumulated depreciation
of $18,380 and $18,679) ....................................................... 3,122 4,527
Deposits and other assets .......................................................... -- 2,691
Investment in IUTM ................................................................. 3,186 --
Marketing rights ................................................................... 212 --
Longterm assets of discontinued operations ......................................... 32,349 141,017
------------ ------------

Total assets .................................................... $ 82,220 $ 240,317
============ ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Convertible notes payable (net of discount of $79,670 and $125,001) ........... $ 1,168,042 $ 1,372,711
Convertible notes payable related parties .................................... 235,025 63,822
Notes payable ................................................................. 4,602 --
Accounts payable and other accrued expenses ................................... 240,417 268,886
Accrued interest payable ...................................................... 79,640 124,548
Current liabilities of discontinued operations ................................ 1,625 95,349
------------ ------------

Total current liabilities ................................................. 1,729,351 1,925,316

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

Total liabilities ..................................................... 1,729,351 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
May 31, 2009 and August 31, 2008, respectively ............................ 296 296
Common stock, par value $.001 per share; 200,000,000 shares authorized;
144,861,034 and 136,117,314 shares issued at May 31, 2009 and
August 31, 2008, respectively; 122,478,664 and 113,734,944 shares
outstanding at May 31, 2009 and August 31, 2008, respectively ............. 122,479 113,735
Additional paid-in capital .................................................... 53,546,408 51,889,552
Accumulated deficit ........................................................... (56,866,354) (54,499,370)
Common stock subscribed, underlying common shares of 31,707,567 and 0 ......... 1,550,378 --
Noncontrolling interest ....................................................... (338) --
------------ ------------

Total stockholders' deficit ........................................... (1,647,131) (2,495,787)
------------ ------------

Total liabilities and stockholders' deficit ........................... $ 82,220 $ 240,317
============ ============

See accompanying notes to condensed consolidated financial statements.

ONCOLOGIX TECH, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2009 AND 2008

Three Months Ended Nine Months Ended
May 31, May 31, May 31, May 31,
2009 2008 2009 2008
------------- ------------- ------------- -------------

Operating expenses:
General and administrative ...................... $ (23,667) $ 153,573 $ 298,766 $ 456,845
Depreciation and amortization ................... 413 473 1,255 1,587
------------- ------------- ------------- -------------
Total operating expenses ........................ (23,254) 154,046 300,021 458,432
------------- ------------- ------------- -------------
Loss from operations ............................ 23,254 (154,046) (300,021) (458,432)
------------- ------------- ------------- -------------

Other income (expense):
Interest income ................................. -- 1 -- 331
Interest and finance charges .................... (131,632) (409,936) (519,565) (1,364,240)
Conversion expense .............................. (1,503,927) -- (1,530,384) --
Loss on disposal of assets ...................... -- -- (382) (3,194)
Other income (expense) .......................... (4,619) (1,443) (9,214) (1,443)
------------- ------------- ------------- -------------
Total other income (expense) .................... (1,640,178) (411,378) (2,059,545) (1,368,546)
------------- ------------- ------------- -------------
Net loss from continuing operations ............. (1,616,924) (565,424) (2,359,566) (1,826,978)
------------- ------------- ------------- -------------
Discontinued operations:
Operating loss from discontinued operations ..... (5,498) (12,025) (30,084) (1,142,275)
Gain on disposal of discontinued operations ..... -- -- 22,116 --
------------- ------------- ------------- -------------

Loss from discontinued operations ................. (5,498) (12,025) (7,968) (1,142,275)
Less loss attributable to noncontrolling interest (550) -- (550) --
------------- ------------- ------------- -------------
Net loss from discontinued operations ............. (4,948) (12,025) (7,418) (1,142,275)
------------- ------------- ------------- -------------

Net loss before income taxes ...................... (1,621,872) (577,449) (2,366,984) (2,969,253)

Income taxes ...................................... -- -- -- --
------------- ------------- ------------- -------------
Net loss .......................................... $ (1,621,872) $ (577,449) $ (2,366,984) $ (2,969,253)
============= ============= ============= =============

Loss per common share, basic and diluted:
Continuing operations ........................ $ (0.01) $ (0.01) $ (0.02) $ (0.03)
Discontinued operations ...................... (0.00) (0.00) (0.00) (0.02)
------------- ------------- ------------- -------------
$ (0.01) $ (0.01) $ (0.02) $ (0.05)
============= ============= ============= =============

Weighted average number of shares
outstanding basic and diluted .................. 122,196,055 71,877,987 120,149,751 71,481,165
============= ============= ============= =============

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 ........... -- -- 2,150,000 2,150
Issuance of stock for interest ........... -- -- 793,720 794
Issuance of stock purchased .............. -- -- 8,800,000 7,800
Induced conversion expense - interest
paid with stock ....................... -- -- -- --
Returement of stock ...................... -- -- (2,000,000) (2,000)
Induced conversion expense - conversion
notes payable ......................... -- -- -- --
Conversion notes payable ................. -- -- -- --
Conversion notes payable - related parties -- -- -- --
Sale of noncontrolling interest .......... -- -- -- --
Net loss ................................. -- -- -- --
------------ ------------ ------------ ------------

Balance, May 31, 2009 .................... 295,862 $ 296 123,478,664 $ 122,479
============ ============ ============ ============

See accompanying notes to condensed consolidated financial statements.

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

Additional Common Non-
Paid-in Accumulated Stock Controlling
Capital Deficit Subscribed Interest 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 . 1,303,625 -- -- -- 1,303,625
Net loss ................................. -- (4,590,813) -- -- (4,590,813)
------------ ------------ ------------ ------------ ------------

Balance, August 31, 2008 ................. $ 51,889,552 (54,499,370) $ -- $ -- $ (2,495,787)
============ ============ ============ ============ ============

Stock based compensation ................. 1,030 -- -- -- 1,030
Issuance of stock for services ........... 79,350 -- -- -- 81,500
Issuance of stock for interest ........... 38,892 -- -- -- 39,686
Issuance of stock purchased .............. 85,200 -- 15,000 -- 108,000
Induced conversion expense - interest
paid with stock ....................... 26,457 -- -- -- 26,457
Returement of stock ...................... (78,000) -- -- -- (80,000)
Induced conversion expense - conversion
notes payable ......................... 1,503,927 -- -- -- 1,503,927
Conversion notes payable ................. -- -- 1,465,331 -- 1,465,331
Conversion notes payable - related parties -- -- 70,047 -- 70,047
Sale of noncontrolling interest .......... -- -- -- 212 212
Net loss ................................. -- (2,366,984) -- (550) (2,367,534)
------------ ------------ ------------ ------------ ------------

Balance, May 31, 2009 .................... $ 53,546,408 $(56,866,354) $ 1,550,378 $ (338) $ (1,647,131)
============ ============ ============ ============ ============

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 NINE MONTHS ENDED MAY 31, 2009 AND 2008

For the Nine Months Ended
May 31, May 31,
2009 2008
----------- -----------

Operating activities:
Net loss ................................................... $(2,367,534) $(2,969,253)
Net loss from discontinued operations .................. 7,968 1,142,275
----------- -----------
Net loss from continuing operations .................... (2,359,566) (1,826,978)

Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization .......................... 1,255 1,587
Loss on disposal of property and equipment ............. 382 3,194
Stock based compensation expense ....................... 1,030 28,619
Amortization of discount on notes payable and warrants . 324,543 987,591
Induced conversion expense notes payable ............... 1,530,384 --
Issuance of stock and warrants for services ............ 1,500 15,119
Beneficial conversion feature stock issued for interest 39,686 2,320

Changes in operating assets and liabilities:
Prepaid expenses and other current assets .............. 15,045 15,998
Prepaid commissions .................................... 58,258 24,661
Deposits and other assets .............................. 2,691 1,915
Accounts payable and other accrued expenses ............ 206,556 132,253
Accrued interest payable ............................... 86,648 175,307
----------- -----------
Net operating cash flows continuing operations ............ (91,588) (438,414)

Net operating cash flows discontinued operations .......... (246) (826,935)
----------- -----------
Net cash used in operating activities ...................... (91,834) (1,265,349)
----------- -----------

Investing activities:
Investment in joint venture ................................ (3,186) --
----------- -----------
Net investing cash flows continuing operations ............ (3,186) --

Net investing cash flows discontinued operations .......... 6,990 (1,534)
----------- -----------
Net cash used in investing activities ...................... 3,804 (1,534)
----------- -----------

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 conversion of units ......................... -- 20,060
Proceeds from the issuance of common stock ................ 108,000 --
Repayment of notes payable ................................ (15,555) (18,897)
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 92,445 1,127,663
----------- -----------
Net increase (decrease) in cash and cash equivalents ........... 4,415 (139,220)

Cash and cash equivalents, beginning of period ................. 9,912 141,691
----------- -----------
Cash and cash equivalents, end of period ....................... $ 14,327 $ 2,471
=========== ===========

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 and nine months ended
May 31, 2009 and 2008 are as follows:

Three Months Ended Nine Months Ended
------------------------------ ------------------------------
May 31, May 31, May 31, May 31,
------------- ------------- ------------- -------------
2009 2008 2009 2008
------------- ------------- ------------- -------------

Net loss attributable to common shareholders
Continuing operations ............... $ (1,616,924) $ (565,424) $ (2,359,566) $ (1,826,978)
Discontinued operations ............. (4,948) (12,025) (7,418) (1,142,275)
------------- ------------- ------------- -------------
$ (1,621,872) $ (577,449) $ (2,366,984) $ (2,969,253)
============= ============= ============= =============
Weighted average shares outstanding ........ 122,196,055 71,877,987 120,149,751 71,481,165
============= ============= ============= =============

Loss per common share, basic and diluted:
Continuing operations ............... $ (0.01) $ (0.01) $ (0.02) $ (0.03)
Discontinued operations ............. (0.00) (0.00) (0.00) (0.02)
------------- ------------- ------------- -------------
$ (0.01) $ (0.01) $ (0.02) $ (0.05)
============= ============= ============= =============

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.

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:

May 31, August 31,
2009 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 .............................. 32,349 141,017
Investment in joint venture ......................... -- --
-------- --------

Total long-term assets of discontinued operations 32,349 141,017
-------- --------

Total assets of discontinued operations .................. $ 32,349 $141,017
======== ========

Current liabilities of discontinued operations:
Accounts payable and other accrued expenses ......... $ 1,625 $ 95,349
-------- --------

Total liabilities of discontinued operations ............. $ 1,625 $ 95,349
======== ========

Net assets of discontinued operations .................... $ 30,724 $ 45,668
======== ========

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

Three Months Ended Nine Months Ended
May 31, May 31, May 31, May 31,
-------------------------- --------------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------

Operating expenses:
General and administrative ......................... $ 375 $ 1,716 $ 1,779 $ 128,206
Research and development ........................... 971,648
Depreciation and amortization ...................... 5,123 9,650 23,812 29,914
----------- ----------- ----------- -----------
Total operating expenses ........................... 5,498 11,366 25,591 1,129,768
----------- ----------- ----------- -----------
Loss from operations ............................... (5,498) (11,366) (25,591) (1,129,768)
----------- ----------- ----------- -----------

Other income (expense):
Interest income .................................... -- -- -- 270
Loss on disposal of assets ......................... -- (659) (4,463) (13,890)
Other income (expense) ............................. -- -- (30) 1,113
----------- ----------- ----------- -----------
Total other income (expense) ....................... -- (659) (4,493) (12,507)
----------- ----------- ----------- -----------

Loss from discontinued operations .................. (5,498) (12,025) (30,084) (1,142,275)

Gain on disposal of discontinued operations ........ -- -- 22,116 --
----------- ----------- ----------- -----------
Loss from discontinued operations ............... (5,498) (12,025) (7,968) (1,142,275)

Less loss attributable to noncontrolling interest (550) -- (550) --
----------- ----------- ----------- -----------

Net loss from discontinued operations .............. $ (4,948) $ (12,025) $ (7,418) $(1,142,275)
=========== =========== =========== ===========

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 May 31, 2009
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 May 31, 2009, we have 30,707,567 shares of subscribed stock that are
issuable for the conversion of $1,535,378 in principal and accrued interest in
convertible notes at a conversion price of $0.05 per share. An additional
1,000,000 shares of subscribed stock are issuable for a stock purchase agreement
with an accredited investor at $0.015.

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. Below is a listing of recent stock
sales:

- ------------------------- ------------------------------- ----------------------------------------------------------------
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 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.
- ------------------------- ------------------------------- ----------------------------------------------------------------
November 3, 2009 $25,000 On November 3, 2009, the Company sold 1,250,000 shares of
common stock to an accredited investor at $0.02 per share.
- ------------------------- ------------------------------- ----------------------------------------------------------------

WARRANTS:

Details relative to the 3,700,832 and 5,899,159 outstanding warrants at May
31, 2009 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 May 31, 2009
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 2,158,327 0.50 December 4, 2008
Third quarter of fiscal 2007 (1,100,000) 0.50 April 23, 2007
-----------------

Outstanding, August 31, 2007 2,439,078

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 (5,751) 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
=================

Second quarter of fiscal 2009 (2,158,327) 0.30 December 4, 2008
Third quarter of fiscal 2009 (40,000) 0.27 May 31, 2009
-----------------

Outstanding, May 31, 2009 3,700,832
=================

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 nine month periods ended May 31, 2009 and 2008 zero and 50,000
employee options were exercised, respectively, 13,334 and 1,065,000 options were
forfeited, respectively and 33,333 and 8,333 options expired. As of May 31,
2009, $0 of total unrecognized compensation cost related to employee stock
options is expected to be recognized over a weighted average period of
approximately 0.02 years. Additional information relative to our employee
options outstanding at May 31, 2009 is summarized as follows:

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

Number of options ................................. 4,355,858 4,355,858
Aggregate intrinsic value of options .............. $ -- $ --
Weighted average remaining contractual term (years) 2.49 2.49
Weighted average exercise price ................... $ 0.68 $ 0.68

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 third 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 May 31,
2009.

NOTE 5 -- NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE:

Convertible notes payable consist of the following as of May 31, 2009 and
August 31, 2008:

May 31, August 31,
2009 2008
----------- -----------

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

8.0% convertible notes due December 4, 2008 ............................ 125,000 200,000

6.0% convertible note due January 22, 2010, net of a discount of
$0 and $125,001 as of May 31, 2009 and August 31, 2008 ............ 30,000 1,169,999

6.0% convertible notes due September 17, 2009, net of a discount of
$79,670 and $279,212 as of May 31, 2009 and August 31, 2008........ 1,010,330 810,788
----------- -----------

Total unsecured convertible notes payable .............................. 1,168,042 2,183,499
Less: Current portion ................................................. (1,168,042) (1,372,711)
----------- -----------

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

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 nine months of fiscal 2009, $43,073 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 12, 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 nine months of fiscal 2009,
$49,317 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 12,
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 nine months of fiscal 2009, $32,611 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 12, 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 12, 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 thirty-four 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 nine months of fiscal 2009, $199,542 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 12, Subsequent Events for further
information on this conversion.

CONVERTIBLE RELATED PARTY NOTES PAYABLE:

May 31, August 31,
2009 2008
-------- --------

6.0% convertible note due March 31, 2012 (1) ........................ $235,025 $ 63,822

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

Outstanding unsecured related party convertible notes payable........ $235,025 $ 63,822
======== ========

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 12, Subsequent Events for further
information on this conversion.

On April 1, 2009, we issued to Ms. Lindstrom, our former Chief Executive
Officer, a convertible promissory note in lieu of payment of $235,025 in accrued
salary owed to Ms. Lindstrom. This note accrues interest at a rate of 6% per
annum and is due on March 31, 2012. The note is convertible into shares of the
Company's common stock at a rate of $0.05 per common share. Ms. Lindstrom signed
an abstention to convert this note until December 1, 2009.

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.

May 31, August 31,
2009 2008
------ ------
9.35% note payable due July 1, 2009 ................................. $4,602 $ --

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

Outstanding unsecured related party convertible notes payable........ $4,602 $ --
====== ======

NOTE 6 -- COMMITMENTS AND CONTINGENCIES

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. The
Company entered into another six month consulting contract with Mr. Kramarz on
March 1, 2009 at an hourly rate of $90. During the nine months ended May 31,
2009, we incurred an expense of $60,158 under these agreements.

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.

NOTE 8 -- RELATED PARTY TRANSACTIONS

In September 2009, the Company issued a 90-day promissory note to Anthony
Silverman, its CEO, in the amount of $25,000. Please see Note 12 for further
information on this promissory note.

NOTE 9 - JOINT VENTURE

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

(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.

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

NOTE 10 - 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.

NOTE 11 -- 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 12 -- SUBSEQUENT EVENTS

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 July 2009 convertible promissory note holders converted $1,546,098 in
principal and accrued interest into 30,921,961 shares of common stock. The
company also recorded $1,503,927 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 September 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 shares were issued in November 2009. 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.

On September 11, 2009, the Company issued a 90-day promissory note to
Anthony Silverman, its CEO, in the amount of $25,000. The note bears an interest
rate of 6%

On September 30, 2009, the company entered into a Stock Purchase Agreement
with an accredited investor to sell 1,250,000 shares of common stock at $0.02
per share. The shares were issued in October 2009.

On October 31, 2009, the Company entered into a note payable agreement to
finance $19,200 of directors and officer's insurance premiums. The note bears
interest at a rate of 8.99% per annum and is due in nine monthly installments of
$2,214, including principal and interest, beginning on November 30, 2009.

On November 3, 2009, the company entered into a Stock Purchase Agreement
with an accredited investor to sell 1,250,000 shares of common stock at $0.02
per share. The shares were issued in November 2009.

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. While this transaction was completed on February 27, 2009,
the Company still had retained some assets which 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 AND NINE MONTH PERIODS ENDED MAY 31, 2009 TO THE THREE
AND NINE MONTH PERIODS ENDED MAY 31, 2008

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 and medical device 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, phone
licenses, customer support salaries, and commodity and excise taxes. General and
administrative expenses that are specific to our medical device business include
salaries, press releases, office expense, legal and accounting expense,
telephone expense, rent expense and licenses and fees.

General and administrative expense decreased to ($23,667) during the
three-month period ended May 31, 2009, from $153,573, a decrease of over 100% or
$177,240 from the comparable period in fiscal 2008. Stock based compensation
expense decreased to ($2,380) during the three-month period ended May 31, 2009,
from $17,337 during the comparable period in fiscal 2008. This decrease was a
result to canceling option agreements due to the resignation of directors in
fiscal 2009. Legal and accounting expense decreased to $6,917 during the
three-month period ended May 31, 2009, from $39,829 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. Payroll and related expenses increased
to $41,797 during the three-month period ended May 31, 2009, from $0 during the
comparable period in fiscal 2008 due to the accrual of salary for our Chief
Executive Officer and salary for our Chief Financial Officer in accordance with
his consulting agreement during fiscal 2009. Insurance expense decreased to
$3,145 for the three-month period ended May 31, 2009, from $8,791 during the
comparable period in fiscal 2008 due primarily to the reduced need for coverage

with the closing of the physical offices. Outside services decreased to $637
during the three-month period ended May 31, 2009, from $12,702 during the
comparable period in fiscal 2008 as a result of shifting of consulting fees to
payroll for the Company's Chief Financial Officer. Marketing and consulting
expense decreased to $0 for the three month period ended May 31, 2009, from
$67,547 during the comparable period in fiscal 2008 due consulting contracts in
effect for fiscal 2008. Licenses and fees expense decreased to ($76,828) during
the three month period ended May 31, 2009, from $3,124 during the comparable
period in fiscal 2008. This decrease was a result of the cancellation of
2,000,000 shares of stock originally issued to the University of Maryland to
extend our License Agreement. This License Agreement was terminated in April
2009 and the shares were returned.

General and administrative expense decreased to $298,766 during the nine
month period ended May 31, 2009, from $456,845, a decrease of 35% or $158,079
from the comparable period in fiscal 2008. Legal and accounting expense
decreased to $63,509 during the nine month period ended May 31, 2009, from
$190,358 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. Payroll
and related expenses increased to $154,357 during the nine month period ended
May 31, 2009, from $125,228 during the comparable period in fiscal 2008 due to
the accrual of salary for our Chief Executive Officer and salary for our Chief
Financial Officer in accordance with his consulting agreement during fiscal
2009. Marketing and consulting expense decreased to $0 for the nine month period
ended May 31, 2009, from $24,369 during the comparable period in fiscal 2008 due
to consulting contracts in effect for fiscal 2008. Outside services decreased to
$28,694 during the nine month period ended May 31, 2009, from $35,125 during the
comparable period in fiscal 2008 as a result of shifting of consulting fees to
payroll for the Company's Chief Financial Officer. Stock based compensation
expense decreased to $1,031 during the nine month period ended May 31, 2009,
from $14,683 during the comparable period in fiscal 2008. This decrease was a
result to canceling option agreements due to the resignation of directors in
fiscal 2009. Insurance expense decreased to $17,142 for the nine month period
ended May 31, 2009, from $28,021 during the comparable period in fiscal 2008 due
primarily to the reduced need for coverage with the closing of the physical
offices.

Depreciation and Amortization

Depreciation and amortization decreased to $413 during the three-month
period ended May 31, 2009, from $473 in the comparable period in fiscal 2008.
The decrease in depreciation and amortization from fiscal 2008 to fiscal 2009
was the result of assets becoming fully depreciated during fiscal 2008.

Depreciation and amortization decreased to $1,255 during the nine-month
period ended May 31, 2009, from $1,587 in the comparable period in fiscal 2008.
The decrease in depreciation and amortization from fiscal 2008 to fiscal 2009
was the result of assets becoming fully depreciated during fiscal 2008.

Interest Income

Interest income decreased to nil during the three-month period ended May
31, 2009, from $1, 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 income decreased to nil during the nine-month period ended May 31,
2009, from $331, 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

Interest and finance charges decreased to $131,632 for the three-month
period ended May 31, 2009, from $409,936, a decrease of 68% or $278,304 for the
comparable period in fiscal 2008. The decrease is primarily attributable to
conversions of convertible promissory notes at the end of fiscal 2008 as well as
lower expensing of note discounts which were fully expensed in fiscal 2008.

Interest and finance charges decreased to $519,565 for the nine-month
period ended May 31, 2009, from $1,364,240, a decrease of 62% or $844,675 for
the comparable period in fiscal 2008. The decrease is primarily attributable to
conversions of convertible promissory notes at the end of fiscal 2008 as well as
lower expensing of note discounts which were fully expensed in fiscal 2008.

A summary of interest and finance charges is as follows:

Three Months Ended Nine Months Ended
May 31, May 31, May 31, May 31,
----------------------- -----------------------
2009 2008 2009 2008
---------- ---------- ---------- ----------

Interest expense on nonconvertible notes .... $ 213 $ -- $ 740 $ 482
Interest expense on convertible notes payable 44,111 79,407 126,334 233,045
Amortization of note payable discounts ...... 67,245 283,460 324,543 989,910
Other interest and finance charges .......... 21,563 47,069 67,948 140,803
---------- ---------- ---------- ----------
Total interest and finance charges .......... $ 133,132 $ 409,936 $ 519,565 $1,364,240
========== ========== ========== ==========

Conversion Expense

Conversion expense increased to $1,503,927 for the three-month period ended
May 31, 2009, from $0, an increase of more than 100% for the comparable period
in fiscal 2008. The increase was due to the issuance of shares of common stock
to holders of convertible promissory notes in lieu of an annual cash interest
payment, as well as the conversion of convertible promissory notes, as a result
of reducing the conversion price from $0.30 to $0.05 per share for these
conversions. See Note 5 for more information on these conversions.

Conversion expense increased to $1,530,834 for the nine-month period ended
May 31, 2009, from $0, an increase of more than 100% for the comparable period
in fiscal 2008. The increase was due to the issuance of shares of common stock
to holders of convertible promissory notes in lieu of an annual cash interest
payment, as well as the conversion of convertible promissory notes, as a result
of reducing the conversion price from $0.30 to $0.05 per share for theses
conversions. See Note 5 for more information on these conversions.

Discontinued Operations

Loss from discontinued operations for our medical device business decreased
to $4,948 and $7,418 for the three and nine month periods ended May 31, 2009,
respectively, from $12,025 and $1,142,275, respectively, during the comparable
period during fiscal 2008. The decrease was a result of suspending operations on
December 31, 2007.

Three Months Ended Nine Months Ended
May 31, May 31, May 31, May 31,
-------------------------- --------------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------

Loss from discontinued operations .................. (5,498) (12,025) (30,084) (1,142,275)

Less loss attributable to noncontrolling interest (550) -- (550) --
----------- ----------- ----------- -----------

Net loss from discontinued operations .............. $ (4,948) $ (12,025) $ (7,418) $(1,142,275)
=========== =========== =========== ===========

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 May 31, 2009, we had cash and cash equivalents of $14,327. 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 May 31, 2009, 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.

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

3/31/2012(1) 12.00% 2,712 1,237 3,949 Convertible at $0.15 per share
12/4/2008(2) 8.00% 125,000 12,548 137,548 Convertible at $0.15 per share
1/22/2010 6.00% 30,000 3,847 33,847 Convertible at $0.30 per share
9/17/2009 (3) 6.00% 1,090,000 83,828 1,173,828 Convertible at $0.30 per share
---------------- ---------------- ----------------

$ 1,247,712 $ 101,460 $ 1,349,172
================ ================ ================

(1) Debt held by Stanley Schloz, a former member of our Board of Directors.
(2) Interest calculated through 08/31/09
(3) Converted in September 2009
*** 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

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.
- ------------------------- ------------------------------- ----------------------------------------------------------------
November 3, 2009 $25,000 On November 3, 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

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 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: December 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