|                                  
|----------------------------------
|                                  
|                                  
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549            
|                                  
|FORM 10-QSB                       

|x |  | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- |  | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2006

|o |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGEACT
OF 1934
|- |  | ---------------------------------------------------------------------------------

|For the transition period from                 
to    
|------------------------------------------------------
|                                                      
|Commission File No. 333-123431                        
|                                                      
|PATHOGENICS, INC.                                     
|(Exact Name of Registrant as Specified in its Charter)

|Delaware                        |  | 2833                         |  | 43-2078278                        
|------------------------------- |  | ---------------------------- |  | ----------------------------------
|(State or Other Jurisdiction of |  | (Primary Standard Industrial |  | (IRS Employer Identification. No.)
|Incorporation)                  |  | Classification Code Number)  |  |                                   

|99 Derby Street, Suite 200, Hingham, MA 02043                 
|--------------------------------------------------------------
|(Address of Principal Executive Offices) (Zip Code)           
|                                                              
|Issuers telephone number, including area code: (781) 556-1090

|Securities registered pursuant to Section 12(b) of the Exchange Act: None                           
|----------------------------------------------------------------------------------------------------
|                                                                                                    
|Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share

Indicate by check mark whether the issuer (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 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. YesxNo o

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

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 48,567,616 shares of Common Stock, $0.001 per share, as of November 30, 2006.

Transitional Small Business Disclosure Format (check one): Yes o  Nox



---

---





PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

PATHOGENICS, INC.(A Development Stage Company)

CONSOLIDATED BALANCE SHEETSAs of September 30, 2006 and December 31, 2005 (Unaudited)

|                                                        |  |   | September 30, |   |  |   | December 31, |  
|------------------------------------------------------- |  | - | ------------- | - |  | - | ------------ | -
|                                                        |  |   | 2006          |   |  |   | 2005         |  
|ASSETS                                                  |  |   |               |   |  |   |              |  
|Current Assets                                          |  |   |               |   |  |   |              |  
|Cash                                                    |  | $ | 13,945        |   |  | $ | 284          |  
|Note receivable                                         |  |   | 90,000        |   |  |   |             |  
|Other receivable                                        |  |   | 8,515         |   |  |   |             |  
|                                                        |  |   |               |   |  |   |              |  
|TOTAL ASSETS                                            |  | $ | 112,460       |   |  | $ | 284          |  
|                                                        |  |   |               |   |  |   |              |  
|                                                       
|                                                       
|LIABILITIES AND STOCKHOLDERS DEFICIT                   |  |   |               |   |  |   |              |  
|                                                       
|LIABILITIES                                             |  |   |               |   |  |   |              |  
|Current Liabilities                                     |  |   |               |   |  |   |              |  
|Accounts payable and accrued liabilities                |  | $ | 476,315       |   |  | $ | 269,010      |  
|Advance from Egenix                                     |  |   | 85,545        |   |  |   |             |  
|Loans payable  related parties                         |  |   | 25,317        |   |  |   | 33,837       |  
|                                                        |  |   |               |   |  |   |              |  
|TOTAL LIABILITIES                                       |  |   | 587,177       |   |  |   | 302,847      |  
|                                                        |  |   |               |   |  |   |              |  
|                                                       
|                                                       
|                                                       
|Shareholders Deficit                                   |  |   |               |   |  |   |              |  
|Preferred stock, $0.001 par value, 10,000,000           |  |   |               |   |  |   |              |  
|shares authorized, none issued and outstanding          |  |   |              |   |  |   |             |  
|Common stock, $0.001 par value, 110,000,000 shares      |  |   |               |   |  |   |              |  
|authorized, 49,257,271 and 46,748,650 shares issued and |  |   |               |   |  |   |              |  
|48,567,616 and 46,748,650 shares outstanding            |  |   | 49,257        |   |  |   | 46,749       |  
|Additional paid-in capital                              |  |   | 179,193       |   |  |   | 109,151      |  
|Treasury stock, 689,655 shares                          |  |   | (20,000       | ) |  |   |             |  
|Deficit accumulated during the development stage        |  |   | (683,167      | ) |  |   | (458,463     | )
|                                                        |  |   |               |   |  |   |              |  
|Total shareholders deficit                             |  |   | (474,717      | ) |  |   | (302,563     | )
|                                                        |  |   |               |   |  |   |              |  
|                                                       
|TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT             |  | $ | 112,460       |   |  | $ | 284          |  
|                                                        |  |   |               |   |  |   |              |  

See notes to financial statements.

2

---



PATHOGENICS, INC.
(A Development Stage
Company)

CONSOLIDATED STATEMENTS OF EXPENSESThree Months and Nine Months Ended
September 30, 2006 and 2005 and 
the Period from December 16, 1997 (Inception)
Through September 30, 2006 (Unaudited)

|                                        |  | Three
          Months Ended
          September 30, 2006 |            | Nine
          Months Ended
September 30, 2006 |  |   | Inception
    Through
    September 30, |  
|--------------------------------------- |  | --------------------------------------------------------- | ---------- | ---------------------------------------------- |  | - | --------------------------------------- | -
|                                        |  |                                                           | 2006       |                                                |  |   | 2005                                    |  
|                                        |  |                                                           |            |                                                |  |   |                                         |  
|Revenue  license
        fees          |  | $                                                         | 103,830    |                                                |  | $ |                                        |  
|Operating
        Expenses:             |  |                                                           |            |                                                |  |   |                                         |  
|General and
        administrative      |  |                                                           | 125,506    |                                                |  |   | 69,071                                  |  
|Research and
        development        |  |                                                           | 24,011     |                                                |  |   | 15,814                                  |  
|                                        |  |                                                           |            |                                                |  |   |                                         |  
|Total Operating
        Expenses        |  |                                                           | 149,517    |                                                |  |   | 84,885                                  |  
|                                        |  |                                                           |            |                                                |  |   |                                         |  
|Operating
        loss                  |  |                                                           | (45,687    | )                                              |  |   | (84,885                                 | )
|Interest expense                        |  |                                                           | (7,927     | )                                              |  |   |                                        |  
|                                        |  |                                                           |            |                                                |  |   |                                         |  
|Net loss                                |  |                                                           | (53,614    | )                                              |  |   | (84,885                                 | )
|                                       
|Preferred
        dividends             |  |                                                           |           |                                                |  |   | 2,118                                   |  
|                                        |  |                                                           |            |                                                |  |   |                                         |  
|Net loss attributable
        to common |  |                                                           |            |                                                |  |   |                                         |  
|stockholders                            |  | $                                                         | (53,614    | )                                              |  | $ | (87,003                                 | )
|                                        |  |                                                           |            |                                                |  |   |                                         |  
|                                       
|Basic and
        diluted net loss per  |  |                                                           |            |                                                |  |   |                                         |  
|common
        share                    |  | $                                                         | (0.00      | )                                              |  | $ | (0.00                                   | )
|Weighted average
        common         |  |                                                           |            |                                                |  |   |                                         |  
|shares
        outstanding              |  |                                                           | 47,447,301 |                                                |  |   | 41,403,830                              |  

See notes to financial statements.

3

---



PATHOGENICS, INC.
(A
Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH
      FLOWSNine Months Ended September 30, 2006 and 2005 andthe Period from December 16, 1997 (Inception) Through September 30, 2006

(Unaudited)

|                                                  |  |   | Nine Months   |   |  |   | Nine Months   |   |  |   | Inception     |  
|------------------------------------------------- |  | - | ------------- | - |  | - | ------------- | - |  | - | ------------- | -
|                                                  |  |   | Ended         |   |  |   | Ended         |   |  |   | Through       |  
|                                                  |  |   | September 30, |   |  |   | September 30, |   |  |   | September 30, |  
|                                                  |  |   | 2006          |   |  |   | 2005          |   |  |   | 2006          |  
|                                                  |  |   |               |   |  |   |               |   |  |   |               |  
|CASH FLOWS FROM OPERATING ACTIVITIES              |  |   |               |   |  |   |               |   |  |   |               |  
|Net loss                                          |  | $ | (224,704      | ) |  | $ | (275,782      | ) |  | $ | (677,154      | )
|Adjustments to reconcile net loss to cash used in |  |   |               |   |  |   |               |   |  |   |               |  
|operating activities:                             |  |   |               |   |  |   |               |   |  |   |               |  
|Stock issued for extension of debt                |  |   | 20,000        |   |  |   |              |   |  |   | 20,000        |  
|Changes in:                                       |  |   |               |   |  |   |               |   |  |   |               |  
|Note receivable issued for license fee            |  |   | (90,000       | ) |  |   |              |   |  |   | (90,000       | )
|Other receivable                                  |  |   | 7,485         |   |  |   |              |   |  |   | 7,485         |  
|Accounts payable and accrued liabilities          |  |   | 239,855       |   |  |   | 164,618       |   |  |   | 502,852       |  
|                                                  |  |   |               |   |  |   |               |   |  |   |               |  
|                                                 
|Net Cash Used In Operating Activities             |  |   | (47,364       | ) |  |   | (111,164      | ) |  |   | (236,817      | )
|                                                  |  |   |               |   |  |   |               |   |  |   |               |  
|                                                 
|CASH FLOWS FROM FINANCING ACTIVITIES              |  |   |               |   |  |   |               |   |  |   |               |  
|Advances from related parties                     |  |   | 7,080         |   |  |   | 36,040        |   |  |   | 43,034        |  
|Repayments of advances from related parties       |  |   | (15,600       | ) |  |   |              |   |  |   | (17,717       | )
|Advance from Egenix                               |  |   | 69,545        |   |  |   |              |   |  |   | 69,545        |  
|Proceeds from issuance of common stock            |  |   |              |   |  |   | 900           |   |  |   | 900           |  
|Proceeds from issuance of preferred stock         |  |   |              |   |  |   | 95,000        |   |  |   | 155,000       |  
|                                                  |  |   |               |   |  |   |               |   |  |   |               |  
|                                                 
|Net Cash Provided By Financing Activities         |  |   | 61,025        |   |  |   | 131,940       |   |  |   | 250,762       |  
|                                                  |  |   |               |   |  |   |               |   |  |   |               |  
|                                                 
|NET CHANGE IN CASH                                |  |   | 13,661        |   |  |   | 20,776        |   |  |   | 13,945        |  
|                                                 
|CASH AT BEGINNING OF PERIOD                       |  |   | 284           |   |  |   | 76            |   |  |   |              |  
|                                                  |  |   |               |   |  |   |               |   |  |   |               |  
|                                                 
|CASH AT END OF PERIOD                             |  | $ | 13,945        |   |  | $ | 20,852        |   |  | $ | 13,945        |  
|                                                  |  |   |               |   |  |   |               |   |  |   |               |  
|                                                 
|                                                 
|Supplemental disclosures:                         |  |   |               |   |  |   |               |   |  |   |               |  
|Interest paid                                     |  | $ |              |   |  | $ |              |   |  | $ |              |  
|Income tax paid                                   |  |   |              |   |  |   |              |   |  |   |              |  
|                                                 
|Non-cash investing and financing transactions:    |  |   |               |   |  |   |               |   |  |   |               |  
|Issuance of common shares to founders             |  | $ |              |   |  | $ |              |   |  | $ | 40,000        |  
|Issuance of common shares for recapitalization    |  |   |              |   |  |   | 504           |   |  |   | 504           |  
|Issuance of common shares for liabilities         |  |   | 32,550        |   |  |   |              |   |  |   | 32,550        |  
|Issuance of common shares to First Coventry for   |  |   |               |   |  |   |               |   |  |   |               |  
|collateral on note payable                        |  |   | 20,000        |   |  |   |              |   |  |   | 20,000        |  
|Dividends declared and unpaid                     |  |   |              |   |  |   | 4,521         |   |  |   | 6,013         |  
|Conversion of preferred shares to common shares   |  |   |              |   |  |   |              |   |  |   | 155,000       |  
|Payment by Egenix for legal retainer              |  |   | 16,000        |   |  |   |              |   |  |   | 16,000        |  

See notes to financial statements.

4

---



PATHOGENICS, INC.(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1  BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Pathogenics, Inc. (Pathogenics) have been prepared in accordance with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-QSB.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read
in conjunction with the Managements Discussion and Analysis and the audited financial statements and notes thereto contained in Pathogenics annual report on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for 2005 as reported in Form 10-KSB have been
omitted.

Revenue Recognition. Pathogenics recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured.
Milestone payments on license fees are recognized as revenue under long-term contracts upon the occurrence of contract-specified events if those events coincide with the achievement of a substantive element in a multi-element arrangement.

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

NOTE 2  LOANS PAYABLE  RELATED PARTIES

The maturity date on the note agreement for $20,000 was extended to November 25, 2006. In consideration for this extension, Pathogenics issued 689,656 shares of common stock with a value of $20,000 on August 1,
2006. Pathogenics has not paid any monies under the note and is currently in default.

NOTE 3  COMMON STOCK

In January 2006, Pathogenics issued 229,310 shares of common stock with a value of $6,650 for a penalty accrued in 2005 related to the preferred stock.

In June 2006, Pathogenics issued 689,655 shares of common stock with a value of $20,000 to our subsidiary, First Coventry, as collateral on the $20,000 note payable.  As security for the note payable,
Pathogenics assigned the 3,000 shares in First Coventry to the two noteholders in 2005.

In August 2006, Pathogenics issued 689,656 shares of common stock with a value of $20,000 for extension on a note agreement.

In September 2006, Pathogenics issued 900,000 shares of common stock with a value of $25,900 for services rendered by a former officer.

NOTE 4  PROPOSED MERGER

In June and July 2006, Pathogenics received a total of $69,545 from Egenix, Inc. in connection with the Agreement and Plan of Merger. In August 2006, Egenix paid $16,000 on behalf of Pathogenics to an attorney
for a retainer.  Pathogenics received the unused portion of $8,515 from the attorney in October 2006.  This amount is shown as an other receivable as of September 30, 2006. On November 28, 2006 Egenix issued Pathogenics a promissory note in the
amount of $140,705 at 10% interest with a maturity date of July 31, 2007.

5

---



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion of our results of operations and financial condition in conjunction with our most recent Annual Report on Form 10-KSB for the year ended December 31, 2005. This discussion
includes forward-looking statements that reflect our current views with respect to future events and financial performance. We use words such as we expect, anticipate, believe, and intend
and similar expressions to identify forward-looking statements. Investors should be aware that actual results may differ materially from our expressed expectations because of risks and uncertainties inherent in future events, particularly those
risks identified in the Risk Factors section of the Annual Report, and should not unduly rely on these forward looking statements.

GENERAL

We are a biopharmaceutical company engaged in the acquisition, development and commercialization of novel therapeutics that have potential significant commercial viability and that target certain unmet market needs.
The Company does not initiate any in-house research or development programs but instead outsources as many activities as possible, thereby minimizing fixed costs and maximizing development flexibility. We believe that this business model allows a
flexible approach to partnering during the development process.

We currently own the rights to the two following technologies:

- N-chlorotaurine, a novel anti-microbial agent that has been shown to produce broad spectrum activity against bacteria, fungi, and viruses in preclinical animal models and in
small-scale clinical studies for various topical body-cavity infections; and
- Chloroquine Diphosphate based formulations to reduce motor complications provoked by current dopamine replacement therapy in Parkinsons diseases patients and as a treatment
for arresting the progression of Parkinsons Disease.

We are primarily focused on developing these two technologies. Our core business strategy is to add value to our technologies by developing them up to the point they demonstrate efficacy in small-scale clinical trials
and we obtain US Food & Drug Administration (FDA) approval of an Investigational New Drug (IND) application. We then plan to license them out to larger pharmaceutical companies for FDA approved larger-scale clinical
efficacy trials (Phase I, II and III trials), FDA New Drug Approval (NDA), and sales and marketing, in return for upfront and milestone payments and royalties. To date, neither product candidate has completed the pre-clinical development
necessary to support an FDA IND application which is required to conduct FDA approved clinical trials. Furthermore, the Company has out-licensed only one product to date, and we have only recently received any commercial revenues.

All of the research and development which has been completed on N-chlorotaurine has been completed by the researchers in Austria.  The researchers have completed studies on the impact of N-chlorotaurine on the Candida
virus; studies on the chemical properties of N-chlorotaurine and how it is a key compound in the human defense system to infections; research on N-chlorotaurine for the treatment of infected leg ulcers; a study of the influence of N-chlorotaurine on
nasal mucous; the application of N-chlorotaurine to combat sinus infections complicated by immune suppression; the tolerability of N-chlorotaurine in the middle ear of a guinea pig; the efficacy and tolerability of N-chlorotaurine in treating
swimmers ear; the efficacy and tolerability of N-chlorotaurine in treating pink eye; and the tolerability of N-chlorotaurine in treating sinus infections.

All of the research and development on Chloroquine Diphosphate has been conducted by Alpha Research Group, LLC. Alpha Research Group, LLC hasconducted a ten (10) patient clinical study
using less than one half of the conventional malarial treatment dose of commercially available Chloroquine Diphosphate in a time-released formula with a brain targeting agent.  Data from this study showed that Alpha Research Group, LLCs novel
Chloroquine Diphosphate formulation alleviated bothParkinson's Diseasemotor symptoms in patients diagnosed withParkinson's
Disease, as well as the manifestation of involuntaryjerky motions in patientsand was generally well tolerated even after several months of
continual use.

6

---



Because all of our potential products are currently in research, preclinical development or the early or middle stages of clinical testing, revenues from the sales of any of our products will not occur for at least the
next several years, if at all. As a result, we will need to raise substantial additional funds in the future to continue our research and development programs and to commercialize our potential products. We hope to obtain means of financing our
operations through debt and/or equity financing in connection with a proposed merger with Egenix, Inc. and will continue to seek funding through various sources, including the sale of the Companys securities, collaborative arrangements with
third parties and other strategic alliances and business transactions.

OVERVIEW AND PLAN OF OPERATION

The Company was incorporated in Delaware on December 16, 1997, and had no business operations until the date of the Reorganization, February 10, 2005. We are a biopharmaceutical company engaged in the acquisition,
development and commercialization of novel therapeutics that have potential significant commercial viability and that target certain unmet market needs. We currently own the rights to N-chlorotaurine, a novel anti-microbial agent we believe may be
useful in the treatment of a variety of diseases, and Chloroquine Diphosphate based formulations we believe may be useful in the treatment of symptoms and arresting the progression of Parkinsons Disease. We have been unprofitable since
inception and expect to incur substantial additional operating losses over the next several years.  The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere
in this Form 10-QSB.

Pathogenics is a development stage company.

At September 30, 2006, the Company had total assets of $112,460 (December 31, 2005 - $284), comprised of cash of $13,945 (December 31, 2005 - $284), note receivable of $90,000 (December 31, 2005 -
$0) and other receivable of $8,515 (December 31, 2005 - $0).

The Companys liabilities at September 30, 2006 totalled $579,177 (December 31, 2005 - $302,847), consisting of $468,315 (December 31, 2005 - $269,010) in accounts payables and accrued liabilities;
$85,545 (December 31, 2005 - $0) in advances from Egenix and $25,317 (December 31, 2005 - $33,837) in loans payable to related parties.

The Companys revenue of $103,830 from license fees during the three months ended September 30, 2006 and no revenues for the three months ended September 30, 2005.  The Company incurred net loss for the period of
$53,614 (2005 -$84,885).

The Companys revenue of $153,830 from license fees during the nine months ended September 30, 2006 and no revenues for the nine months ended September 30, 2005.  The Company incurred net loss for the period of
$224,704 (2005 -$275,782).

The Company is presently operating at a loss. The Company will need to raise additional capital, either debt or equity capital, to fund future operation and ultimately to attain profitable operation. On April 14, 2006, the
Company received $50,000 in cash from Acuity Pharmaceuticals, Inc. in connection with a license agreement for N-Chlorotaurine for ophthalmic indications.  During June and July 2006, the Company received $69,545 in cash from Egenix, Inc. in
connection with the Agreement and Plan of Merger. On September 29, 2006, the Company received a promissory note for $90,000 at an interest rate equal to the prime rate published by the Wall Street Journal with a maturity date of December 31,
2006 from Acuity Pharmaceuticals, Inc. in connection with a license agreement for N-Chlorotaurine for ophthalmic indications. On October 2, 2006, the Company received $10,000 in cash from Acuity Pharmaceuticals, Inc. in connection with a license
agreement for N-Chlorotaurine for ophthalmic indications.

The Company believes it can satisfy its cash requirements until the end of the first quarter of 2007, assuming the receipt of funds from Egenix as part of the Agreement and Plan of Merger, as the Company believes it is
currently successful in keeping its expenses low while still in the development stage of its technologies. In connection with the Agreement and Plan of Merger with Egenix, management has received $69,545 of the proceeds of the Egenix Warrant
Call in June - July 2006, a promissory note for $140,705 in November 2006, and expects to receive $60,000 of the proceeds of the Bridge Financing per month commencing in the fourth quarter 2006 until the Closing, intended to be no later than
March 31, 2007.

7

---



If the Company does not have sufficient funds to continue its operations as planned, the Company plans to scale down its operations and/or accrue salaries and expenses until additional financing can be raised. However,
there can be no assurance that any new capital will be available to the Company after the receipt of funds from Egenix, if at all, or that adequate funds for the Company's operations, whether from the Company's financial markets, or other
arrangements will be available when needed or on terms satisfactory to the Company. The Company has no commitments from officers, directors or affiliates to provide funding. The failure of the Company to obtain adequate additional financing may
require the Company to delay, curtail or scale back some or all of its operations. Any additional financing may involve dilution to the Company's then-existing shareholders.

The Companys independent accounting firm raised substantial doubt about Pathogenics ability to continue as a going concern, and the financial statements as presented do not include any adjustments relating to
the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

ITEM 3. CONTROLS AND PROCEDURESEvaluation of disclosure controls and procedures:

Within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. This evaluation was done under the supervision and with the participation of the Companys President and Chief Financial Officer. Based upon that evaluation, they concluded that the Company's disclosure controls and procedures were not
effective in gathering, analyzing and disclosing information needed to satisfy the Company's disclosure obligations under the Exchange Act. The disclosure controls and procedures were not effective due to late filing as a result of lack of
resources. After obtaining the appropriate resources, we will be able to file timely.

Changes in internal controls:

There were no significant changes in the Company's internal controls or in other factors that could significantly affect those controls since the most recent evaluation of such controls.

PART II

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.

On April 18, 2006, the Company received a notice of dispute of the consultancy agreement executed on May 25, 2005, between Jodi A. Nelson and the Company. The Company currently owes Nelson $18,000 in unpaid consulting
fees. We plan to pay these consulting fees through debt and/or equity financing in connection with the Merger.

On May 9, 2006, the Company received a notice of termination of the license agreement executed on May 25, 2005, between Alpha, Nelson and the Company. The Company believes in good faith that the notice of termination is
entirely ineffective, that the license agreement has not been terminated and remains in full-force and effect, and that the Alphas and Nelsons claims in support of termination are entirely without merit.  The Company has elected to seek
relief through application of the formal dispute resolution process in accordance with the clear provisions of license agreement, and intends to vigorously defend its position.

We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations.  We may become involved in
material legal proceedings in the future.

ITEM 2. CHANGES IN SECURITIES

8

---



NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE

ITEM 4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 5.OTHER
INFORMATION

NONE.

ITEM 6.EXHIBITS
AND REPORTS ON FORM 8-K(a) Exhibits

Exhibit 31.1  Certification
    required by Rule 13a-14(a) or Rule 15d-14(a).Exhibit
    32.1  Certification required by Rule 13a-14(b) or Rule 15d-14(b)
    and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

(b) Reports on Form 8K.

On August 28, 2006, we filed with the SEC a report on Form 8-K stating that, on August 23, 2006, Acuity Pharmaceuticals, Inc., a clinical stage ophthalmic pharmaceutical company, and
Pathogenics, Inc. announced publication of preclinical data demonstrating the potential clinical utility of N-Chlorotaurine (NCT) in the treatment of viral conjunctivitis.  A copy of a press release announcing the publication was attached
thereto.

On December 4, 2006, we filed with the SEC a report on Form 8-K stating that, on November 28, 2006, we entered into an Amended and Restated Agreement and Plan of Merger with Egenix, Inc. A
copy of the Agreement was attached thereto.

9

---



SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PATHOGENICS, INC.(Registrant)

|By: | /s/Frederic
          P Zotos                             
|--- | ----------------------------------------------------------
|    |                                                           
|    | Frederic P Zotos
      President,
        CEO and Director

Date: December 15, 2006

10

---