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|SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
|--------------------------------------------------------



|FORM 10-Q
|---------

(Mark One)

XQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



|For quarterly period ended June 30, 2008
|----------------------------------------

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



|For the transition period from _____ to _____
|---------------------------------------------



|000-28790(Commission File Number)
|---------------------------------

PHYTOMEDICAL TECHNOLOGIES, INC.
AND SUBSIDIARIES



|(Exact name of registrant as specified in its charter)NEVADA(State or other jurisdiction of incorporation)87-0429962(I.R.S. Employer Identification No.)100 Overlook Drive, Princeton, New Jersey 08540(Address of principal executive offices)(800) 611-3388(Registrants telephone number, including area code)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Indicate by check mark whether the registrant (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.

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

|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]

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 200,398,290 shares of Common Stock, par value $0.00001, were outstanding on August 13, 2008.

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TABLE OF CONTENTSPHYTOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIESFORM 10-Q, QUARTER ENDED JUNE 30, 2008PART I
     FINANCIAL INFORMATIONItem 1. Financial StatementsInterim Unaudited Consolidated Balance Sheets
     3Interim Unaudited Consolidated Statements of Operations
     4Interim Unaudited Consolidated Statement of Stockholders Equity (Deficiency)
     5Interim Unaudited Consolidated Statements of Cash Flows
     6Notes to Interim Consolidated Financial Statements
     7Item 2.
     Management's Discussion and Analysis of Financial Condition andResults of Operations
     13Item 3. Quantitative and Qualitative Disclosures About Market Risk
     17Item 4. Controls and Procedures
     18PART II OTHER INFORMATIONItem 1.
     Legal Proceedings
     19Item 2.
     Unregistered Sales of Equity Securities and Use of Proceeds
     19Item 3.
     Defaults Upon Senior Securities
     19Item 4.
     Submission of Matters to a Vote of Security Holders
     19Item 5.
     Other Information
     19Item 6.
     Exhibits and Reports on Form 8-K
     19Signatures
     20


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Item 1. Financial Statements

PHYTOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSJune 30, 2008 and December 31, 2007(Unaudited)June 30,
     
     December 31,(Expressed in U.S. Dollars)
     
     2008
     
     2007ASSETSCurrent assetsCash
     $ 1,097,566
     $ 2,434,230Prepaid expenses
     
     1,729
     
     -Total current assets
     
     1,099,295
     
     2,434,230Property and Equipment, Net(Note 4)
     
     8,067
     
     3,917Intangible asset - Licence fee(Note 7)
     
     20,000
     
     20,000Total assets
     $ 1,127,362
     $ 2,458,147LIABILITIESCurrentAccounts payable and accrued liabilities
     $ 12,276
     $ 2,970Interest payable - related parties (Note 5)
     
     219,020
     
     241,253Promissory notes - related party (Note 5)
     
     750,000
     
     1,000,000Total liabilities
     
     981,296
     
     1,244,223STOCKHOLDERS' EQUITYStockholders' EquityPreferred stock: $0.25 par value; Authorized: 1,000,000Issued and outstanding: nil
     
     -
     
     -Common stock: $0.00001 par value; Authorized: 300,000,000Issued and outstanding: 200,398,290 (2007: 200,398,290)
     
     2,004
     
     2,004Additional paid-in capital
     
     26,285,899
     
     26,272,275Accumulated other comprehensive income
     
     516
     
     1Accumulated deficit
     
     (26,142,353)
     
     (25,060,356)Total stockholders' equity
     
     146,066
     
     1,213,924Total liabilities and stockholders' equity
     $ 1,127,362
     $ 2,458,147(The accompanying notes are an integral part of these interim unaudited consolidated financial statements)


3

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PHYTOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONSFor the three and six months ended June 30, 2008 and 2007(Unaudited)Three months ended June 30,
     
     Six months ended June 30,(Expressed in U.S. Dollars)
     2008
     2007
     
     2008
     2007Revenue
     $ -
     $ -
     $ -
     $ -ExpensesDirectors fees - related party (Note 5)
     -
     3,400
     
     3,150
     3,400Investor relations
     63,015
     -
     
     485,545
     37,215Interest expense - related party (Note 5)
     19,649
     26,554
     
     45,431
     51,720Other operating expenses
     172,051
     634,084
     
     338,072
     1,319,511Research and development costs (Notes 6, 7, 8 and 9)
     78,699
     36,124
     
     227,951
     89,962333,414
     700,162
     
     1,100,149
     1,501,808Operating loss
     (333,414)
     (700,162)
     
     (1,100,149)
     (1,501,808)Other incomeInterest income
     4,751
     890
     
     18,152
     3,173Net loss available to common shareholders
     $(328,663)
     $(699,272)
     $(1,081,997)
     $(1,498,635)Loss per common share -basic and diluted
     $ (0.00)
     $ (0.00)
     $ (0.01)
     $ (0.01)Weighted average number of common sharesoutstanding- basic and diluted
     200,398,290
     189,714,957
     
     200,398,290
     189,580,967(The accompanying notes are an integral part of these interim unaudited consolidated financial statements)


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PHYTOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)for the six months ended June 30, 2008 and year ended December 31, 2007(Unaudited)Accumulated other
     TotalCommon Stock
     Additional
     Accumulated
     Comprehensive
     comprehensive
     Stockholders'(Expressed in U.S. Dollars)
     Shares
     Amount
     paid-in capital
     deficit
     loss
     income
     DeficiencyBalance, December 31, 2006
     189,181,866
     $ 1,892
     $ 21,722,319
     $ (22,904,995)
     
     -
     $ (1,180,784)Common stock issued for cash
     533,091
     5
     229,995
     -
     -
     -
     230,000Common stock issued for cash, net
     10,683,333
     107
     1,910,713
     -
     -
     -
     1,910,820Issuance of warrants on private placement
     -
     -
     1,175,167
     -
     -
     -
     1,175,167Issuance of warrants to broker as commission
     -
     -
     23,513
     -
     
     
     23,513Stock based compensation expenses
     -
     -
     1,210,568
     -
     -
     -
     1,210,568Foreign currency translation adjustment
     
     
     
     
     1
     1
     1Loss, year ended December 31, 2007
     -
     -
     -
     (2,155,361)
     (2,155,361)
     -
     (2,155,361)Total Comprehensive Income
     
     
     
     
     $ (2,155,360)Balance, December 31, 2007
     200,398,290
     $ 2,004
     $ 26,272,275
     $ (25,060,356)
     
     $ 1
     $ 1,213,924Stock based compensation expenses
     
     
     13,624
     
     
     
     13,624Foreign currency translation adjustment
     
     
     
     
     515
     515
     515Loss, six months ended June 30, 2008
     
     
     
     (1,081,997)
     (1,081,997)
     
     (1,081,997)Total Comprehensive Income
     
     
     
     
     $ (1,081,482)Balance, June 30, 2008
     200,398,290
     $ 2,004
     $ 26,285,899
     $ (26,142,353)
     
     516
     $ 146,066(The accompanying notes are an integral part of these interim unaudited consolidated financial statements)


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PHYTOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSfor the six months ended June 30, 2008 and 2007(Unaudited)June 30,
     
     June 30,(Expressed in U.S. Dollars)
     2008
     
     2007Cash flows from operating activitiesNet loss
     $ (1,081,997) $
     
     (1,498,635)Adjustments to reconcile net loss to net cash from operating activities:Amortization and depreciation
     2,022
     
     4,647Stock based compensation
     13,624
     
     979,242Change in non-cash working capital items:Increase in prepaid expenses
     (1,729)
     
     (8,067)Increase (Decrease) in accounts payable
     9,306
     
     (171,237)Increase (Decrease) in interest payable - related party
     (22,232)
     
     47,042Net cash used in operating activities
     (1,081,006)
     
     (647,008)Cash flows from investing activitiesAdditions to property and equipment
     (6,173)
     
     -Net cash used in investing activities
     (6,173)
     
     -Cash flows from financing activitiesProceeds from issuance of common stocks and warrants
     -
     
     230,000Proceeds from loan from stockholder
     
     
     150,000Repayment of loan to stockholder
     (250,000)
     
     (25,000)Net cash provided by (used in) financing activities
     (250,000)
     
     355,000Effect on foreign exchange rate
     515
     
     (3)Net decrease in cash
     (1,336,664)
     
     (292,011)Cash, beginning of period
     2,434,230
     
     386,457Cash, end of period
     $ 1,097,566
     $ 94,446Supplemental disclosure of cash flow information:Interest paid in cash
     $ 68,226
     $ 4,679Income tax paid in cash
     $ -
     $ -


(The accompanying notes are an integral part of these interim unaudited consolidated financial statements)

6

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PHYTOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008 (Expressed in US Dollars)

Note 1 - Organization and Going Concern Uncertainties

PhytoMedical Technologies, Inc. (the Company), a Nevada Corporation, has an authorized capital of 301,000,000 shares of which 300,000,000 shares are $0.00001 par value common stock and 1,000,000 shares are $0.25 par value preferred stock.

PhytoMedical Technologies, Inc. together with its wholly owned subsidiaries, is a pharmaceutical company focused on research, development and commercialization of pharmaceutical products.

The Company has incurred net operating losses since inception. The Company faces all the risks common to companies that are relatively new, including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Companys recurring losses raise substantial doubt about its ability to continue as a going concern. The Companys financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. Although management believes that the Company has sufficient financial resources and commitments to sustain our current level of research and development activities through the end of 2008, any expansion, acceleration or continuation of such activities (beyond 2008) will require additional capital which may not be available to the Company, if at all, on terms and conditions that the Company finds acceptable. The future of the Company hereafter will depend in large part on the Companys ability to successfully raise capital from external sources to pay for planned expenditures and to fund operations.

To meet these objectives, the Company has arranged with Mr. Harmel S. Rayat, Chief Financial Officer, Director and majority shareholder of the Company a loan amount up to $2,500,000. Proceeds from the loan, which will be drawn down on an as needed basis at a rate of prime plus 3%, will fund the Companys research and development plans, ongoing expenses for salaries, legal and accounting fees and a comprehensive investor relations and branding program, as well as for working capital and other contingencies. Management believes that its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

Principles of Consolidation

The accompanying consolidated financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States, and include the accounts of PhytoMedical Technologies, Inc., its subsidiaries, PhytoMedical Technologies Corp. and PolyPhenol Technologies Corp., both of which were incorporated under the laws of the State of Nevada and PhytoMedical Technologies Ltd., which was incorporated in British Columbia, Canada on April 11, 2007. All significant intercompany transactions and accounts have been eliminated in consolidation.

Note 2  Presentation of Interim Information

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-Q instructions and in the opinion of management of PhytoMedical Technologies, Inc. and Subsidiaries, include all adjustments (of a normal recurring nature) considered necessary to present fairly the consolidated financial position as of June 30, 2008 and December 31, 2007 and the consolidated results of operations for the six months ended June 30, 2008 and 2007 and cash flows for the six months ended June 30, 2008 and 2007. These results have been determined on the basis of generally accepted accounting principles and practices in the United States and applied consistently with those used in the preparation of the Companys 2007 Annual Report on Form 10-KSB.

Certain information and footnote disclosures normally included in the annual financial statements presented in accordance with generally accepted accounting principles in the United States have been condensed or omitted. It is suggested that the accompanying unaudited interim consolidated financial statements be read in conjunction with the financial statements and notes thereto incorporated by reference in the Companys 2007 Annual Report on Form 10-KSB.

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Recent Accounting Pronouncements

In December 2007, the FASB ratified EITF No. 07-1, Accounting for Collaborative Arrangements that discusses how parties to a collaborative arrangement (which does not establish a
legal entity within such arrangement) should account for various activities. The consensus indicates that costs incurred and revenues generated from transactions with third parties (i.e. parties outside of the collaborative arrangement) should be
reported by the collaborators on the respective line items in their income statements pursuant to EITF Issue No. 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent., Additionally, the consensus provides that income statement
characterization of payments between the participants in a collaborative arrangement should be based upon existing authoritative pronouncements; analogy to such pronouncements if not within their scope; or a reasonable, rational, and consistently
applied accounting policy election. EITF Issue No. 07-1 is effective for financial statements beginning after December 15, 2008 and is to be applied retrospectively to all periods presented for collaborative arrangements existing as of the date of
adoption. The Company is evaluating the impact, if any, the adoption of this consensus will have on the results of operations, financial position or cash flows.

In December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements.
SFAS No. 141 (R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the
net identifiable assets acquired. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income
amounts attributable to the parent. SFAS No. 141 (R) and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The Company have not yet determined the effect on
the consolidated financial statements, if any, upon adoption of SFAS No. 141 (R) or SFAS No. 160.

In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources for generally accepted
accounting principles (GAAP) in the U.S. and lists the categories in descending order. An entity should follow the highest category of GAAP applicable for each of its accounting transactions. The adoption will not have a material effect
on the Companys consolidated financial statements.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1 Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion
(Including Partial Cash Settlements) (previously FSP APB 14-a), which will change the accounting treatment for convertible securities which the issuer may settle fully or partially in cash. Under the final FSP, cash settled convertible
securities will be separated into their debt and equity components. The value assigned to the debt component will be the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion feature, and the difference
between the proceeds for the convertible debt and the amount reflected as a debt liability will be recorded as additional paid-in capital. As a result, the debt will be recorded at a discount reflecting its below market coupon interest rate. The
debt will subsequently be accreted to its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected on the income statement. This change in methodology will affect the calculations of net
income and earnings per share for many issuers of cash settled convertible securities. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The
Company is currently evaluating the impact of the adoption of FSP No. APB 14-1 on the Companys consolidated financial statements.

Note 3  Earnings (Loss) Per Share

Basic earnings or loss per share is based on the weighted average number of shares outstanding during the period of the financial statements. Diluted earnings or loss per share are
based on the weighted average number of common shares outstanding and dilutive common stock equivalents. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable. All loss
per share amounts in the financial statements are basic loss per share because the inclusion of stock options and warrants outstanding would be antidilutive. The computation of basic and diluted loss per share is as follows at June 30,
2008:

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|                                        | Three months ended | Six months ended
|--------------------------------------- | ------------------ | ----------------
|                                        | June 30,           | June 30,        
|                                        | 2008               | 2007            
|                                       
|Numerator - net loss available to       |                    |                 
|common stockholders                     | $ (328,663)        | $ (699,272)     
|                                       
|Denominator - weighted average number   |                    |                 
|of common shares outstanding            | 200,398,290        | 189,714,957     
|                                       
|Basic and diluted loss per common share | $ (0.00)           | $ (0.00)        

Note 4  Equipment

|                               | June 30, | December 31,
|------------------------------ | -------- | ------------
|                               | 2008     | 2007        
|                              
|Computer equipment             | $ 8,340  | $ 6,040     
|Office equipment               | 23,486   | 19,613      
|                               | 31,826   | 25,653      
|Less: accumulated depreciation | (23,759) | (21,736)    
|                               | $ 8,067  | $ 3,917     

Depreciation expenses charged to operations for the three months and six months ended June 30, 2008 were $1,222 (2007: $2,324) and $2,022 (2007: $4,647).

Note 5 - Related Party Transactions

Directors Fees: During the three months and six months ended June 30, 2008, the Company charged $nil (2007: $3,400) and $3,150 (2007: $3,400) to operations for director fees incurred for services rendered, respectively.

Notes Payable and Accrued Interest: Notes Payable totaled $750,000 as of June 30, 2008, representing unsecured loans of $750,000 (8.50%) due to Mr. Harmel S. Rayat, a director and majority shareholder of the Company. During the six months ended June 30, 2008, the Company repaid $250,000 to the director and majority shareholder with the accrued interest of $67,664. The entire principal and accrued interest is due and payable on demand. Accrued and unpaid interest on the remaining note as of June 30, 2008, amounted to $219,020 and is included in interest payable - related parties.

The Company has arranged with Mr. Harmel S. Rayat, Chief Financial Officer, director and majority shareholder of the Company a loan amount up to $2,500,000. Proceeds from the loan, which will be drawn down on an as needed basis at a rate of prime plus 3%, will fund the Companys research and development plans, ongoing expenses for salaries, legal and accounting fees and a comprehensive investor relations and branding program, as well as for working capital and other contingencies.

Rent: The Companys administrative office is located at 1628 West 1st Avenue, Suite 216, Vancouver, British Columbia, Canada, V6J 1G1. These premises are owned by a private corporation controlled by a director and majority shareholder. The Company paid rent of $9,504 (2007: $8,666) and $15,956 (2007: $16,855) for three months and six months ended June 30, 2008 respectively.

Mr. Harmel S. Rayat is an officer, director and majority stockholder of the Company. He is also an officer, director and shareholder of each of HepaLife Technologies, Inc., Entheos Technologies, Inc., Octillion Corp., MicroChannel Technologies Corporation and International Energy, Inc.

All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.

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Note 6  Cooperative AgreementsIowa State University

Effective February 1, 2007, the Company, through its wholly owned subsidiary, PolyPhenol Technologies Corporation, entered into an expanded sponsored research agreement with Iowa State University (ISU). Under terms of the agreement, PhytoMedical will continue to undertake its research at ISURF for development of the Companys novel, synthesized type A-1 polyphenolic compounds.

Contractual Obligations under the Agreement are as follows:

Year 1: $62,251 to ISU in 4 quarterly installments, the first of which is due within 30 days of signing of the sponsored research agreement, the second of which is due to ISU 3 months from the previous payment;

Year 2: $70,295 to ISU in 4 quarterly installments, the first of which is due to ISU 3 months from the previous payment; and

Year 3: $72,140 to ISU in 4 quarterly installments, the first of which is due to ISU 3 months from the previous payment.

All rights, title, and interest in any subject invention made solely by the Company are owned by the Company, solely by ISU are owned by ISU, owned jointly by the two parties if made by any of the parties.

The Agreement or parts thereof, is subject to termination at any time by mutual consent. Any party may unilaterally terminate the entire agreement at any time by giving the other parties written notice not less than sixty calendar days prior to the desired termination date.

As at June 30, 2008, the Company paid in total of $241,913 which includes contractual obligations and reimbursed research and development expenses.

Note 7  License Agreement

On June 12, 2006, the Company, through its wholly owned subsidiary, PolyPhenol Technologies Corporation, entered into an exclusive license agreement with Iowa State University Research Foundation Inc. (ISURF) to develop, market and distribute novel synthesized compounds derived from type A-1 polyphenols.

Under terms of the agreement, the Company has to pay to ISURF license fees of $320,000, of which $20,000 is payable (paid) within 30 days of execution of the agreement, $50,000 is payable upon completion of the first successful Phase 2 clinical trial and the remaining $250,000 is payable upon first approval by the regulatory authority on new drug application. In addition, ISURF will receive royalty payments equal to 5% on the net sales of products, except that 3% will apply on the net sales of pharmaceutical products. The Company will pay a minimum annual royalty of $20,000, $50,000 and $100,000 in calendar year 2010, 2011, 2012 and onwards, respectively. The Company also has to reimburse ISURF the cost incurred for filing, prosecuting and maintaining the licensed patents together with 15% of the said costs, not exceeding $10,000, as the administration fee. The Company will administrate the development, regulatory approval and commercialization of the compounds and pursue future collaborative arrangements.

As of June 30, 2008, the Company paid in total of $20,000 for the license fee and $31,223 for reimbursement of the patent costs and research expenses as per agreement with ISURF.

Note 8  Development Agreements

The Company entered into two development agreements with Ricerca BioSciences (Ricerca), to begin developmental work on the Companys BDC-03 compound for cachexia.

As of June 30, 2008, the Company paid in total of $154,658 as per the two agreements with Ricerca.

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Note 9  Research Agreement

On May 25, 2007, the Company entered into a Research Agreement with Dartmouth College, in the area of cancer research, specifically furthering research and development of anti-tumor bis-acridines. Dartmouth grants the Company the option of a world-wide, royalty-bearing exclusive license under Dartmouth Pre-existing Patent Rights and Know-How to make, have made, use and sell in the field of oncology, the products embodying or produced through the use of Dartmouths Patent Rights, at reasonable terms and condition as the parties may agree. Dartmouth also grants the Company the option of a worldwide, royalty-bearing exclusive license under Dartmouth Patent Rights and Know-How, and Joint Patent Rights, to make, have made, use and sell in the field of oncology, the products embodying or produced through the use of Dartmouth's or joint inventions, at reasonable terms and conditions as the parties may agree.

The Company will reimburse Dartmouth for all costs associated with obtaining and maintaining Dartmouth Pre-existing Patent Rights. As of June 30, 2008, the Company paid in total of $149,300 for research expenses as per agreement with Dartmouth.

Note 10 - Stock Options

As of June 30, 2008, the Company had an active stock option plan that provides shares available for options granted to employees, directors and others. Options granted to employees under the Companys option plans generally vest over two to five years or as otherwise determined by the plan administrator. Options to purchase shares expire no later than ten years after the date of grant.

|The movement of stock options can be summarized as follows: |                   |                  |             
|----------------------------------------------------------- | ----------------- | ---------------- | ------------
|                                                           
|                                                            |                   |                  | Remaining   
|                                                            |                   | Weighted average | contractual 
|                                                            | Number of options | exercise price   | term (years)
|                                                           
|Outstanding at December 31, 2006                            | 11,275,000        | 0.65             |             
|Cancelled                                                   | (9,275,000)       | 0.68             |             
|Outstanding at June 30, 2008 and                            |                   |                  |             
|December 31, 2007                                           | 2,000,000         | 0.52             | 8.09        
|                                                           
|Exercisable at June 30, 2008                                | -                 | $ 0.52           |             
|                                                           
|Available for grant at June 30, 2008                        | 20,275,000        |                  |             

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all in-the-money options (i.e. the difference between the Companys closing stock price on the last trading day of the period and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on June 30, 2008. The change of the amount is based on the fair market value of the Companys stock.

A summary of the Companys unvested stock options and changes during the periods ended June 30, 2008 and 2007 is as follows:

|                                              |           | Fair value
|--------------------------------------------- | --------- | ----------
|                                              | Shares    | per share 
|                                             
|Unvested, January 1, 2007                     | 2,000,000 | $ 0.48    
|Granted                                       | -         | -         
|Vested                                        | -         | -         
|Cancelled                                     | -         | -         
|Unvested, June 30, 2008 and December 31, 2007 | 2,000,000 | 0.48      

During the three months and six months ended June 30, 2008, compensation expenses of $nil (2007: $489,621) and $13,624 (2007: $979,242) were recognized for options previously granted which is included in other operating expenses in the consolidated statement of operations. As of June 30, 2008, the Company had no unrecognized compensation cost related to unvested stock options.

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The options outstanding and exercisable as of June 30, 2008 can be summarized as follows:

|         | Outstanding    | Exercisable 
|-------- | -------------- | ------------
|         |                | Weighted    
|         | Number         | Average     
|Range of | Outstanding at | Remaining   
|Exercise | June 30,       | Contractual 
|Prices   | 2008           | Life (Years)
|        
|$ 0.52   | 2,000,000      | 8.09        

The Company does not repurchase shares to fulfill the requirements of options that are exercised. Further, the Company issues new shares when options are exercised.

Note 11 - Warrants

As of June 30, 2008, there were 10,897,081 warrants outstanding. Each warrant entitles the holder to purchase one share of the common stock of the Company at an exercise price of $0.40 per share until September 25, 2010.

The warrants are callable by the Company if the Companys common stock trades at a price of $0.70 or higher for 10 consecutive trading days on the OTCBB.

12

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

Forward-Looking Statements

Except for the historical information presented in this document, the matters discussed in this Form 10-Q for the three and six months ending June 30,
2008, this report contains forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry,
(d) our future financing plans, and (e) our anticipated needs for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words
may, will, should, expect, anticipate, estimate, believe, intend, or project or the negative of these words or other variations on these
words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance,
or achievements expressed or implied by any forward-looking statements. These statements may be found under Management's Discussion and Analysis of Financial Condition and Results of Operations, Business,
Properties, as well as in this report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under
Risk Factors and matters described in this report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.

Overview

PhytoMedical Technologies, Inc. together with its wholly owned subsidiaries is a pharmaceutical company focused on research, development and
commercialization of pharmaceutical products.

Cancer Research

Pursuant to PhytoMedicals sponsored research agreement with Dartmouth College (Dartmouth), we are synthesizing and testing a novel
class of anti-cancer agents which have a cytotoxic or poisonous affinity for cancer cells, and are designed to bind tightly to cancer cell DNA (deoxyribonucleic acid), the blueprint of life for the cancer cell. Previous studies conducted
by Dartmouth using a leukemia mouse cell line, have demonstrated that such binding (or intercalation) should stop the replication of the DNA, and, ultimately, lead to the death of the cancer cell. Following the preparation of starting materials,
researchers will design, synthesize and test new examples of compounds known to bind to DNA, called bis-acridines; these bis-acridines will be tethered to the DNA with both flexible and semi-rigid linking chains. If successfully synthesized, the
compounds will be submitted for evaluation in human cancer cell lines.

Depending on research outcomes, our plans are to fund various in vitro (test tube) and in vivo (animal) experiments that will involve the use of several
commercially available human cancer cell lines covering key areas of concern such as glioblastoma (tumors related to the central nervous system, including but not limited to the brain, spinal cord and optic nerve), small cell lung, breast, kidney,
pancreatic, and liver cancers. Our goal, based on the results of both the in vitro and in vivo tests, will involve identification of the key compound(s) that demonstrated the greatest anti-cancer activity per human cancer cell line.

Diabetes Research

Through a sponsored research agreement with Iowa State University (ISU), we are working to synthesize certain insulin enhancing (or mimetic)
compounds isolated and characterized from cinnamon bark over a ten year period by a team of United States Department of Agriculture (USDA) Agricultural Research Service (ARS) scientists. These compounds increase insulin
sensitivity by activating key enzymes that stimulate insulin receptors while inhibiting the enzymes that deactivate them.

The primary objectives of our research are to synthesize the active compounds found in cinnamon and characterize their beneficial health effects in cell
cultures systems, animals, and ultimately humans. Once active compounds have been synthesized, characterized and tested, we intend to apply for patents for the synthesis and use of such synthetic compounds. Our goal is to develop a pharmacologically
approved product that could be ingested orally.

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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related
disclosures. We review our estimates on an ongoing basis.

We consider an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made; and
changes in the estimate or different estimates that could have been made could have a material impact on our results of operations or financial condition.

General and Administrative Expenses

Our general and administrative expenses consist primarily of personnel related costs, legal costs, including intellectual property, investor relations
costs, stock based compensation costs, accounting costs, and other professional and administrative costs.

Research and Development Costs

Research and development costs represent costs incurred to develop our technology incurred pursuant to our sponsored research agreement with ISU and
Dartmouth College. The agreements include salaries and benefits for research and development personnel, allocated overhead and facility occupancy costs, contract services and other costs. We charge all research and development expenses to operations
as they are incurred except for prepayments which are capitalized and amortized over the applicable period. We do not track research and development expenses by project. In addition costs for third party laboratory work might occur.

Cooperative and License Agreements

Iowa State University

On February 1, 2007, through our wholly owned subsidiary, PolyPhenol Technologies Corporation, we entered into an expanded sponsored research agreement
with ISU. Under terms of the agreement, PhytoMedical will continue to undertake its research at ISU for development of the Companys novel, synthesized type A-1 polyphenolic compounds.

Contractual Obligations to ISU:

Year 1: $62,251 to ISU in four equal quarterly installments , the first of which is due within 30 days of signing of the sponsored research
agreement, the second of which is due to ISU 3 months from the previous payment;

Year 2: $70,295 to ISU in four equal quarterly installments, the first of which is due to ISU 3 months from the previous payment; and

Year 3: $72,140 to ISU in four equal quarterly installments, the first of which is due to ISU 3 months from the previous payment.

All rights, title, and interest in any subject invention made solely by us are owned by us, solely by ISU are owned by ISU, owned jointly by the two
parties if made by any of the parties. The agreement or parts thereof, is subject to termination at any time by mutual consent. Any party may unilaterally terminate the entire agreement at any time by giving the other party written notice not less
than sixty calendar days prior to the desired termination date.

As at June 30, 2008, the Company paid in total of $241,913 as per agreement with ISU.

License Agreement

On June 12, 2006, through our wholly owned subsidiary, PolyPhenol Technologies Corporation, we entered into an exclusive license agreement with
ISUs Iowa State University Research Foundation Inc. (ISURF) to develop,
market and distribute novel synthesized compounds derived from type A-1 polyphenols, which have been linked to insulin sensitivity by the USDA's Agricultural Research Service.

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Under terms of the agreement, we have to pay to ISURF license fees of $320,000, of which $20,000 is payable (paid) within 30 days of execution of the agreement, $50,000 is payable upon completion of the first successful Phase 2 clinical trial and the remaining $250,000 is payable upon first approval by the regulatory authority on new drug application. In addition, ISURF will receive royalty payments equal to 5% on the net sales of products, except that 3% will apply on the net sales of pharmaceutical products. We will pay a minimum annual royalty of $20,000, $50,000 and $100,000 in calendar years 2010, 2011, 2012 and onwards, respectively. We also have to reimburse ISURF the costs incurred for filing, prosecuting and maintaining the licensed patents together with 15% of the said costs, not exceeding $10,000, as the administration fee. We will administrate the development, regulatory approval and commercialization of the compounds and pursue future collaborative arrangements.

As of June 30, 2008, the Company paid in total of $20,000 for the license fee and $31,223 for reimbursement of the patent costs and research expenses as per agreement with ISURF.

Dartmouth Agreement

Pursuant to PhytoMedicals sponsored research agreement with Dartmouth, we are synthesizing and testing a novel class of anti-cancer agents which have a cytotoxic or poisonous affinity for cancer cells, and are designed to bind tightly to cancer cell DNA (deoxyribonucleic acid), the blueprint of life for the cancer cell. Previous studies conducted by Dartmouth using a leukemia mouse cell line, have demonstrated that such binding (or intercalation) should stop the replication of the DNA, and, ultimately, lead to the death of the cancer cell. Following the preparation of starting materials, researchers will design, synthesize and test new examples of compounds known to bind to DNA, called bis-acridines; these bis-acridines will be tethered to the DNA with both flexible and semi-rigid linking chains. The compounds will be submitted for evaluation in human cancer cell lines.

Depending on research outcomes, our plans are to fund various in vitro (test tube) and in vivo (animal) experiments that will involve the use of several commercially available human cancer cell lines covering key areas of concern such as glioblastoma (tumors related to the central nervous system, including but not limited to the brain, spinal cord and optic nerve), small cell lung, breast, kidney, pancreatic, and liver cancers. Our goal, based on the results of both the in vitro and in vivo tests, will involve identification of the key compound(s) that demonstrated the greatest anti-cancer activity per human cancer cell line.

Dartmouth granted us the option of a world-wide, royalty-bearing exclusive license to make, have made, use and sell in the field of oncology, the products embodying or produced through Dartmouths previous and future patents and through any joint-inventions related to the agreement, at reasonable terms and conditions as the parties may agree. We will reimburse Dartmouth for all costs associated with obtaining and maintaining Dartmouths pre-existing patents related to the subject technology.

As of June 30, 2008, the Company paid in total of $149,300 for research expenses as per agreement with Dartmouth.

Results of Operation

The Company has yet to establish any history of profitable operations. The Company has incurred operating losses of $333,414 and $700,162 for the three months ended June 30, 2008 and June 30, 2007, respectively. As a result, at June 30, 2008, the Company has an accumulated deficit of $26,142,353.

We expect that our future revenues will not be sufficient to sustain our operations for the foreseeable future. Our profitability will require the successful completion of our research and development programs, and the subsequent commercialization of the results or of products derived from such research and development efforts. No assurances can be given when this will occur or that we will ever be profitable.

Three and Six Months Ended June 30, 2008 and 2007

The Company had no revenues in the three and six months ended June 30, 2008 and June 30, 2007. Our expenses decreased 62% to $254,715 in the three months ended June 30, 2008, from $664,038 in the same period in 2007.

Our expenses decreased 38% to $872,198 in the six months ended June 30, 2008, from $1,411,846 in the same period in 2007. This decrease of $539,648 for the six months ended June 30, 2008 compared to the same period in 2007 was primarily attributable to a decrease in other operating activities.

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Interest income increased 434% to $4,751 in the three months ended June 30, 2008, from $890 during the same period in 2007, reflecting higher than average cash balances maintained during most of the second quarterly period in 2008. For the six months ended June 30, 2008 and in the same period in 2007, interest income has increased 472% to $18,152 from $3,173, reflecting higher than average cash balances maintained during most of the first two fiscal quarterly periods in 2008.

We incurred net losses of $328,663 and $699,272 during the three months ended June 30, 2008 and in the same period in 2007, respectively and we also incurred net losses of $1,081,997 and $1,498,635 for the six months ended June 30, 2008 and June 30, 2007.

Liquidity and Capital Resources

As at June 30, 2008, the Company had a cash balance of $1,097,566. The Company has financed its operations primarily from cash on hand and funds for private placement during the six month period ending June 30, 2008.

Net cash flows used in operating activities was $1,081,006 for the six month period ending June 30, 2008, compared to net cash flows used of $647,008 for the same period in 2007.

Net cash used in by financing activities was $250,000 for the six months period ending June 30, 2008 compared to net cash provided by financing activities was $355,000 for the same period in 2007. The Company has financed its operations primarily from cash on hand and through a private placement.

At this time, we have no agreements or understandings with any third party regarding any financings.

Related Party Transactions

Directors Fees: During the three months and six months ended June 30, 2008, the Company charged $nil (2007: $3,400) and $3,150 (2007: $3,400) to operations for director fees incurred for services rendered respectively.

Notes Payable and Accrued Interest: Notes Payable totaled $750,000 as of June 30, 2008, representing unsecured loans of $750,000 (8.50%) due to Mr. Harmel S. Rayat, a director and majority shareholder of the Company. During the six months ended June 30, 2008, the Company repaid $250,000 to the director and majority shareholder with the accrued interest of $67,664. The entire principal and accrued interest is due and payable on demand. Accrued and unpaid interest on the remaining note as of June 30, 2008, amounted to $219,020 and is included in interest payable - related parties.

The Company has arranged with Mr. Harmel S. Rayat, Chief Financial Officer, director and majority shareholder of the Company a loan amount up to $2,500,000. Proceeds from the loan, which will be drawn down on an as needed basis at a rate of prime plus 3%, will fund the Companys research and development plans, ongoing expenses for salaries, legal and accounting fees and a comprehensive investor relations and branding program, as well as for working capital and other contingencies.

Rent: The Companys administrative office is located at 1628 West 1st Avenue, Suite 216, Vancouver, British Columbia, Canada, V6J 1G1. These premises are owned by a private corporation controlled by a director and majority shareholder. The Company paid rent of $9,504 (2007: $8,666) and $15,956 (2007: $16,855) for three months and six months ended June 30, 2008 respectively.

Mr. Harmel S. Rayat is an officer, director and majority stockholder of the Company. He is also an officer, director and shareholder of each of HepaLife Technologies, Inc., Entheos Technologies, Inc., Octillion Corp., MicroChannel Technologies Corporation and International Energy, Inc.

All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.

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Off Balance Sheet Arrangements

We do not currently have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured
finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving
non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

Recent Accounting Pronouncements

In December 2007, the FASB ratified EITF No. 07-1, Accounting for Collaborative Arrangements that discusses how parties to a collaborative arrangement
(which does not establish a legal entity within such arrangement) should account for various activities. The consensus indicates that costs incurred and revenues generated from transactions with third parties (i.e. parties outside of the
collaborative arrangement) should be reported by the collaborators on the respective line items in their income statements pursuant to EITF Issue No. 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent., Additionally, the consensus
provides that income statement characterization of payments between the participants in a collaborative arrangement should be based upon existing authoritative pronouncements; analogy to such pronouncements if not within their scope; or a
reasonable, rational, and consistently applied accounting policy election. EITF Issue No. 07-1 is effective for financial statements beginning after December 15, 2008 and is to be applied retrospectively to all periods presented for collaborative
arrangements existing as of the date of adoption. The Company is evaluating the impact, if any, the adoption of this consensus will have on the results of operations, financial position or cash flows.

In December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, and SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements. SFAS No. 141 (R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being
the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will
continue to be based on income amounts attributable to the parent. SFAS No. 141 (R) and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The Company have not
yet determined the effect on the consolidated financial statements, if any, upon adoption of SFAS No. 141 (R) or SFAS No. 160.

In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the
sources for generally accepted accounting principles (GAAP) in the U.S. and lists the categories in descending order. An entity should follow the highest category of GAAP applicable for each of its accounting transactions. The adoption
will not have a material effect on the Companys consolidated financial statements.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1 Accounting for Convertible Debt Instruments That May Be Settled in
Cash Upon Conversion (Including Partial Cash Settlements) (previously FSP APB 14-a), which will change the accounting treatment for convertible securities which the issuer may settle fully or partially in cash. Under the final FSP, cash
settled convertible securities will be separated into their debt and equity components. The value assigned to the debt component will be the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion feature,
and the difference between the proceeds for the convertible debt and the amount reflected as a debt liability will be recorded as additional paid-in capital. As a result, the debt will be recorded at a discount reflecting its below market coupon
interest rate. The debt will subsequently be accreted to its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected on the income statement. This change in methodology will affect the
calculations of net income and earnings per share for many issuers of cash settled convertible securities. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. The Company is currently evaluating the impact of the adoption of FSP No. APB 14-1 on the Companys consolidated financial statements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk is confined to our cash equivalents and short-term investments. We invest in high-quality financial instruments; primarily
money market funds, federal agency notes, and US Treasury obligations, with the effective duration of the portfolio within one year which we believe are subject to limited credit risk. We currently do not hedge interest rate exposure. Due to the
short-term nature of our investments, we do not believe that we have any material exposure to interest rate risk arising from our investments.

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|ITEM 4. Controls and ProceduresDisclosure controls and procedures.
|------------------------------------------------------------------

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this quarterly report. Based on this evaluation, our chief executive officer and chief financial officer concluded as of June 30, 2008 that our disclosure controls and procedures were effective such that the information required to be disclosed in our United States Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II  Other Information

Item 1. Legal Proceedings

None

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

|31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)                                                                     
|---- | --------------------------------------------------------------------------------------------------------------------------------------------
|    
|31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)                                                                     
|    
|32.1 | Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|    
|32.2 | Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|    



|(b) Reports on Form 8-KNone.
|----------------------------

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SIGNATURES

Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 13th day of August, 2008.

|                |                  | PhytoMedical Technologies, Inc.
|--------------- | ---------------- | -------------------------------
|                |                  | (Registrant)                   
|               
|               
|Date            | Signature        | Title                          
|               
|August 13, 2008 | /s/ Greg Wujek   | Director, President, CEO       
|                | Greg Wujek       |                                
|               
|               
|August 13, 2008 | /s/ Harmel Rayat | Director, Secretary, Treasurer,
|                | Harmel S. Rayat  | Chief Financial Officer,       
|                |                  | Principal Accounting Officer   

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