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

_________________

FORM 10-K

_________________

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

For the fiscal year ended: August
31, 2013

or

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

For the transition period from:
_____________ to _____________

_________________

ONCOLOGIX TECH, INC.

(Exact name of registrant as specified
in its charter)

_________________

|Nevada                            | 000-15482    | 86-1006416         
|--------------------------------- | ------------ | -------------------
|(State or Other Jurisdiction      | (Commission  | (I.R.S. Employer   
|of Incorporation or Organization) | File Number) | Identification No.)

212 Edgewood Drive,
Pineville, LA 71360 (Address of Principal Executive Offices) (Zip Code)

(616) 977-9933
(Registrant’s telephone number, including area code)

Securities registered pursuant to
Section 12(b) of the Act:

Title of each class
Name of each exchange on which registered

Securities registered pursuant
to Section 12(g) of the Act:

Title of each class
Name of each exchange on which registered

_________________

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     YesoNoþ

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     YesoNoþ

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.     YesoNoþ

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     YesoNoþ

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     YesoNoþ

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 filero | Accelerated filero | Non-accelerated filero | Smaller reporting companyo
|------------------------ | ------------------ | ---------------------- | --------------------------

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

State the aggregate market value
of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter.

Note.—If a determination
as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the
aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under
the circumstances, provided that the assumptions are set forth in the Form.

APPLICABLE ONLY TO REGISTRANTS
INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     YesoNoþ

(APPLICABLE ONLY TO CORPORATE
REGISTRANTS

Indicate the number of shares outstanding
of each of the registrant’s classes of common stock, as of the latest practicable date.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents
if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:
(1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24, 1980).















|TABLE
    OF CONTENTS
|---------------------
|                     
|PART
    I           
|                     
|Item 1               
|Item 1A              
|Item 1B              
|Item 2               
|Item 3               
|Item 4               
|                     
|PART
    II          
|                     
|Item 5               
|                     
|Item 6               
|Item 7               
|Item 7A              
|Item 8               
|Item 9               
|Item 9A              
|Item 9B              
|                     
|PART
    III         
|                     
|Item 10              
|Item 11              
|Item 12              
|                     
|Item 13              
|Item 14              
|                     
|PART
    IV          
|                     
|Item 15              
|                     













PART
I





FORWARD
LOOKING STATEMENTS

The
statements contained in this Annual Report on Form 10-K that are not historical fact are forward-looking statements (as such term
is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained
herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified
by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,”
“should,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology,
or by discussions of strategy that involve risks and uncertainties. The Company wishes to caution the reader that its forward-looking
statements that are not historical facts are only predictions. No assurances can be given that the future results indicated, whether
expressed or implied, will be achieved. While sometimes presented with numerical specificity, these projections and other forward-looking
statements are based upon a variety of assumptions relating to the business of the Company, which, although considered reasonable
by the Company, may not be realized. Because of the number and range of assumptions underlying the Company’s projections
and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond the reasonable
control of the Company, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may
occur subsequent to the date of this report. These forward-looking statements are based on current expectations and the Company
assumes no obligation to update this information. Therefore, the actual experience of the Company and the results achieved during
the period covered by any particular projections or forward-looking statements may differ substantially from those projected.
Consequently, the inclusion of projections and other forward-looking statements should not be regarded as a representation by
the Company or any other person that these estimates and projections will be realized. The Company’s actual results may
vary materially. There can be no assurance that any of these expectations will be realized or that any of the forward-looking
statements contained herein will prove to be accurate.



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



Item
1. Description of Business



OVERVIEW

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

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

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

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

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



2







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

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

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

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





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

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

On
March 22, 2013, we acquired all the outstanding stock of Dotolo Research Corporation (“Dotolo”), a FDA Registered,
Class II, medical device manufacturer with 30 years of product sales in the hydro-colonic irrigation, bowel preparation market.
Dotolo Research Corporation began operations in 1989 and is a world-wide leader hardware and disposable products sales, and has
an active customer base of over 900+ customers both domestically and internationally.

On
August 1, 2013, we acquired all the outstanding stock of Angels of Mercy, Inc. (“Angels”). Angels provides non-medical,
Personal Care Attendant (PCA) services, Supervised Independent Living (SIL), Long-Term Senior Care, and other approved programs
performed by a trained caregiver that will meet the health service needs of beneficiaries whose disabilities preclude the performance
of certain independent living skills related to the activities of daily living (ADL).

On
November 1, 2013, because the development of the brachytherapy device is years off and it cannot be marketed at this time, the
Company’s management and Board of Directors have determined to dispose of Oncologix Corporation its Brachytherapy medical
device subsidiary. With our acquisition of Dotolo we currently have a viable FDA approved medical device requiring minimal capital
investment to bring the Company to cash breakeven. Continued support of Oncologix Corporation would cost the Company millions
with no guarantee of FDA approval. Furthermore, as part of the disposal, the Company will be relieved of over $90,000 in debt.

BUSINESS
SEGMENTS

We
identify our reportable segments based on our management structure, financial data and market. We have identified two business
segments: Medical Device Manufacturing and Personal Care Services.



MEDICAL
DEVICE MANUFACTURING



Dotolo
Research Corporation (“DRC”) designs, develops, manufactures and distributes the Toxygen hardware system with disposables
speculums and tubing. The company has a valid Registration from the FDA as a Class II medical device, and is licensed by Health
Canada, a CE mark for Europe, and is currently in compliance with ISO 9001:2000 and ISO 13485:2003 regulations. Our products primary
use is for colon and bowel preparation prior to medical procedures such as a Colonoscopy and OB/GYN medical procedures and for
individuals seeking health and wellness prevention and good colon health. There are currently over 18+ million colonoscopy procedures
performed annually within the United States and our strategic mission is to become the preferred choice of colon cleansing and
bowel preparation by both patients and medical professionals. Management believes its primary competitive strengths is its 30
year leadership position within the market of hydro-colonic irrigation, its on-going research and development of new technologies,
exceptional quality controls, and world-wide distribution of all hardware and disposable products. The Company utilizes an indirect
sales force to promote and sell the company products. Management believes that the Company must expand its manufacturing capacity
and its’ distribution sales channels to be able to move into what management believes is a high growth market. The Management’s
strategy in becoming a publicly held company in the United States is to enhance the Company’s capital raising abilities
to fund increased manufacturing capacity, increase current inventory levels, improve payment terms with our core raw material
suppliers to reduce our COGS, execution of new product designs on all hardware and disposable products, maintain Regulatory compliance,
expansion of a sales and marketing team and additional acquisitions of companies in the medical device and healthcare markets.



3





Marketing

The
Company's overall marketing strategy is to strengthen is current position in the health and wellness markets, leverage its brand
reputation and 30 year history as a quality manufacturer of medical device products, and sell directly into the medical space.
The marketing strategy of providing products to health and wellness spas has served the Company’s needs to date and has
enabled us to obtain orders and operate while avoiding the costs associated with hiring marketing employees and direct sales representatives.
However, future growth will require us to increase our product and brand awareness in the medical markets, hire a full time director
of Sales and Marketing, establish additional clinical research on bowel preparations and leverage the existing clinical research
performed by Dr. Joseph Fiorito et al. at Danbury Hospital utilizing the Dotolo Research products, increase our brand and marketing,
our web presence, and strengthen our domestic and international distribution channels. The Company’s distribution model
has resulted in the Company not having a single customer account for more than 10% of its total sales. The Company is seeking
to expand its operations so that it can continue to service health and wellness customers but specifically sell products directly
to Out-Patient Endoscopy Centers, Hospital systems, Veterans Administration Hospitals, Skilled Nursing Homes, and Sterile kit
packing distributors which will provide more profitable sales orders.

Domestic
and International Payment Terms

Dotolo
Research Corporation records revenue both domestically and internationally through indirect sales channels as products are sold
to independent distributors or product re-sellers. Terms on all products sold are 50% of the total order, paid in advance, and
the balance due prior to final shipment (FOB). These sales terms, to date, has allowed our company to experience extremely few
collection problems on its domestic sales. International sales orders are via wire transfer and we have little to no payable receivable
issues. Management believes that once we enter into the medical space we will experience payment terms of Net-45 which will require
the company to increase its inventory levels on disposable products up to 30 day inventory supply levels.

Manufacturing

Dotolo
Research Corporation procures raw materials from various sources and performs on-site manufacturing and final sub-assembly operations.
The company does not outsource its manufacturing processes. Management believes that the skill level and experience of the Company’s
work force as well as the Company’s operations allow it to meet current order demand but will need to ramp up skilled bench
assembly workers and packaging employees when those orders from the medical markets commence. The Company's principal raw material
is injection-molded plastic, medical grade respiration tubing, water-filtration parts, and hardware components such as metal housings,
fitting and valves. The Company purchases its injection-molding raw materials from two (2) suppliers and hardware component parts
from numerous sources none of which is believed by the Company to be a dominant supplier.

Trademarks,
Licenses and Patents

Dotolo
Research Corporation owns numerous patents, with it is primary patent on the Toxygen hardware, Patent # 5,788,650, “Colon
Hydrotherapy Apparatus”- Ultra Violet Water Filtration System. This Patent is valid through 2018 and protects this product
design both domestically and internationally.

Management
believes that new patents will be granted on our new speculum and hardware products and in each instance, the patents will, when
granted, be sufficient for us to pursue our proposed business.  The grant of a patent by the U.S. Patent Office does not
insure that the patent will be upheld in litigation seeking to protect the patent or that the patent will not be found to infringe
on patents held by others.

Device
Approval Process

It
is anticipated that our new product(s) re-designs will be regulated as a Class II medical device and will be subject to extensive
regulation by the FDA and other regulatory authorities in the US.  The Food, Drug, and Cosmetic Act (“FD&C Act”)
and other federal and state statutes and regulations govern the research, design, development, preclinical and clinical testing,
manufacturing, safety, approval or clearance, labeling, packaging, storage, record keeping, servicing, promotion, import and export,
and distribution of medical devices.



4









Unless
an exemption applies, each medical device we wish to commercially distribute in the U.S. will require either prior premarket notification,
or 510(k) clearance, or premarket approval (PMA) from the FDA.  The FDA classifies medical devices into one of three classes.
 Devices requiring fewer controls because they are deemed to pose lower risk are placed in Class I or II. Class I devices
are subject to general controls such as labeling, premarket notification, and adherence to the FDA’s Quality System Regulation
(a set of current good manufacturing practice requirements put forth by the FDA which govern the methods used in, and the facilities
and controls used for, the design, manufacture, packaging, labeling, storage, installation and servicing of finished devices)
(“QSR”). Class IIdevices are subject to special controls such as performance standards, post-market surveillance,
FDA guidelines, as well as general controls.  Some Class I and Class II devices are exempted by regulation from the premarket
notification, or 510(k), clearance requirement or the requirement of compliance with certain provisions of the QSR. Devices are
placed in Class III, which requires approval of a PMA application, if insufficient information exists to determine that the application
of general controls or special controls are sufficient to provide reasonable assurance of safety and effectiveness, or they are
life-sustaining, life-supporting or implantable devices, or the FDA deems these devices to be “not substantially
equivalent” either to a previously 510(k) cleared device or to a “pre-amendment” Class
III device in commercial distribution before May 28, 1976, for which PMA applications have not been required.  The FDA may
classify our products as class III devices, requiring PMA approval.  A PMA application must be supported by valid scientific
evidence, which typically requires extensive data, including technical, pre-clinical, clinical, manufacturing and labeling data,
to demonstrate to the FDA’s satisfaction the safety and effectiveness of the device. A PMA application must include, among
other things, a complete description of the device and its components, a detailed description of the methods, facilities and controls
used to manufacture the device, and proposed labeling. A PMA application also must be accompanied by a user fee, unless exempt.
For example, the FDA does not require the submission of a user fee for a small business’s first PMA. After a PMA application
is submitted and found to be sufficiently complete, the FDA begins an in-depth review of the submitted information. During this
review period, the FDA may request additional information, or clarification of information already provided. Also during the review
period, an advisory panel of experts from outside the FDA may be convened to review and evaluate the application and provide recommendations
to the FDA as to the approvability of the device. In addition, the FDA generally will conduct a pre-approval inspection of the
manufacturing facility to ensure compliance with the QSR, which requires manufacturers to follow design, testing, control, documentation,
and other quality assurance procedures.

Our
current products are classified as a Class II device and we do not anticipate we will be required to first seek premarket approval
for our products. The FDA will determine based upon the 510(k) submission and may agree if the risk is low enough, and safety
and effectiveness can be assured with special controls in place, the PMA will not be required.

If
a PMA is required, the FDA can delay, limit, or deny approval of a PMA application for many reasons, including:



|• |  | The
                                         product may not be safe or effective to the FDA’s satisfaction;
|- |  | ------------------------------------------------------------------------------------------------------------

|• |  | The
                                         data from our pre-clinical studies and clinical trials may be insufficient to support
                                         approval;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | The
                                         manufacturing process or facilities we use may not meet applicable requirements; and
|- |  | ---------------------------------------------------------------------------------------------------------------------------------

|• |  | Changes
                                         in FDA approval policies or adoption of new regulations may require additional data.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------



If
the FDA evaluations of both the PMA application and the manufacturing facilities are favorable, the FDA will either issue an approval
letter, or approvable letter, which usually contains a number of conditions which must be met in order to secure final approval
of the PMA. When and if those conditions have been fulfilled to the satisfaction of the FDA, the agency will issue a PMA approval
letter authorizing commercial marketing of the device for certain indications. If the FDA’s evaluation of the PMA or manufacturing
facilities is not favorable, the FDA will deny approval of the PMA or issue a not approvable letter. The FDA may also determine
that additional clinical trials are necessary, in which case the PMA approval may be delayed while the trials are conducted and
the data acquired is submitted in an amendment to the PMA. Even with additional trials, the FDA may not approve the PMA application.
The PMA process can be expensive, uncertain, and lengthy and a number of devices for which FDA approval has been sought by other
companies have never been approved for marketing.



5







New
PMA applications or PMA supplements may be required for modifications to the manufacturing process, labeling and device specifications,
materials or design of a device that is approved through the PMA process. PMA supplements often require submission of the same
type of information as an initial PMA application, except that the supplement is limited to information needed to support any
changes from the device covered by the original PMA application, and may not require as extensive clinical data or the convening
of an advisory panel. Clinical trials are almost always required to support a PMA application, and are sometimes required for
a 510(k) clearance. These trials generally require submission of an application for an Investigational Device Exemption (“IDE”)
to the FDA. If a trial is considered a “Non-Significant Risk” (“NSR”) study subject
to abbreviated IDE regulations, a formal IDE submission is not required by the FDA.  An IDE application must be supported
byappropriate data, such as animal and laboratory testing results, showing that it is safe to test the device in humans and that
the testing protocol is scientifically sound.  The IDE application must be approved in advance by the FDA for a specified
number of patients, unless the product is deemed a non-significant risk device and eligible for more abbreviated IDE requirements.
 Generally, clinical trials for a significant risk device may begin once the IDE application is approved by the FDA and the
study protocol and informed consent form are approved by appropriate institutional review boards (“IRBs”) at
the clinical trial sites. The FDA’s approval of an IDE allows clinical testing to go forward, but does not bind the FDA
to accept the results of the trial as sufficient to prove the product’s safety and effectiveness, even if the trial meets
its intended success criteria.  All clinical trials must be conducted in accordance with the FDA’s IDE regulations
that govern investigational device labeling, prohibit promotion of the investigational device, and specify an array of recordkeeping,
reporting and monitoring responsibilities of study sponsors and study investigators. .  Required records and reports are
subject to inspection by the FDA. The results of clinical testing may be unfavorable or, even if the intended safety and effectiveness
success criteria are achieved, may not be considered sufficient for the FDA to grant approval or clearance of a product.

Although
we believe our clinical trials will provide favorable data to support our PMA application, upon evaluation the FDA may conclude
differently. Delays in receipt of or failure to receive FDA approval, the withdrawal of previously received approvals, or failure
to comply with existing or future regulatory requirements would have a material adverse effect on our business, financial condition,
and results of operations. Even if granted, the approvals may include significant limitations on the intended use and indications
for use for which our products may be marketed.

After
a device is approved or cleared and placed in commercial distribution, numerous regulatory requirements apply. These include:



|• |  | establishing
                                         registration and device listing;
|- |  | --------------------------------------------------------------------------------------

|• |  | implementing
                                         QSR, which requires manufacturers to follow design, testing, control, documentation and
                                         other quality assurance procedures;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | labeling
regulations, which prohibit the promotion of products for unapproved or “off-label” uses and impose
other restrictions on labeling;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|• |  | medical
                                         device reporting regulations, which require that manufacturers report to the FDA if a
                                         device may have caused or contributed to a death or serious injury or malfunctioned in
                                         a way that would likely cause or contribute to a death or serious injury if it were to
                                         recur; and
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | corrections
                                         and removal reporting regulations, which require that manufacturers report to the FDA
                                         field corrections and product recalls or removals if undertaken to reduce a risk to health
                                         posed by the device or to remedy a violation of the FD&C Act that may present a risk
                                         to health.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6









Also,
the FDA may require us to conduct post market studies or order us to establish and maintain a system for tracking our products
through the chain of distribution to the patient level.  The FDA enforces regulatory requirements by conducting periodic,
unannounced inspections and market surveillance.

Failure
to comply with applicable regulatory requirements, including those applicable to the conduct of our clinical trials, can result
in enforcement action by the FDA, which may lead to any of the following sanctions:

|• |  | Warning
                                         letters;
|- |  | ---------------------------------------------------------

|• |  | Fines
                                         and civil penalties;
|- |  | -------------------------------------------------------------------

|• |  | Unanticipated
                                         expenditures;
|- |  | --------------------------------------------------------------------

|• |  | Delays
                                         in approving or refusal to approve our applications, including supplements;
|- |  | ---------------------------------------------------------------------------------------------------------------------------

|• |  | Withdrawal
                                         of FDA approval;
|- |  | --------------------------------------------------------------------

|• |  | Product
                                         recall or seizure;
|- |  | -------------------------------------------------------------------

|• |  | Interruption
                                         of production;
|- |  | --------------------------------------------------------------------

|• |  | Operating
                                         restrictions;
|- |  | ----------------------------------------------------------------

|• |  | Injunctions;
                                         and
|- |  | ---------------------------------------------------------

|• |  | Criminal
                                         prosecution.
|- |  | --------------------------------------------------------------



Our
products are manufactured in compliance with current Good Manufacturing Practices (“GMP”) requirements set
forth in the QSR. The QSR requires a quality system for the design, manufacture, packaging, labeling, storage, installation and
servicing of marketed devices and includes extensive requirements with respect to quality management and organization, device
design, equipment, purchase and handling of components, production and process controls, packaging and labeling controls, device
evaluation, distribution, installation, complaint handling, servicing, and record keeping. The FDA enforces the QSR through periodic
unannounced inspections If the FDA believes that we are not in compliance with QSR, it can shut down the manufacturing operations,
require recall of our products, refuse to approve new marketing applications, institute legal proceedings to detain or seize products,
enjoin future violations, or assess civil and criminal penalties against us or our officers or other employees.  Any such
action by the FDA would have a material adverse effect on our business.  We cannot assure you that we will be able to comply
with all applicable FDA regulations.



Non-FDA
Government Regulation

The
advertising of our products will be subject to both FDA and Federal Trade Commission regulations. In addition, the sale and marketing
of our products will be subject to a complex system of federal and state laws and regulations intended to deter, detect, and respond
to fraud and abuse in the healthcare system.  These laws and regulations restrict and may prohibit pricing, discounting,
commissions and other commercial practices that may be typical outside of the healthcare business. In particular, anti-kickback
and self-referral laws and regulations will limit our flexibility in crafting promotional programs and other financial arrangements
with medical professionals in connection with the sale of our products and related services, especially with respect to physicians
seeking reimbursement through Medicare or Medicaid.  These federal laws include, by way of example, the following:



|• |  | the
anti-kickback statute prohibits certain business practices and relationships that might affect the provision and cost of healthcare
services reimbursable under Medicare, Medicaid and other federal healthcare programs, including the payment or receipt of remuneration
for the referral of patients whose care will be paid by Medicare or other federal healthcare programs;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the
                                         physician self-referral prohibition, commonly referred to as the Stark Law, which prohibits
                                         referrals by physicians of Medicare or Medicaid patients to providers of a broad range
                                         of designated healthcare services in which the physicians or their immediate family members
                                         have ownership interests or with which they have certain other financial arrangements;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the
                                         anti-inducement law, which prohibits providers from offering anything to a Medicare or
                                         Medicaid beneficiary to induce that beneficiary to use items or services covered by either
                                         program;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the
                                         Civil False Claims Act, which prohibits any person from knowingly presenting or causing
                                         to be presented false or fraudulent claims for payment by the federal government, including
                                         the Medicare and Medicaid programs; and
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the
                                         Civil Monetary Penalties Law, which authorizes the US Department of Health and Human
                                         Services (“HHS”) to impose civil penalties administratively for fraudulent
                                         or abusive acts.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7









Sanctions
for violating these federal laws include criminal and civil penalties that range from punitive sanctions, damage assessments,
money penalties, imprisonment, denial of Medicare and Medicaid payments, or exclusion from the Medicare and Medicaid programs,
or both.  These laws also impose an affirmative duty on those receiving Medicare or Medicaid funding to ensure that they
do not employ or contract with persons excluded from the Medicare and other government programs.

Many
states have adopted or are considering legislative proposals similar to the federal fraud and abuse laws, some of which extend
beyond the Medicare and Medicaid programs to prohibit the payment or receipt of remuneration for the referral of patients and
physician self-referrals regardless of whether the service was reimbursed by Medicare or Medicaid.  Many states have also
adopted or are considering legislative proposals to increase patient protections, such as limiting the use and disclosure of patient-specific
health information.  These state laws typically impose criminal and civil penalties similar to the federal laws.

In
the ordinary course of their business, medical device manufacturers and suppliers have been and are subject regularly to inquiries,
investigations and audits by federal and state agencies that oversee these laws and regulations.  Recent federal and state
legislation has greatly increased funding for investigations and enforcement actions, which have increased dramatically over the
past several years.  This trend is expected to continue. Private enforcement of healthcare fraud also has increased, due
in large part to amendments to the Civil False Claims Act in 1986 that were designed to encourage private persons to sue on behalf
of the government. These whistleblower suits by private persons, known as qui tam relaters, may be filed by almost anyone, including
physicians and their employees and patients, our employees, and even competitors. The Health Insurance Portability and Accountability
Act of 1996 (“HIPAA”), in addition to its privacy provisions, created a series of new healthcare-related crimes.

Competition

The
Company currently operates in a limited, but competitive environment in hydro-colonic irrigation, of which there are only four
(4) companies that are approved by the FDA to manufacture a Class II medical device for colon-hydro therapy. The Company's major
competitors are located in Phoenix, Arizona, Clearwater Florida, San Antonio, Texas, and in Canada. The Company is the industry
leader in hardware quality and reliability. The Company must design and develop a broader range of speculum and disposable products
to maintain and grow its current market share.

In
a sense, the Company competes with traditional methods of bowel preparation prior to colonoscopy procedures such as Sodium Bi-phosphate
and Sodium Phosphate which have general medical acceptance. The Food and Drug Administration
(FDA) issued a safety alert regarding Fleet enemas and other related products in 2008. This alert was due to reports of acute
phosphate nephropathy which is an acute kidney injury occurring in some patients who had used oral sodium phosphate (OSP) products
for bowel cleansing prior to medical procedures. This injury was seen in patients who did not present with risk factors for this
condition. We believe that a hydro-colonic irrigation method of bowel preparation will be highly favored by consumers as
it does not require a difficult 24 hour fasting period, risk of renal failure, and an often unpleasant day of preparation.

Proprietary
Rights

We
have entered into an Employment Agreement with our Chief Executive Officer, and Non-circumvent and Non-Disclosure agreements with
key employees that require them to keep all of our proprietary information confidential.  We cannot assure that such protections
will prove adequate should they be challenged in litigation.

Legal
Proceedings

The
Company is not party to any legal proceedings.

Inventory
Management

The
Company's ability to manage its inventories properly is an important factor in its operations. Inventory shortages can impede
the Company's ability to meet orders on a timely basis. Conversely, excess inventories will result in increased inventory carrying
costs that will lower gross margins. If the Company is unable to effectively manage its inventory, its business, results of operations
and financial condition will be adversely affected. Dotolo Research Corporation currently operates its inventory management system
on MAS-90 (SAGE), and inventory is First In- First Out (FIFO) and we operate a Just in Time (JIT) system. All raw materials are
procured only after receipt of orders and we maintain fifteen (15) day inventory levels to support our top customers with disposable
products with those customers that provide the company with Standing Purchase Orders.



8







Suppliers
and Service Providers

The
Company's ability to competitively price its products depends on the cost of raw material components especially petroleum based
products, packaging costs, cost of fuel for shipping charges, and its ability to maintain its’ fixed and variable overhead.
The cost of materials is subject to annual price increases from our suppliers and the company will enter into long-term pricing
contracts to hold pricing levels firm for one (1) year with future increases based upon the Producer Price Index (PPI).

Customers

The
Company's financial success is directly related to the willingness of our customers to continue to purchase its products. The
Company does not typically have long-term contracts with its customers however once in the medical market the Company hopes to
execute standing re-supply orders with large out-patient clinics and hospital systems. Sales to the Company's customers are generally
on an order-by-order basis and are subject to rights of cancellation and rescheduling by the customers. Failure to fill customers'
orders in a timely manner could harm the Company's relationships with its customers. Furthermore, if any of the Company's major
customers experiences a significant downturn in its business, then these customers may reduce or discontinue purchases from the
Company, which could have an adverse effect on the Company's business, results of operations and financial condition.

The
Company sells its products to our customers from its Published Price List and discounts pricing based on sales volumes. The company
does not extend credit. Financial difficulties of a customer could cause the Company to stop doing business with that customer
or reduce its business with that customer. The Company's inability to collect from its customers or a cessation or reduction of
sales to certain customers because of financial concerns could have an adverse effect on the Company's business, results of operations
and financial condition.



The
target markets and targeted customers for our products include:

|· |  | Health
                                         and Wellness Spas
|- |  | -----------------------------------------------------------------

|· |  | Endoscopy
                                         Out-Patient Clinics
|- |  | ----------------------------------------------------------------------

|· |  | Osteopathic
                                         Physicians
|- |  | ---------------------------------------------------------------

|· |  | Hospital
                                         Systems- Veterans Hospitals
|- |  | -----------------------------------------------------------------------------

|· |  | Skilled
                                         Nursing Homes
|- |  | --------------------------------------------------------------

|· |  | Assisted
                                         Living Facilities
|- |  | -------------------------------------------------------------------

|· |  | Individuals
                                         with disabilities such as paraplegic, quadriplegic and obesity
|- |  | -------------------------------------------------------------------------------------------------------------------

Implementation
of Growth Strategy.

As
part of its growth strategy into the health and wellness and medical markets, the Company will:

|· |  | Strengthen
                                         and expand distribution channels in key MSA markets for both health and wellness and
                                         medical markets within the United States
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Strengthen
                                         international distribution and re-seller agreements specifically in the United Kingdom,
                                         Saudi Arabia (Middle East), Africa, Mexico, Taiwan and Australia.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Release
                                         new product development on Version 2 of the Toxygen hardware system and release new speculum
                                         disposable products.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Establish
                                         contracts with Group Purchasing Organizations (GPO) such as Tenet, Premier, HCA, and
                                         the Veterans Administration (GSA).
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Establish
                                         distribution agreements with sterile kit packing manufacturers such as Baxter Healthcare,
                                         Owens & Minor, and DeRoyal Industries.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Expand
                                         its factory operations to be able to accept large orders that will involve larger production
                                         runs that management believes will be more profitable.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These
initiatives are largely conditioned upon the Company obtaining additional capital, of which there can be no assurance. Any such
failures could have an adverse effect on the Company's business, results of operations and financial condition.



9







PERSONAL
CARE SERVICES



Angels
of Mercy, Inc. (“AOM”) provides non-medical, Personal Care Attendant (PCA) services, Supervised Independent Living
(SIL), Long-Term Senior Care, and other approved programs performed by a trained caregiver that will meet the health service needs
of beneficiaries whose disabilities preclude the performance of certain independent living skills related to the activities of
daily living (ADL).

PCA
services that are reimbursed to AOM under the waiver:



|· |  | Assisting
                                         with personal hygiene, dressing, bathing, and grooming
|- |  | ---------------------------------------------------------------------------------------------------------

|· |  | Performing
                                         or assisting in the performance of tasks related to maintaining a safe, healthy and stable
                                         living environment such as:
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Light
                                         cleaning tasks in areas of the home used by the recipient,
|- |  | ---------------------------------------------------------------------------------------------------------

|· |  | Shopping
                                         for such items as health and hygiene products, clothing and groceries,
|- |  | ------------------------------------------------------------------------------------------------------------------------

|· |  | Performing
                                         activities of daily living inside and outside of the home which require attendant care,
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Assisting
                                         with or performing beneficiary laundry care chores
|- |  | -----------------------------------------------------------------------------------------------------

|· |  | Assisting
                                         with bladder and/or bowel requirements, including bed pan routines
|- |  | ---------------------------------------------------------------------------------------------------------------------

|· |  | If
                                         indicated on the Plan of Care, assisting beneficiary to clinics, physician’s offices,
                                         and other appointments,
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Assisting
                                         the beneficiary to receive any service specified in the written Plan of Care, including
                                         leisure skills development,
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Assisting
                                         in activities which would enhance the individual employability and improve and enhance
                                         the beneficiary’s quality of life.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Supervised
Independent Living (SIL) is an alternative program for mentally challenged, developmentally disabled or physically disabled individuals.
AOM provides the following personal health services:



|· |  | Assistance
                                         with safety procedures and emergency contacts within the home environment
|- |  | -----------------------------------------------------------------------------------------------------------------------------

|· |  | Counseling
                                         during the transition period
|- |  | --------------------------------------------------------------------------------

|· |  | Assistance
                                         in meeting needs with medical management, employment, financial, budgeting, household
                                         management, personal care, recreation and transportation
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Accessibility
                                         to community resources
|- |  | -----------------------------------------------------------------------------

|· |  | Independence
                                         and personal growth
|- |  | -------------------------------------------------------------------------

|· |  | Freedom
                                         from abuse, neglect and exploitation
|- |  | -------------------------------------------------------------------------------------



Services
and Fee Structure

AOM
is reimbursed for each approved “Unit of Service” provided, as determined by the Health Care Financing Administration
(HCFA), the Department of Social Services and based upon a detailed Case Management, Plan of Care for each beneficiary. A unit
of service for PCA services will be one-half hour. At least fifteen (15) minutes of service must be provided to the individual
in order for AOM to bill for a unit of service. A maximum of 1,825 hours (3,650 half-hour units) per beneficiary, per year can
be billed under the Medicaid waiver program.

Long
Term Care (LTC) - Older population or anyone whose disability occurred after their 21st birthday. Reimbursement rate: $2.89/quarter
hour

Early
Periodic Screening Diagnostic Treatment (EPSDT) – This service is provided from 3 years of age or older until 21 years
of age. Reimbursement rate: $2.53/quarter hour

Elderly
and Young Adult Waiver (EDA) – This service is provided by age 22 and normally up through death of the client. Reimbursement
rate: $2.83/quarter hour

New
Opportunity Waiver (NOW) The longest running Medicaid Waiver program and has the most resources available for the clients.



10







Several
programs within the NOW- Title 19.

Reimbursement
rates:

IFS
day program: $3.61/quarter hour

IFS
night: $2.17quarter hour

IFS
day x2: $2.72/quarter hour

IFS
day x3: 2.36/quarter hour

IFS
night x2: $1.52/quarter hour

Supervised
Independent Living (SIL) - Clients live independently but with supervision and assistance from AOM trained staff. Activities of
Daily Living skills are taught by staff to clients. Some clients go to day programs, some are employed, and some clients receive
24 hours/day personal care services. Reimbursement rate: 16.93/hour/daily care 24/7



Non-FDA
Government Regulation

The
advertising of our healthcare services and medical device products will be subject to both FDA and Federal Trade Commission regulations.
In addition, the sale and marketing of our products will be subject to a complex system of federal and state laws and regulations
intended to deter, detect, and respond to fraud and abuse in the healthcare system.  These laws and regulations restrict
and may prohibit pricing, discounting, commissions and other commercial practices that may be typical outside of the healthcare
business. In particular, anti-kickback and self-referral laws and regulations will limit our flexibility in crafting promotional
programs and other financial arrangements with medical professionals in connection with the sale of our products and related services,
especially with respect to physicians seeking reimbursement through Medicare or Medicaid.  These federal laws include, by
way of example, the following:



|• |  | the
                                         anti-kickback statute prohibits certain business practices and relationships that might
                                         affect the provision and cost of healthcare services reimbursable under Medicare, Medicaid
                                         and other federal healthcare programs, including the payment or receipt of remuneration
                                         for the referral of patients whose care will be paid by Medicare or other federal healthcare
                                         programs;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the
                                         physician self-referral prohibition, commonly referred to as the Stark Law, which prohibits
                                         referrals by physicians of Medicare or Medicaid patients to providers of a broad range
                                         of designated healthcare services in which the physicians or their immediate family members
                                         have ownership interests or with which they have certain other financial arrangements;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the
                                         anti-inducement law, which prohibits providers from offering anything to a Medicare or
                                         Medicaid beneficiary to induce that beneficiary to use items or services covered by either
                                         program;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the
                                         Civil False Claims Act, which prohibits any person from knowingly presenting or causing
                                         to be presented false or fraudulent claims for payment by the federal government, including
                                         the Medicare and Medicaid programs; and
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the
                                         Civil Monetary Penalties Law, which authorizes the US Department of Health and Human
                                         Services (“HHS”) to impose civil penalties administratively for fraudulent
                                         or abusive acts.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Sanctions
for violating these federal laws include criminal and civil penalties that range from punitive sanctions, damage assessments,
money penalties, imprisonment, denial of Medicare and Medicaid payments, or exclusion from the Medicare and Medicaid programs,
or both.  These laws also impose an affirmative duty on those receiving Medicare or Medicaid funding to ensure that they
do not employ or contract with persons excluded from the Medicare and other government programs.

Many
states have adopted or are considering legislative proposals similar to the federal fraud and abuse laws, some of which extend
beyond the Medicare and Medicaid programs to prohibit the payment or receipt of remuneration for the referral of patients and
physician self-referrals regardless of whether the service was reimbursed by Medicare or Medicaid.  Many states have also
adopted or are considering legislative proposals to increase patient protections, such as limiting the use and disclosure of patient-specific
health information.  These state laws typically impose criminal and civil penalties similar to the federal laws.

In
the ordinary course of their business, medical device manufacturers and suppliers have been and are subject regularly to inquiries,
investigations and audits by federal and state agencies that oversee these laws and regulations.  Recent federal and state
legislation has greatly increased funding for investigations and enforcement actions, which have increased dramatically over the
past several years.  This trend is expected to continue. Private enforcement of healthcare fraud also has increased, due
in large part to amendments to the Civil False Claims Act in 1986 that were designed to encourage private persons to sue on behalf
of the government. These whistleblower suits by private persons, known as qui tam relaters, may be filed by almost anyone, including
physicians and their employees and patients, our employees, and even competitors. The Health Insurance Portability and Accountability
Act of 1996 (“HIPAA”), in addition to its privacy provisions, created a series of new healthcare-related crimes.



11







Competition

The
Company currently operates in a competitive environment in Personal Care Attendant (PCA) services. The Company's competitors are
located throughout the State of Louisiana with our primary competitors located in Region 4 and Region 6 where AOM licenses are
authorized to conduct business operations. To provide a competitive edge on the competition, AOM will continue to hire highly
skilled company employees. Our client’s personal care providers, deliver on-going training, and deliver the highest personal
care services.



Proprietary
Rights

We
have entered into an Employment Agreement with our President, Key Managers and have executed Non-Circumvent and Non-Disclosure
agreements with key employees that require them to keep all of our proprietary information and customers lists confidential.  We
cannot assure that such protections will prove adequate should they be challenged in litigation.



Customers

The
Company's financial success is directly related to maintaining the continued excellence of personal care services we provide to
our current clients and the willingness of newly qualified clients to accept our organization as the “Preferred Provider
Choice” to provide their loved ones or themselves with the highest level of personal care.



EMPLOYEES

We
currently have over 170 full time employees. Our Chief Executive Officer operates out of Louisiana and our Chief Financial Officer
operates out of Michigan. Our Medical Device Manufacturing segment has 2 full time employees. Our Personal Care Services segment
has one hundred and sixty eight (168) full time employees with fourteen (14) administrative employees, the President. None of
these employees are covered by any collective bargaining agreement. The Company presently considers its employee relations to
be satisfactory.



Item
1A. Risk Factors

RISK
FACTORS

Those
interested in investing in the Company should carefully consider the following Risk Factors pertaining to Oncologix Tech as well
as the risks and uncertainties that are described in the Company's most recent Annual and Quarterly Reports under the Securities
Exchange Act of 1934. These Risk Factors are not all inclusive.





12







Going
Concern Qualification.

Our
Independent Accountants have expressed doubt about our ability to continue as a going concern. The ability to continue as a going
concern is an issue raised as a result of the material operating losses incurred since inception, and its stockholders' deficit.
We expect to continue to experience net operating losses. Our ability to continue as a going concern is subject to our ability
to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities or obtaining
loans from various financial institutions where possible. The going concern increases the difficulty in meeting such goals.



Financial
Condition of Dotolo Research Corporation (“DRC”)

DRC
has limited working capital with no cash on hand at August 31, 2013. Since January 31, 2013, DRC has incurred indebtedness of
$50,000 to meet its working capital needs. These two notes bear interest at 18% per annum and require minimum, monthly interest
payments of $750.00. Additional financing will be required to get DRC to cash flow break even..

Need
for Additional Capital

We
will need substantial funds to complete the development of new product introductions, manufacturing, and marketing of our products
at DRC. Consequently, we will seek to raise further capital through not only possible public and private offerings of equity and
debt securities, but also collaborative arrangements, strategic alliances, and equity and debt financings from other sources.
AOM operates with positive cash flow sufficient to service the business operations and debt payment requirements of the acquisition
but will need additional funds to complete the audit of Angels as well as costs for other required SEC and other regulatory filings.
We now estimate the need to raise at least $650,000 of additional funding for working capital and development for DRC. Additionally,
we estimate the need to raise at least $350,000 for overhead of Oncologix Tech, Inc. We may be unable to raise additional capital
on commercially acceptable terms, if at all, and if we raise capital through additional equity financing, existing shareholders
may have their ownership interests diluted. Our failure to be able to generate adequate funds from operations or from additional
sources would harm our business.

Uncertainties
Regarding Healthcare Reimbursement and Reform

Our
ability to execute our strategy in the medical markets depends in part on the extent to which healthcare services and products
are paid by governmental agencies, private health insurers and other organizations, such as health maintenance organizations,
for the cost of such products and related treatments. Our business could be harmed if healthcare payers and providers implement
cost-containment measures and governmental agencies implement measures that reduce payment to our customers for their use of our
products.

Industry
Intensely Competitive.

The
medical device and health services industry is intensely competitive. While we maintain a strong market share in hardware and
disposable products sales world-wide, there is no guarantee we can maintain that market share. We will compete
with both public and private medical device and pharmaceutical companies that have a greater number of products on the market,
have greater financial   resources and have other competitive advantages. We cannot be certain that one or more of our
competitors will not receive patent protection that dominates, blocks or adversely affects our product development or business;
will benefit from significantly greater sales and marketing capabilities or will not develop products that are accepted more widely
than ours.

Healthcare
Service Industry Intensely Competitive.

The
healthcare service industry is very competitive. While we maintain a strong leadership position in personal care services, there
is no guarantee we can maintain that market share. We will compete with both public and private healthcare service companies that
hold licenses in other Regions within the State of Louisiana and directly compete with companies in Region 4 and Region 6 that
may have greater financial resources and have other competitive advantages.



13







Intellectual
Property Risk.

Our
ability to obtain and maintain patent and other protection for our products will affect our success. The patent positions of medical
device companies can be highly uncertain and involve complex legal and factual questions. Future patent rights, if granted, may
not be upheld in a court of law if challenged. Our patent rights may not provide competitive advantages for our products and may
be challenged, infringed upon or circumvented by our competitors. We cannot patent our products in all countries or afford to
litigate every potential violation worldwide. Because of the large number of patent filings in medical device, our competitors
may have filed applications or been issued patents and may obtain additional patents and proprietary rights relating to products
or processes competitive with or similar to ours. We cannot be certain that U.S. or foreign patents do not exist or will not issue
that would harm our ability to commercialize our products and product candidates.

Possible
Failure to Comply with Government Regulations.

We,
and any prospective contract manufacturers and suppliers are subject to extensive, complex, costly, and evolving governmental
rules, regulations and restrictions administered by the FDA, by other federal and state agencies, and by governmental authorities
in other countries. In the United States, our products are registered as a Class II device and cannot be marketed until they are
approved for market by the FDA. Obtaining FDA market approval involves the submission, among other information, may require clinical
studies on the product, and requires substantial time, effort and financial resources. The FDA, and other federal and state agencies,
as well as equivalent agencies of other countries with whom we will export our products, will also perform pre-licensing inspections
of our facility, if any, and our contract manufacturers' and suppliers' facilities. Our failure or the failure of our contract
manufacturers or suppliers to meet FDA or other agencies' requirements would delay or preclude our ability to sell our products
potentially having an adverse material effect on our business. Even with FDA market approval, we, as well as our partners, contract
manufacturers and suppliers, are subject to numerous FDA requirements covering, among other things, testing, manufacturing, quality
control, labeling and continuing review of medical products, and to permit government inspection at all times. Failure to meet
or comply with any rules, regulations, or restrictions of the FDA or other agencies could result in fines, unanticipated expenditures,
product delays, non-approval or recall, interruption of production, and criminal prosecution.

Exposure
to Product Liability Claims.

Our
design, testing, development, manufacture, and marketing of products involve an inherent risk of exposure to product liability
claims and related adverse publicity. Although we believe that our product liability insurance is adequate, additional insurance
coverage is expensive and in the future we may be unable to obtain additional liability coverage on acceptable terms. If we are
unable to obtain sufficient insurance at an acceptable cost or if a successful product liability claim is made against us, whether
fully covered by insurance or not, our business could be harmed.

Reliance
on Key Personnel

Our
success will depend, to a great extent, upon the experience, abilities and continued services of our executive officers and key
management personnel. If we lose the services of any of these officers or key personnel, our business could be harmed. Our success
also will depend upon our ability to attract and retain other highly qualified Regulatory, Marketing, Sales, and manufacturing
personnel and our ability to develop and maintain relationships with key individuals in the industry. Competition to attract qualified
personnel and relationships is intense and we compete with other companies in our industry. We may not be able to continue to
attract and retain qualified personnel.



14







Uncertainty
as to our Ability to Initiate Operations and Manage Growth.

Our
efforts to market our products will result in new and increased responsibilities for management personnel and will place a strain
upon our management, financial systems, and resources. We may be required to continue to implement and to improve our management,
operating and financial systems, procedures and controls on a timely basis and to expand, train, motivate and manage our employees.
There can be no assurance that our personnel, systems, procedures, and controls will be adequate to support our future operations.

Healthcare
Service Industry Intensely Competitive.

The
healthcare service industry is very competitive. While we maintain a strong leadership position in personal care services, there
is no guarantee we can maintain that market share. We will compete with both public and private healthcare service companies that
hold licenses in other Regions within the State of Louisiana and directly compete with companies in Region 4 and Region 6 that
may have greater financial resources and have other competitive advantages.

Compliance
with Government Regulations.

We,
and all healthcare service companies are subject to extensive, and evolving governmental rules, regulations and restrictions administered
by the Department of Health & Hospitals, the Bureau of Health Services Financing, by other federal and state agencies, and
by governmental authorities.

Reliance
on Key Personnel

Our
success will depend, to a great extent, upon the experience, abilities and continued services of our executive officers and key
management personnel. If we lose the services of any of these officers or key personnel, our business could be harmed. Our success
also will depend upon our ability to attract and retain other highly qualified health services Case Managers, sales and marketing,
our core administrative personnel and our ability to develop and maintain relationships with our clients in the industry.

Uncertainty
as to our Ability to Grow Operations and Manage Growth.

Our
efforts to increase market penetration will result in new and increased responsibilities for management personnel and will place
a strain upon our management, financial systems, and resources. We may be required to continue to implement and to improve our
management, operating and financial systems, procedures and controls on a timely basis and to expand, train, motivate and manage
our employees. There can be no assurance that our personnel, systems, procedures, and controls will be adequate to support our
future operations.

Integration
of Newly Acquired Businesses.

The
Company may make strategic acquisitions in the future and cannot assure that it will be able to successfully integrate the operations
of newly-acquired businesses into the Company's current operations. It is Management intent to consolidate various business functions
to include Information Technology, Accounting, legal under a central core operation. The failure to integrate newly acquired businesses
or the inability to make suitable strategic acquisitions in the future could have an adverse effect on the Company's business,
results of operations and financial condition.



15







Attraction
and Retention of Qualified Personnel

The
Company is dependent on the efforts and abilities of its senior executive officers. While the Company believes that its senior
management team has significant experience and depth, appropriate senior management succession plans are in place. The Company's
future success also depends on its ability to identify, attract and retain additional qualified personnel.

Broker-Dealer
Requirements May Affect Trading and Liquidity of Our Common Stock

Section
15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers
dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account.

Potential
investors in the Registrant's common stock are urged to obtain and read such disclosure carefully before purchasing any shares
that are deemed to be "penny stock." Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account
of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer
to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives;
(ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that
the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions;
(iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination
in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects
the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make
it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the
market or otherwise.

Item
1B. Unresolved Staff Comments

None.

Item
2. Properties

Our
Chief Executive Officer operates out of his home office in Louisiana and our Chief Financial Officer operates out of his home
office out of Michigan. Dotolo operates from a 6,000 square foot industrial building containing approximately 4,500 square feet
of manufacturing space and 1,500 square feet of administration space. The Company’s manufacturing facility is located in
Phoenix, Arizona and is considered adequate for its present operations. Angels operates from two (2) administrative locations:
Lafayette, Louisiana, a 2,800 square foot office and also Alexandria, Louisiana, a 1,500 square foot residential home. The business lease in Alexandria, Louisana is a month-to-month lease agreement and the Lafayette, Louisiana office is on a
5-year lease with both monthly lease payments negotiated below market average.

Item
3. Legal Proceedings

None.

Item
4. Mine Safety Disclosures

Not
applicable.



16









PART
II

Item
5. Market for Registrant’s Common Equity, Related Stockholder matters and Issuer Purchases of Equity Securities

Market
for Common Stock

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

Our
common stock is traded on the OTC:QB under the symbol “OCLG”. The high and low close prices of the Company's common
stock as reported for the last two fiscal years, by fiscal quarter (i.e. first quarter = September 1 through November 30) were
as follows:



|                   |  |   | High |  |  |   | Low  | 
|------------------ |  | - | ---- |  |  | - | ---- | 
|FISCAL YEAR ENDED: |  |   |      |  |  |   |      | 
|August 31, 2013    |  |   |      |  |  |   |      | 
|First
    Quarter  |  | $ | 0.08 |  |  | $ | 0.05 | 
|Second Quarter     |  | $ | 0.07 |  |  | $ | 0.04 | 
|Third Quarter      |  | $ | 0.08 |  |  | $ | 0.03 | 
|Fourth Quarter     |  | $ | 0.05 |  |  | $ | 0.01 | 
|                   |  |   |      |  |  |   |      | 
|FISCAL YEAR ENDED: |  |   |      |  |  |   |      | 
|August 31, 2012    |  |   |      |  |  |   |      | 
|First Quarter      |  | $ | 0.04 |  |  | $ | 0.01 | 
|Second Quarter     |  | $ | 0.04 |  |  | $ | 0.01 | 
|Third Quarter      |  | $ | 0.02 |  |  | $ | 0.01 | 
|Fourth Quarter     |  | $ | 0.02 |  |  | $ | 0.01 | 
|                   |  |   |      |  |  |   |      | 



The
closing stock price of our common stock on November 8, 2013, was $0.017.

Recent
Sales of Unregistered Securities

The
following table contains information regarding our sales of unregistered securities during the past two fiscal years. We have
made additional sales of unregistered securities subsequent to our year end. See “LIQUIDITY AND CAPITAL RESOURCES.”
The securities sold were a combination of promissory notes convertible into shares of our common stock and sales of common stock
to accredited investors. The principal amount of each Note is equal to the amount borrowed from the investor.



|Date
    of Sale     | Proceeds
    from Sale | Further
    Description and Remarks                                                                                                                                                                                    
|-------------------- | ---------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|October
    19, 2011 | $25,000                | On
    October 19, 2011, the Company sold 625,000 shares of common stock to a non-related accredited investor at $0.04 per share.                                                                                      
|January
    26, 2012 | $40,000                | On
    January 26, 2012, the Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.04 per share.                                                                                    
|April
    26, 2012   | $10,000                | On
    April 26, 2012, the Company sold 250,000 shares of common stock to a non-related accredited investor at $0.04 per share.                                                                                        
|October
    15, 2012 | $20,000                | On
    October 15, 2012, the Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.02 per share.                                                                                    
|January
    6, 2013  | $20,000                | On
    January 6, 2013, the Company sold 2,000,000 shares of common stock to three non-related accredited investors at $0.01 per
    share.                                                                            
|February
    8, 2013 | $0                     | On
    February 8, 2013, Anthony Silverman, our former president and CEO, converted a promissory note in the amount of $10,242 in
    principal and interest into 1,024,164 shares of common stock  at $0.01 per share.
|June
    17,2013     | $10,000                | On
    June 17, 2013, the Company sold 2,000,000 shares of common stock to an affiliated accredited investors at $0.005 per share.                                                                                     
|July
    17, 2013    | $20,000                | On
    July 17, 2013, the Company sold 4,000,000 shares of common stock to an affiliated accredited investors at $0.005 per share.                                                                                     
|August
    8, 2013   | 36,000                 | On
    August 8, 2013, the Company sold 6,000,000 shares of common stock to an affiliated accredited investors at $0.006 per share.                                                                                    





17







Issuer
Repurchases of Equity Securities

We
did not repurchase any of our equity securities during the fourth quarter of the year ended August 31, 2013.

Holders

As
of November 8, 2013, the Company had 259 shareholders of record of its common stock. As of November 8, 2013, 1,331 owners of our
common stock held them in the names of various broker-dealers.  As of November 8, 2013, the Company had one Unit holder of
record.  As of November 8, 2013, the Company had ten owners of Units who held them in the names of various brokers.

Dividend
Policy

The
Company has never declared any cash dividends on any of the Company’s equity securities and currently plans to retain future
earnings, if any, for business growth.

Stock
Performance Graph

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

Equity
Compensation Plan Information

The
following table sets forth information regarding the number of shares of our common stock that may be issued pursuant to our equity
compensation plans or arrangements as of the end of fiscal 2013.



2000
Stock Incentive Plan





|                             |  | Number of Securities To Be
    Issued Upon Exercise of     Outstanding Options |         | Weighted Average Exercise Price
    of Outstanding Options |  | Number of Securities Remaining
    Available For Future     Issuance Under     Plans
|---------------------------- |  | ------------------------------------------------------------------------------ | ------- | ---------------------------------------------------------- |  | ------------------------------------------------------------------------------------
|                             |  |                                                                                |         |                                                            |  |                                                                                     
|Equity compensation plans    |  |                                                                                |         |                                                            |  |                                                                                     
|approved by stockholders     |  |                                                                                | 242,085 |                                                            |  | $                                                                                   
|                             |  |                                                                                |         |                                                            |  |                                                                                     
|Equity compensation plans    |  |                                                                                |         |                                                            |  |                                                                                     
|not approved by stockholders |  |                                                                                | —       |                                                            |  | $                                                                                   
|                             |  |                                                                                |         |                                                            |  |                                                                                     
|TOTAL                        |  |                                                                                | 242,085 |                                                            |  | $                                                                                   



The
Company is authorized to issue up to 7,500,000 shares of common stock under its 2000 Stock Incentive Plan. Shares may be issued
as incentive stock options, non-statutory stock options, deferred shares or restricted shares. Options are granted at the fair
market value of the common stock on the date of the grant and have terms of up to ten years. The 2000 Stock Incentive Plan also
provides for an annual grant of options to members of our Board of Directors. For fiscal years ended August 31, 2012, 2011, 2010,
2009 and 2008, our Board of Directors elected to waive the grant of these annual options. We have 6,442,418 shares of common available
for future issuance under our 2000 Stock Incentive Plan as of August 31, 2013. Under the 2000 Stock Incentive Plan the price of
the granted common stock options are equal to the fair market value of such shares on the date of grant. This plan has been approved
by our shareholders.



18









2013
Omnibus Incentive Plan





|                             |  | Number of Securities To Be
    Issued Upon Exercise of     Outstanding     Options |   | Weighted Average Exercise Price
    of Outstanding     Options |  | Number of Securities Remaining
    Available For Future     Issuance Under     Plans
|---------------------------- |  | ---------------------------------------------------------------------------------- | - | -------------------------------------------------------------- |  | ------------------------------------------------------------------------------------
|                             |  |                                                                                    |   |                                                                |  |                                                                                     
|Equity compensation plans    |  |                                                                                    |   |                                                                |  |                                                                                     
|approved by stockholders     |  |                                                                                    | — |                                                                |  | $                                                                                   
|                             |  |                                                                                    |   |                                                                |  |                                                                                     
|Equity compensation plans    |  |                                                                                    |   |                                                                |  |                                                                                     
|not approved by stockholders |  |                                                                                    | — |                                                                |  | $                                                                                   
|                             |  |                                                                                    |   |                                                                |  |                                                                                     
|TOTAL                        |  |                                                                                    | — |                                                                |  | $                                                                                   





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

For
a description of our 2000 Stock Incentive Plan and 2013 Omnibus Incentive Plan, please see the description set forth in Note 8
of our Consolidated Financial Statements.



Transfer
Agent

Our
transfer agent and registrar are American Stock Transfer and Trust Co., 6201 15th Avenue, Brooklyn, NY 11219, Telephone
(718) 921-8200.



Item
6. Selected Financial Data

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



Item
7. Management’s discussion and Analysis of Financial Condition and Results of Operations

The
following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and notes appearing
elsewhere in this Report.



19







GENERAL

Oncologix
Tech, Inc was originally formed in 1995 as "Wavetech, Inc." a New Jersey corporation and changed our corporate domicile
to Nevada in December 1997, by merging into a Nevada corporation named, "Interpretel International, Inc." We subsequently
changed our name to "BestNet Communications Corp.” in 2000. At the time we provided worldwide long distance telephone
communication and teleconferencing services to commercial and residential consumers through the internet. That business was never
profitable and we disposed of our communications February 2007. During 2006 we entered the medical device industry with the acquisition
of JDA Medical Technologies, Inc. Currently, we are a diversified medical device and healthcare holding company. For its customers,
Oncologix provides FDA approved medical devices and state licensed healthcare services. For its shareholders, Oncologix acquires
profitable operations that build, maintain and nourish shareholder value. The Company’s corporate mission is to be the best
small cap medical device and healthcare holding company in North America.



RECENT
ACQUISITIONS AND DIVESTURES

In
furthering our strategy to be the best small cap medical device and healthcare holding company, we acquired Dotolo Research Corporation
(“DRC”) on March 22, 2013 and Angels of Mercy, Inc. (“AOM”) on August 1, 2013. These acquisitions are
further described in Note 4 – Acquisition Activities, in the Notes to Consolidated Financial Statements appearing in Item
8 of this Form 10-K.

DRC
is a FDA Registered, Class II, medical device manufacturer with 30 years of product sales in the hydro-colonic irrigation, bowel
preparation market. DRC began operations in 1989 and is a world-wide leader hardware and disposable products sales, and has an
active customer base of over 900+ customers both domestically and internationally.

Angels
of Mercy Inc. (“AOM”) provides non-medical, Personal Care Attendant (PCA) services, Supervised Independent Living
(SIL), Long-Term Senior Care, and other approved programs performed by a trained caregiver that will meet the health service needs
of beneficiaries whose disabilities preclude the performance of certain independent living skills related to the activities of
daily living (ADL).

On
November 1, 2013, the Company’s management and Board of Directors have determined to dispose of Oncologix Corporation its
Brachytherapy medical device subsidiary. With our acquisition of Dotolo we currently have a viable FDA approved medical device
requiring minimal capital investment to bring the Company to cash breakeven. Continued support of Oncologix Corporation would
cost the Company millions with no guarantee of FDA approval. Furthermore, as part of the disposal, the Company will be relieved
of over $90,000 in debt.



RESULTS
OF OPERATIONS

Comparison
of the fiscal years ended August 31, 2013 (‘fiscal 2013”) and 2012 (‘fiscal 2012”)



Revenue

Revenues
were $244,246 for fiscal 2013.There were no revenues reflected in our fiscal 2012 financial statements. Revenues were primarily
driven by our acquisition of AOM in August 2013.

Cost
of Revenues

Cost
of revenues were $195,699 for fiscal 2013 as a result of our acquisitions of Dotolo and Angels. There were no cost of revenues
reflected in our fiscal 2012 financial statements. Cost of revenues for DRC were $38,991 for fiscal 2013, and consist primarily
of direct labor and minor purchases of materials for our products. Cost of revenues for AOM were $156,708 for fiscal 2013, and
consist primarily of wages paid to personal care service employees who directly provide the PCA and SIL services.



20







General
and Administrative Expense

General
and administrative expenses primarily include officer and administrative salaries, office rent, utilities, legal and accounting
services, insurance, public filing costs as well as other incidental overhead costs.

General
and administrative expense increased to $329,667 during fiscal 2013, from $130,769, an increase of 152% or $198,898 from the comparable
period in fiscal 2012. The primary reason for the increase is due to the general and administrative expenses associated with the
acquisitions of DRC and AOM during fiscal 2013. Payroll and related expenses increased to $193,029 during the fiscal 2013, from
$79,646 in the comparable period in fiscal 2013, due primarily to the hiring of our CEO, President of Angels and administrative
salaries at AOM as a result of the acquisition. Legal expense increased to $16,531 fiscal 2013, from $494 in the comparable period
in fiscal 2012, due primarily to legal fees incurred in fiscal 2013 related to the acquisitions of DRC and AOM. Rent expense increased
to $15,500 during fiscal 2013, from $0 in the comparable period in fiscal 2012, as a result of facilities rented by both DRC and
AOM which were acquired in fiscal 2013. Travel and meals expense increased to $12,697 during fiscal 2013, from $0 in the comparable
period in fiscal 2012, due primarily to a mileage reimbursement policy with AOMs’ employees as well as officer travel related
to our two acquisitions in fiscal 2013. Outside services increased to $14,168 during fiscal 2013, from $5,694 in the comparable
period in fiscal 2012, due primarily to additional SEC filings in fiscal 2013 related to our acquisitions as well as additional
XBRL filing requirements.

Depreciation
and Amortization

Depreciation
and amortization increased to $5,455 during fiscal 2013, from $450 during fiscal 2012. The increase in depreciation and amortization
was the result of fixed assets acquired in our two fiscal 2013 company acquisitions.

Interest
Income

We
had no interest income in fiscal 2013 or fiscal 2012.



Interest
and Finance Charges

Interest
and finance charges increased to $34,181 during fiscal 2013 from $10,768, an increase of over 100% from fiscal 2012. The increase
is primarily attributable to the acquisition of additional non-related party debt as a result of the acquisition of DRC during
fiscal 2013.

Interest
and finance charges – related parties increased to $152,087 during fiscal 2013, from $25,311, an increase of over 100% or
$126,776 for the comparable period in fiscal 2012. The increase is primarily attributable to the issuance of warrants as finders’
fees to a related party during fiscal 2013.

A
summary of interest and finance charges is as follows:



|                                                                |  | For the Year Ended
|--------------------------------------------------------------- |  | ------------------
|                                                                |  | August 31,        
|                                                                |  | 2013              
|Interest expense on non-convertible notes                       |  | $                 
|Interest expense on non-convertible notes - related parties     |  |                   
|Interest expense on convertible notes payable                   |  |                   
|Interest expense on convertible notes payable - related parties |  |                   
|Amortization of note payable discounts                          |  |                   
|Amortization of note payable discounts - related parties        |  |                   
|Other interest and finance charges                              |  |                   
|                                                                |  |                   
|Total interest and finance charges                              |  | $                 





Induced
Conversion Expense

Induced
conversion expense decreased to $10,242 during fiscal 2013, from $25,042, a decrease of 60% for the comparable period in fiscal
2012. The decrease was due a fewer notes converted at a reduced conversion price in fiscal 2013.

Loss
on Conversion of Notes Payable

Loss
on conversion of notes payable decreased to $0 for fiscal 2013, from $92,725, a decrease of 100% for the comparable period in
fiscal 2012. The decrease was due to the issuance of shares of common stock for the conversion of two related party convertible
promissory notes during fiscal 2012 at below market value.

Income
Taxes

At
August 31, 2013, the Company had federal net operating loss carryforwards totaling approximately $27,800,000. At August 31, 2013,
the Company did not have any state net operating loss carryforwards. The federal net operating loss carryforwards expire in various
amounts beginning in 2004 and ending in 2033. Due to our history of incurring losses from operations, we have provided a valuation
allowance for our net operating loss carryforward.





21







OUR
SEGMENTS

We
identify our reportable segments based on our management structure, financial data and market. We have identified two business
segments: Medical Device Manufacturing and Personal Care Services.

Our
Medical Device Manufacturing segment consists of the products of Dotolo Research Corporation. This segment designs, develops,
manufactures and distributes the Toxygen hardware system with disposables speculums and tubing.

Our
Personal Care Service segment consists of the services of Angels of Mercy, Inc. This segment provides non-medical, Personal Care
Attendant (PCA) services, Supervised Independent Living (SIL), Long-Term Senior Care, and other approved programs performed by
a trained caregiver that will meet the health service needs of beneficiaries whose disabilities preclude the performance of certain
independent living skills related to the activities of daily living (ADL).

Medical
Device Manufacturing

Below
is our income statement for our Medical Device Manufacturing segment.



|                              |  |            | For the Years Ended
|----------------------------- |  | ---------- | -------------------
|                              |  | August 31, |                    
|                              |  | 2013       |                    
|                              |  |            |                    
|Revenues                      |  | $          | 28,998             
|                              |  |            |                    
|Cost of revenues              |  |            | 38,991             
|                              |  |            |                    
|Gross profit                  |  |            | (9,993             
|                              |  |            |                    
|Operating expenses:           |  |            |                    
|General and administrative    |  |            | 49,431             
|Depreciation and amortization |  |            | 4,048              
|                              |  |            |                    
|Total operating expenses      |  |            | 53,479             
|                              |  |            |                    
|Loss from operations          |  |            | (63,472            
|                              |  |            |                    
|Other income (expense):       |  |            |                    
|Interest and finance charges  |  |            | (1,877             
|Other income (expenses)       |  |            | 126                
|                              |  |            |                    
|Total other income (expense)  |  |            | (1,751             
|                              |  |            |                    
|Loss from operations          |  |            | (65,223            





22









Personal
Care Services

Below
is our income statement for our Personal Care Services.



|                              |  |            | For the Years Ended
|----------------------------- |  | ---------- | -------------------
|                              |  | August 31, |                    
|                              |  | 2013       |                    
|                              |  |            |                    
|Revenues                      |  | $          | 215,248            
|                              |  |            |                    
|Cost of revenues              |  |            | 156,708            
|                              |  |            |                    
|Gross profit                  |  |            | 58,540             
|                              |  |            |                    
|Operating expenses:           |  |            |                    
|General and administrative    |  |            | 48,439             
|Depreciation and amortization |  |            | 1,049              
|                              |  |            |                    
|Total operating expenses      |  |            | 49,488             
|                              |  |            |                    
|Income (loss) from operations |  |            | 9,052              
|                              |  |            |                    
|Other income (expense):       |  |            |                    
|Interest and finance charges  |  |            | (10,000            
|                              |  |            |                    
|                              |  |            |                    
|Total other income (expense)  |  |            | (10,000            
|                              |  |            |                    
|Loss from operations          |  |            | (948               



CRITICAL
ACCOUNTING POLICIES

“Management's
Discussion and Analysis of Financial Condition and Results of Operations ” (“MDA”) discusses our consolidated
financial statements that have been prepared in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported
amount of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going
basis, we evaluate our estimates and judgments, including those related to research and development costs, deferred income taxes
and the impairment of long-lived assets. We base our estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances. The result of these estimates and judgments form the basis for making
conclusions about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions; changes in these estimates as a result of future events
may have a material effect on the Company’s financial condition. The SEC suggests that all registrants list their most “critical
accounting policies” in MDA. A critical accounting policy is one which is both important to the portrayal of the Company’s
financial condition and results of operations and requires management’s most difficult, subjective or complex judgments,
often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management believes
the following critical accounting policies affect its more significant judgments and estimates in the preparation of its consolidated
financial statements: The impairment of long-lived assets, stock based compensation, deferred income tax valuation allowances,
pending or threatening litigation and the allocation of assets acquired and liabilities assumed in acquisitions. Please see Note
2 – Critical Accounting Policies for a further discussion of our accounting policies.

Revenue
Recognition. Revenue is recognized by the Company in accordance with Accounting Standards Codification Topic (“ASC”)
605. Accordingly, revenue is recognized when all the following criteria are met: persuasive evidence of an arrangement exists;
delivery has occurred; the seller’s price to the buyer is fixed and determinable; and collectability is reasonably assured.
Currently, the primary revenue for the Company is derived from its sales in its Personal Care Services Segment. AOM is reimbursed
for each approved “Unit of Service” provided, as determined by the Health Care Financing Administration (HCFA), the
Department of Social Services and based upon a detailed Case Management, Plan of Care for each beneficiary. A unit of service
for PCA services will be one-half hour. At least fifteen (15) minutes of service must be provided to the individual in order for
AOM to bill for a unit of service. A maximum of 1,825 hours (3,650 half-hour units) per beneficiary, per year can be billed under
the Medicaid waiver program. Our only customer is the State of Louisiana who reimburses us for the services we provide. We currently
experience less than a two percent claims rejection rate.



23







Accounts
Receivable.The Company’s receivables in its medical device segment are subject to credit risk, and the Company typically
does not require collateral on its accounts receivable. Receivables are generally due within 30 days. The Company maintains an
allowance for uncollectable receivables that reduces the receivables to amounts that are expected to be collected. Due to the
current lack of product manufacturing, we maintain an allowance account approximately 50% of accounts receivable since we are
unable to properly manufacture and deliver products. The Company’s receivables in its personal care segment are generally
repaid in 14 days on average. We bill the State of Louisiana on a weekly basis and are reimbursed two weeks later via electronic
funds transfer. We are able to resubmit any rejected claims an additional two times to the state for payment within the next twelve
months. Currently we do not maintain an allowance for uncollectible receivables as we analyze our claim rejection rate and make
significant changes to prior company policies regarding rejected claims. Upon final rejection, these receivables are written off
to bad debt expense.

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

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

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

Goodwill
represents the excess of the cost of a business combination over the fair value of the net assets acquired. Purchased goodwill
is amortized over 15 years. Other intangible assets are deemed to have indefinite lives and are not amortized but are subject
to annual impairment tests.

The
Company evaluates the recoverability of its indefinite lived intangible assets, which consist of Dotolo Research Corporation and
Goodwill in Angels of Mercy, Inc., based on estimates of future royalty payments that are avoided through its ownership of the
intangibles and patents, discounted to their present value. In determining the estimated fair value of the intangibles and patents,
management considers current and projected future levels of revenue based on its plans for Dotolo, business trends, prospects
and market and economic conditions. See Note 4 – Acquisitions for further information on the acquisition of Dotolo.

24







LIQUIDITY
AND CAPITAL RESOURCES

During
fiscal 2013, we acquired Dotolo Research Corporation and Angels of Mercy, Inc. While these acquisitions greatly increase the
value of our Company, they are not fully cash flow positive. Angels is currently cash flow positive but alone is unable to
support all the corporate overhead or needs of our other subsidiary, Dotolo. In addition, we will need additional funds for
further development and improvement of our medical device product. We also decided to dispose of Oncologix Corporation and
cease our relationship with IUTM. We anticipate that the cost of taking the Oncosphere project would take years and would
cost the company millions of dollars without any guarantee of FDA approval. We anticipate that we will require $1,000,000 for
operations during the next fiscal year. These funds will allow us to make improvements to our medical device product, procure raw
materials for manufacturing, and establish additional sales channels, thereby moving  the company to cash-flow breakeven,
cover corporate overhead and service our debt.

On
August 31, 2013, we had cash and cash equivalents of $39,456. Our historical and current operating losses to date have been covered
by equity and debt financing obtained from private investors, including certain present and former members of our Board of Directors.
To date, we never achieved positive cash flow or profitability while we tried to develop our Oncosphere product.

As
of August 31, 2013, we had total outstanding short-term and long-term debt and liabilities totaling $2,394,595. Please see Note
7 for further information.



CODE
OF ETHICS

Our
Board of Directors has adopted a code of ethics that applies to our principal executive officer, principal financial officer and
to other persons performing similar functions. The code of ethics is designed to deter wrongdoing and to promote honest and ethical
conduct, full, fair, accurate, timely and understandable disclosure, compliance with applicable laws, rules and regulations, prompt
internal reporting of violations of the code and accountability for adherence to the code. We will provide a copy of our code
of ethics, without charge, to any person upon receipt of written request for such delivered to our corporate headquarters. All
such requests should be send to Oncologix Tech, Inc., P.O. Box 8832, Grand Rapids, MI 49518-8832.



OFF-BALANCE
SHEET ARRANGEMENTS

As
of August 31, 2013 and 2012, we had no off-balance sheet arrangements.

Recent
Accounting Pronouncements

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

New
Accounting Standard

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

Item
7A. Quantitative and Qualitative Disclosures About Market Risk

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



25









Item
8. Financial Statements and Supplementary Data



Oncologix
Tech, Inc. and Subsidiaries

Consolidated
Financial Statements

Year
Ended August 31, 2013 and 2012



Contents





|Report of Seale and Beers, CPAs, Independent Registered Public Accounting Firm | F-1
|------------------------------------------------------------------------------ | ---
|                                                                               |    
|Audited Financial Statements                                                   |    
|                                                                               |    
|Consolidated Balance Sheets                                                    | F-3
|Consolidated Statements of Operations                                          | F-4
|Consolidated Statements of Change in Stockholders' Deficit                     | F-5
|Consolidated Statements of Cash Flows                                          | F-6
|Notes to Consolidated Financial Statements                                     | F-7







26









SEALE
AND BEERS, CPAs

PCAOB
& CPAB REGISTERED AUDITORS

www.sealebeers.com





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Stockholders of

Oncologix
Tech, Inc.

We
have audited the accompanying balance sheets of Oncologix Tech, Inc.  as of August 31, 2013, and
2012, and the related statements of income, stockholders’ equity (deficit), and cash flows for each of the years in the
two-year period ended August 31, 2013 and 2012. Oncologix Tech Inc.’s management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oncologix
Tech Inc. as of August 31, 2013 and 2012, and the related statements of income, stockholders’ equity (deficit), and cash
flows for each of the years in the two-year period ended August 31, 2013 and 2012, in conformity with accounting principles generally
accepted in the United States of America.

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, the Company has no revenues, has negative working capital at August 31, 2013, has incurred
recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial
doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in
Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/
Seale and Beers, CPAs

Seale
and Beers, CPAs

Las
Vegas, Nevada

December
16, 2013





50
S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351





F-1





ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

CONSOLIDATED
BALANCE SHEETS

AUGUST
31, 2013 AND 2012





|                                                                           |  |            |             |           
|-------------------------------------------------------------------------- |  | ---------- | ----------- | ----------
|                                                                           |  | August 31, |             | August 31,
|                                                                           |  | 2013       |             | 2012      
|ASSETS                                                                     |  |            |             |           
|Current Assets:                                                            |  |            |             |           
|Cash and cash equivalents                                                  |  | $          | 39,456      |           
|Accounts receivable (net of allowance of $3,000)                           |  |            | 108,319     |           
|Inventory                                                                  |  |            | 31,271      |           
|Prepaid expenses and other current assets                                  |  |            | 39,176      |           
|                                                                           |  |            |             |           
|Total current assets                                                       |  |            | 218,222     |           
|                                                                           |  |            |             |           
|Property and equipment (net of accumulated depreciation                    |  |            |             |           
|of $11,820 and $8,916)                                                     |  |            | 78,533      |           
|Deposits and other assets                                                  |  |            | 10,050      |           
|Goodwill                                                                   |  |            | 1,696,425   |           
|Patents, registrations (net of amortization)                               |  |            | 30,620      |           
|                                                                           |  |            |             |           
|Total assets                                                               |  | $          | 2,033,850   |           
|                                                                           |  |            |             |           
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                      |  |            |             |           
|Current liabilities:                                                       |  |            |             |           
|Convertible notes payable                                                  |  | $          | 125,000     |           
|Convertible notes payable - related parties                                |  |            | 235,025     |           
|Notes payable                                                              |  |            | 138,494     |           
|Notes payable - related parties                                            |  |            | 56,200      |           
|Accounts payable and other accrued expenses                                |  |            | 895,664     |           
|Accrued interest payable                                                   |  |            | 66,969      |           
|Accrued interest payable - related parties                                 |  |            | 65,743      |           
|                                                                           |  |            |             |           
|Total current liabilities                                                  |  |            | 1,583,095   |           
|                                                                           |  |            |             |           
|Long-term liabilities:                                                     |  |            |             |           
|Notes payable - (net of discount of $0 and $0)                             |  |            | 811,500     |           
|Convertible notes payable - related parties (net of discount of $0 and $0) |  |            | —           |           
|                                                                           |  |            |             |           
|Total long-term liabilities                                                |  |            | 811,500     |           
|                                                                           |  |            |             |           
|Total liabilities                                                          |  |            | 2,394,595   |           
|                                                                           |  |            |             |           
|Stockholders' Deficit:                                                     |  |            |             |           
|Series A Preferred stock, par value $.001 per share; 10,000,000 shares     |  |            |             |           
|authorized; 129,062 and 129,062 shares issued and outstanding at           |  |            |             |           
|August 31, 2013 and August 31, 2012, respectively                          |  |            | 129         |           
|Series D Preferred stock, par value $.001 per share; 10,000,000 shares     |  |            |             |           
|authorized; 58,564 and 0 shares issued and outstanding at                  |  |            |             |           
|August 31, 2013 and August 31, 2012, respectively                          |  |            | 59          |           
|Common stock, par value $.001 per share; 200,000,000 shares authorized;    |  |            |             |           
|74,587,422 and 57,563,258 shares issued and outstanding at                 |  |            |             |           
|August 31, 2013 and August 31, 2012, respectively                          |  |            | 74,587      |           
|Additional paid-in capital                                                 |  |            | 58,560,265  |           
|Accumulated deficit prior to reentering development stage                  |  |            | (58,992,296 | )         
|Noncontrolling interest                                                    |  |            | (3,489      | )         
|Common stock subscribed                                                    |  |            | —           |           
|                                                                           |  |            |             |           
|Total stockholders' deficit                                                |  |            | (360,745    | )         
|                                                                           |  |            |             |           
|Total liabilities and stockholders' deficit                                |  | $          | 2,033,850   |           





The
accompanying notes are an integral part of these consolidated financial statements.





F-2







ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF OPERATIONS





|                                                      |  | For the Years Ended
|----------------------------------------------------- |  | -------------------
|                                                      |  | August 31,         
|                                                      |  | 2013               
|                                                      |  |                    
|Revenues                                              |  | $                  
|                                                      |  |                    
|Cost of revenues                                      |  |                    
|                                                      |  |                    
|Gross profit                                          |  |                    
|                                                      |  |                    
|Operating expenses:                                   |  |                    
|General and administrative                            |  |                    
|Depreciation and amortization                         |  |                    
|                                                      |  |                    
|Total operating expenses                              |  |                    
|                                                      |  |                    
|Loss from operations                                  |  |                    
|                                                      |  |                    
|Other income (expense):                               |  |                    
|Interest and finance charges                          |  |                    
|Interest and finance charges - related parties        |  |                    
|Loss on conversion of notes payable - related parties |  |                    
|Induced conversion expense                            |  |                    
|Loss on disposal of assets                            |  |                    
|Acquisition costs                                     |  |                    
|Other income (expenses)                               |  |                    
|                                                      |  |                    
|Total other income (expense)                          |  |                    
|                                                      |  |                    
|Loss from operations                                  |  |                    
|                                                      |  |                    
|Less loss attributable to noncontrolling interest     |  |                    
|                                                      |  |                    
|Net loss before income taxes                          |  |                    
|                                                      |  |                    
|Income taxes                                          |  |                    
|                                                      |  |                    
|Net loss attributable to common shareholders          |  | $                  
|                                                      |  |                    
|Loss per common share, basic and diluted:             |  | $                  
|                                                      |  |                    
|Weighted average number of shares                     |  |                    
|outstanding - basic and diluted                       |  |                    





The
accompanying notes are an integral part of these consolidated financial statements.





F-3









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR
THE PERIOD SEPTEMBER 1, 2012 THROUGH AUGUST 31, 2013







|                                            |                 | Series A        |          | Series D        |        |              |           |         |            | Additional  |          |             |              | Non-    |                | Common  |                |         
|------------------------------------------- | --------------- | --------------- | -------- | --------------- | ------ | ------------ | --------- | ------- | ---------- | ----------- | -------- | ----------- | ------------ | ------- | -------------- | ------- | -------------- | --------
|                                            |                 | Preferred Stock |          | Preferred Stock |        | Common Stock |           | Paid-in |            | Accumulated |          | Controlling |              | Stock   |                |        
|                                            |                 | Shares          |          | Amount          |        | Shares       |           | Amount  |            | Shares      |          | Amount      |              | Capital |                | Deficit |                | Interest
|                                            |                 |                 |          |                 |        |              |           |         |            |             |          |             |              |         |                |         |                |         
|Balance, August 31, 2011                    | 129,062         |                 | $    129 |                 | -      |              | $       - |         | 50,998,814 |             | $ 50,999 |             | $ 57,358,582 |         | $ (58,053,296) |         | $      (3,461) |         
|                                            |                 |                 |          |                 |        |              |           |         |            |             |          |             |              |         |                |         |                |         
|Issuance of stock purchased for cash        | -               |                 | -        |                 | -      |              | -         |         | 1,875,000  |             | 1,875    |             | 73,125       |         | -              |         | -              |         
|Conversion of notes payable                 | -               |                 | -        |                 | -      |              | -         |         | 4,689,444  |             | 4,689    |             | 137,366      |         | -              |         | -              |         
|Beneficial conversion feature notes payable | -               |                 | -        |                 | -      |              | -         |         | -          |             | -        |             | 10,000       |         | -              |         | -              |         
|Loss on conversion of notes payable -       |                 |                 |          |                 |        |              |           |         |            |             |          |             |              |         |                |         |                |         
|                                            | related parties | -               |          | -               |        | -            |           | -       |            | -           |          | -           |              | 92,758  |                | -       |                | -       
|Induced conversion expense - conversion     |                 |                 |          |                 |        |              |           |         |            |             |          |             |              |         |                |         |                |         
|                                            | notes payable   | -               |          | -               |        | -            |           | -       |            | -           |          | -           |              | 25,402  |                | -       |                | -       
|Net loss                                    | -               |                 | -        |                 | -      |              | -         |         | -          |             | -        |             | -            |         | (285,555)      |         | (14)           |         
|                                            |                 |                 |          |                 |        |              |           |         |            |             |          |             |              |         |                |         |                |         
|Balance, August 31, 2012                    | 129,062         |                 | $    129 |                 | -      |              | $       - |         | 57,563,258 |             | $ 57,563 |             | $ 57,697,233 |         | $ (58,338,851) |         | $      (3,475) |         
|                                            |                 |                 |          |                 |        |              |           |         |            |             |          |             |              |         |                |         |                |         
|Issuance of stock purchased for cash        | -               |                 | -        |                 | -      |              | -         |         | 15,000,000 |             | 15,000   |             | 91,000       |         | -              |         | -              |         
|Issuance of stock for fees                  | -               |                 | -        |                 | -      |              | -         |         | 1,000,000  |             | 1,000    |             | 7,000        |         | -              |         | -              |         
|Issuance of preferred stock                 | -               |                 | -        |                 | 58,564 |              | 59        |         |            |             |          |             | 585,581      |         | -              |         | -              |         
|Conversion of notes payable                 | -               |                 | -        |                 | -      |              | -         |         | 1,024,164  |             | 1,024    |             | 9,217        |         | -              |         | -              |         
|Issuance of warrants for finance charges    | -               |                 | -        |                 | -      |              | -         |         | -          |             | -        |             | 159,992      |         | -              |         | -              |         
|Loss on conversion of notes payable -       |                 |                 |          |                 |        |              |           |         |            |             |          |             |              |         |                |         |                |         
|                                            | related parties | -               |          | -               |        | -            |           | -       |            | -           |          | -           |              | 10,242  |                | -       |                | -       
|Net loss                                    | -               |                 | -        |                 | -      |              | -         |         | -          |             | -        |             | -            |         | (653,445)      |         | (14)           |         
|                                            |                 |                 |          |                 |        |              |           |         |            |             |          |             |              |         |                |         |                |         
|Balance, August 31, 2013                    | 129,062         |                 | $    129 |                 | 58,564 |              | $      59 |         | 74,587,422 |             | $ 74,587 |             | $ 58,560,265 |         | $ (58,992,296) |         | $      (3,489) |         







The
accompanying notes are an integral part of these consolidated financial statements





F-4











ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS





|                                                     |                                                           |                                                        |           |                         |                       | For the Years Ended
|---------------------------------------------------- | --------------------------------------------------------- | ------------------------------------------------------ | --------- | ----------------------- | --------------------- | -------------------
|                                                     |                                                           |                                                        |           |                         |                       | August 31,         
|                                                     |                                                           |                                                        |           |                         |                       | 2013               
|Operating activities:                                |                                                           |                                                        |           |                         |                      
|                                                     | Net loss                                                  |                                                        |           |                         | $           (653,459) |                    
|                                                     |                                                           |                                                        |           |                         |                       |                    
|                                                     | Adjustments to reconcile net loss to net cash used        |                                                        |           |                        
|                                                     | in operating activities:                                  |                                                        |           |                         |                      
|                                                     |                                                           | Depreciation and amortization                          |           | 5,614                   |                       | 450                
|                                                     |                                                           | Loss on disposal of property and equipment             | -         |                         | 110                  
|                                                     |                                                           | Amortization of discount on notes payable and warrants | -         |                         | 10,000               
|                                                     |                                                           | Loss on conversion of notes payable - related parties  | 10,241    |                         | 92,758               
|                                                     |                                                           | Induced conversion expense notes payable               | -         |                         | 25,402               
|                                                     |                                                           | Issuance of stock and warrants for fees                | 145,406   |                         | -                    
|                                                     |                                                           | Beneficial conversion feature notes payable            | -         |                         | -                    
|                                                     |                                                           |                                                        |           |                         |                       |                    
|                                                     | Changes in operating assets and liabilities:              |                                                        |           |                        
|                                                     |                                                           | Accounts receivable                                    |           | 124,511                 |                       | -                  
|                                                     |                                                           | Prepaid expenses and other current assets              | 9,566     |                         | 9,025                
|                                                     |                                                           | Inventory                                              |           |                         | 69,611                |                    
|                                                     |                                                           | Deposits and other assets                              |           | -                       |                       | -                  
|                                                     |                                                           | Accounts payable and other accrued expenses            | 404,540   |                         | 3,189                
|                                                     |                                                           | Accrued interest payable - related parties             | 6,831     |                         | 15,079               
|                                                     |                                                           | Accrued interest payable                               |           | 24,394                  |                       | 10,175             
|                                                     |                                                           |                                                        |           |                         |                       |                    
|                                                     | Net cash used in operating activities                     |                                                        | 147,097   |                         | (119,381)            
|                                                     |                                                           |                                                        |           |                         |                       |                    
|Investing activities:                                |                                                           |                                                        |           |                         |                      
|                                                     | Purchase of property and equipment                        |                                                        | -         |                         | (1,677)              
|                                                     | Acquisition of Dotolo subsidiary                          |                                                        | (195,781) |                         | -                    
|                                                     | Acquisition of Angels subsidiary                          |                                                        | (128,359) |                         | -                    
|                                                     |                                                           |                                                        |           |                         |                       |                    
|                                                     | Net cash used in investing activities                     |                                                        | (324,140) |                         | (1,677)              
|                                                     |                                                           |                                                        |           |                         |                       |                    
|Financing activities:                                |                                                           |                                                        |           |                         |                      
|                                                     | Proceeds from issuance of convertible notes               |                                                        |           |                        
|                                                     |                                                           | payable - related parties                              |           | -                       |                       | 20,000             
|                                                     | Proceeds from issuance of notes payable - related parties | 33,361                                                 |           | 45,000                 
|                                                     | Proceeds from issuance of notes payable                   |                                                        | 120,000   |                         | -                    
|                                                     | Proceeds from the issuance of common stock                | 106,000                                                |           | 75,000                 
|                                                     | Repayment of notes payable                                |                                                        | (25,917)  |                         | (8,078)              
|                                                     | Repayment of notes payable - related parties              | (18,876)                                               |           | -                      
|                                                     | Repayment of convertible notes payable                    |                                                        | -         |                         | -                    
|                                                     | Repayment of convertible notes payable - related parties  | -                                                      |           | (20,000)               
|                                                     |                                                           |                                                        |           |                         |                       |                    
|                                                     | Net cash provided by financing activities                 |                                                        | 214,568   |                         | 111,922              
|                                                     |                                                           |                                                        |           |                         |                       |                    
|Net increase (decrease) in cash and cash equivalents | 37,525                                                    |                                                        | (9,136)  
|                                                     |                                                           |                                                        |           |                         |                       |                    
|Cash and cash equivalents, beginning of period       | 1,931                                                     |                                                        | 11,067   
|                                                     |                                                           |                                                        |           |                         |                       |                    
|Cash and cash equivalents, end of period             |                                                           | $               39,456                                 |           | $                 1,931









The
accompanying notes are an integral part of these consolidated financial statements.



F-5









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS (CONTINUED)





Supplemental
disclosure of cash flow information (continued):



|                               |  | For the Year Ended
|------------------------------ |  | ------------------
|                               |  | August 31,        
|                               |  | 2013              
|                               |  |                   
|Cash paid during the year for: |  |                   
|                               |  |                   
|Interest                       |  | $                 
|Income Taxes                   |  | $                 

The
accompanying notes are an integral part of these consolidated financial statements.



F-6









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
1 - ORGANIZATION AND DESCRIPTION OF THE COMPANY

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

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

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

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

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



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

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

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

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



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

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

On
March 22, 2013, we acquired all the outstanding stock of Dotolo Research Corporation (“DRC”), a FDA Registered, Class
II, medical device manufacturer with 30 years of product sales in the hydro-colonic irrigation, bowel preparation market. Dotolo
Research Corporation began operations in 1989 and is a world-wide leader hardware and disposable products sales, and has an active
customer base of over 900+ customers both domestically and internationally.

F-7









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



On
August 1, 2013, we acquired all the outstanding stock of Angels of Mercy, Inc. (“AOM”). Angels provides non-medical,
Personal Care Attendant (PCA) services, Supervised Independent Living (SIL), Long-Term Senior Care, and other approved programs
performed by a trained caregiver that will meet the health service needs of beneficiaries whose disabilities preclude the performance
of certain independent living skills related to the activities of daily living (ADL).

Because
the development of the brachytherapy device is years off and it cannot be marketed at this time, the Company’s management
and Board of Directors have determined to dispose of Oncologix Corporation its Brachytherapy medical device subsidiary. With our
acquisition of Dotolo we currently have a viable FDA approved medical device requiring minimal capital investment to bring the
Company to cash breakeven. Continued support of Oncologix Corporation would cost the Company millions with no guarantee of FDA
approval. Furthermore, as part of the disposal, the Company will be relieved of over $90,000 in debt.



NOTE
2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS
OF PRESENTATION

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

PRINCIPLES
OF CONSOLIDATION

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

USE
OF ESTIMATES

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



F-8









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





REVENUE
RECOGNITION

Revenue
is recognized by the Company in accordance with Accounting Standards Codification Topic (“ASC”) 605. Accordingly,
revenue is recognized when all the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred;
the seller’s price to the buyer is fixed and determinable; and collectability is reasonably assured. Currently, the primary
revenue for the Company is derived from its sales in its Personal Care Services Segment.

AOM
is reimbursed for each approved “Unit of Service” provided, as determined by the Health Care Financing Administration
(HCFA), the Department of Social Services and based upon a detailed Case Management, Plan of Care for each beneficiary. A unit
of service for PCA services will be one-half hour. At least fifteen (15) minutes of service must be provided to the individual
in order for AOM to bill for a unit of service. A maximum of 1,825 hours (3,650 half-hour units) per beneficiary, per year can
be billed under the Medicaid waiver program. Our only customer is the State of Louisiana who reimburses us for the services we
provide. We currently experience a two percent claims rejection rate.

CASH
AND CASH EQUIVALENTS

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

ACCOUNTS
RECEIVABLE

The
Company’s receivables in its medical device segment are subject to credit risk, and the Company typically does not require
collateral on its accounts receivable. Receivables are generally due within 30 days. The Company maintains an allowance for uncollectable
receivables that reduces the receivables to amounts that are expected to be collected. Due to the current lack of product manufacturing,
we maintain an allowance account approximately 50% of accounts receivable since we are unable to properly manufacture and deliver
products.

The
Company’s receivables in its personal care segment are generally repaid in 14 days on average. We bill the State of Louisiana
on a weekly basis and are reimbursed two weeks later via electronic funds transfer. We are able to resubmit any rejected claims
an additional two times to the state for payment within the next twelve months. Currently we do not maintain an allowance for
uncollectible receivables as we analyze our claim rejection rate and make significant changes to prior company policies regarding
rejected claims. Upon final rejection, these receivables are written off to bad debt expense.

INVENTORY

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

PROPERTY
AND EQUIPMENT

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



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



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



F-9







ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



LONG-LIVED
ASSETS

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

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

GOODWILL
AND OTHER INTANGIBLE ASSETS

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

Goodwill
represents the excess of the cost of a business combination over the fair value of the net assets acquired. Purchased goodwill
is amortized over 15 years. Other intangible assets are deemed to have indefinite lives and are not amortized but are subject
to annual impairment tests.

The
Company evaluates the recoverability of its indefinite lived intangible assets, which consist of Dotolo Research Corporation and
Goodwill in Angels of Mercy, Inc., based on estimates of future royalty payments that are avoided through its ownership of the
intangibles and patents, discounted to their present value. In determining the estimated fair value of the intangibles and patents,
management considers current and projected future levels of revenue based on its plans for Dotolo, business trends, prospects
and market and economic conditions. See Note 4 – Acquisitions for further information on the acquisition of Dotolo.

NONCONTROLLING
INTEREST

ASC
810 - Consolidation addresses the accounting and reporting standards for ownership interest in subsidiaries held by parties other
than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes
in a parent’s ownership interest, and the valuation of retained non-controlling equity investments when a subsidiary is
deconsolidated. During fiscal 2009, the Company issued a ten percent interest in its subsidiary, Oncologix Corporation, to IUTM
as required in a technology agreement. The Company valued this interest at $212. Through August 31, 2013, the Company has allocated
$3,701 losses to its non-controlling interest. The Company has adopted ASC 810 to account for this non-controlling interest.



F-10







ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



ADVERTISING
COSTS

Advertising
costs included with selling, general and administrative expenses in the accompanying consolidated statements of operations were
minimal for fiscal 2013 and fiscal 2012. Such costs are expensed when incurred.

INCOME
TAXES

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

FAIR
VALUE OF FINANCIAL INSTRUMENTS

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

STOCK-BASED
COMPENSATION

The
Company has a stock-based compensation plan, which is described more fully in Note 8. The Company accounts for stock-based compensation
in accordance with ASC 718. Under the fair value recognition provisions of this statement, share-based compensation cost is measured
at the grant date based on the fair value of the award and is recognized as expense over the vesting period. The Company estimates
the fair value of stock options granted using the Black-Scholes option valuation model. The fair value of all awards is amortized
on a straight-line basis over the vesting periods. The expected term of awards granted represent the period of time they are expected
to be outstanding. The Company determines the expected term based on historical experience with similar awards, giving consideration
to the contractual terms and vesting schedules. The Company estimates the expected volatility of its common stock at the date
of grant based on the historical volatility of its common stock. The risk-free interest rate is based on the U.S. treasury security
rate estimated for the expected life of the options at the date of grant. If actual results differ significantly from estimates,
stock-based compensation could be impacted.

CONVERTIBLE
DEBT

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

RECLASSIFICATIONS

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

STOCK
INCENTIVE PLANS

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



F-11









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





STOCK
INCENTIVE PLANS

Share
based payment compensation costs for equity-based awards are measured on the grant date based on the fair value of the award on
that date and is recognized over the required service period. Fair value of stock option awards are estimated using the Black-Scholes
model. Fair value of restricted stock awards is based upon the quoted market price of the common stock on the date of grant.

NET
LOSS PER COMMON SHARE

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



|                                             |  | For the Year Ended
|-------------------------------------------- |  | ------------------
|                                             |  | August 31,        
|                                             |  | 2013              
|                                             |  |                   
|                                             |  |                   
|Net loss attributable to common shareholders |  | $                 
|                                             |  |                   
|Weighted average shares outstanding          |  |                   
|                                             |  |                   
|Loss per common share, basic and diluted:    |  | $                 





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



|                                      |  | As of     
|------------------------------------- |  | ----------
|                                      |  | August 31,
|                                      |  | 2013      
|                                      |  |           
|Description                           |  |           
|Convertible preferred stock           |  |           
|Convertible notes payable             |  |           
|Options                               |  |           
|Warrants                              |  |           
|                                      |  |           
|Total potentially dilutive securities |  |           





F-12









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



SEGMENT
INFORMATION

ASC
280-10 defines operating segments as components of a company about which separate financial information is available that is evaluated
regularly by the chief decision maker in deciding how to allocate resources and in assessing performance. The Company currently
has two business segments; medical device manufacturing and personal care services.



RECENT
ACCOUNTING PRONOUNCEMENTS

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

New
Accounting Standard

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



ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
3 - GOING CONCERN

The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company
has incurred losses from operations over the past several years and anticipates additional losses in fiscal 2014 and prior to
achieving breakeven.

During
fiscal 2013, we acquired Dotolo Research Corporation and Angels of Mercy, Inc. While these acquisitions greatly increase the value
of our Company, they are not fully cash flow positive. AOM is currently cash flow positive but alone is unable to support all
the corporate overhead or needs of our other subsidiary, DRC. We anticipate that we will require approximately $1,000,000 to operate
through August 31, 2014. Approximately $350,000 will be required to fund corporate overhead including debt servicing with the
balance to invest into product revisions at DRC. Currently AOM is cash flow positive but does not generate enough positive cash
flows to fund corporate overhead. This funding will allow us to meet our current sales demands and expenses of DRC, AOM and Oncologix,
while keeping our public filings current.

Our
Company has never been profitable and we have had to rely on debt and equity financings to fund operations. There is no assurance
that the business activities of DRC will achieve breakeven status by the end of 2014. Significant delays in achieving breakeven
status could affect the ability to obtain future debt and equity funding. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. After auditing our financial statements, our independent auditor issued a going concern
opinion and our ability to continue is dependent on our ability to raise additional capital. Currently there is a substantial
doubt in the Company’s ability to continue as a going concern.



F-13







NOTE
4 – ACQUISITIONS

Dotolo
Research Corporation

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

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

The
acquisition was accounted for using the acquisition method of accounting and the purchase price was allocated to the assets acquired
and liabilities assumed based upon their estimated fair values at the date of acquisition. Identifiable intangible assets include
patents, trade name and customer list. The purchase price consisted of the issuance 58,564 shares of a newly created Series D
Convertible Preferred Stock (60,000 shares of Series D Preferred Stock designated). On March 22, 2013, the issued shares had a
fair market value of $585,640 based on the fair market value of the underlying common stock shares. The issued Series D Convertible
Preferred Stock have a liquidation value of approximately $4,700,000 and are convertible anytime after March 1, 2014 into 1,000
shares of common stock each. Please see Note 8 for a further description of the Series D Convertible Preferred Stock.



ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



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



|Cash and cash equivalents                   |  | $ | 1,653     | 
|------------------------------------------- |  | - | --------- | 
|Accounts receivable (net)                   |  |   | 769       | 
|Inventory                                   |  |   | 100,882   | 
|Prepaid expenses and other current assets   |  |   | 31,750    | 
|Property and equipment                      |  |   | 22,957    | 
|Deposits and other assets                   |  |   | 10,050    | 
|Intangible assets                           |  |   | 1,125,845 | 
|Patents, registrations                      |  |   | 33,172    | 
|                                            |  |   |           | 
|Total assets acquired                       |  | $ | 1,327,078 | 
|                                            |  |   |           | 
|Accounts payable and other accrued expenses |  | $ | 457,588   | 
|Customer deposits                           |  | $ | 78,807    | 
|Notes payable                               |  |   | 195,823   | 
|Notes payable - related parties             |  |   | 58,600    | 
|Accrued interest payable                    |  |   | 9,743     | 
|Accrued interest payable - related parties  |  |   | 795       | 
|                                            |  |   |           | 
|Total liabilities assumed                   |  | $ | 801,356   | 



F-14







Angels
of Mercy, Inc.

On
August 1, 2013, the Company acquired all the outstanding shares of Common Stock of Angels of Mercy, Inc. Pursuant to the Agreement,
the Owners sold all of the Common Stock of AOM for $650,000 represented by a down payment of $100,000 at closing and a four year
Secured Promissory Note for $550,000. The Company also issued the Owners 1,000,000 four year warrants with an exercise price of
$0.015 that possesses a cashless exercise option and agreed to pay $65,000 in broker fees related to this transaction.

The
acquisition was accounted for using the acquisition method of accounting and the purchase price was allocated to the assets acquired
and liabilities assumed based upon their estimated fair values at the date of acquisition. Identifiable intangible assets include
patents and purchased goodwill.

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



|Cash and cash equivalents                   |  | $ | 27,121  | 
|------------------------------------------- |  | - | ------- | 
|Accounts receivable (net)                   |  |   | 111,581 | 
|Prepaid expenses and other current assets   |  |   | 7,851   | 
|Property and equipment                      |  |   | 57,000  | 
|Purchased goodwill                          |  |   | 543,721 | 
|                                            |  |   |         | 
|Total assets acquired                       |  | $ | 747,274 | 
|                                            |  |   |         | 
|Accounts payable and other accrued expenses |  | $ | 9,688   | 
|                                            |  |   |         | 
|Total liabilities assumed                   |  | $ | 9,688   | 



ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
5 - PROPERTY AND EQUIPMENT

Property
and equipment is composed of the following at August 31, 2013 and 2012:



|                                                |  | August 31, |         | August 31,
|----------------------------------------------- |  | ---------- | ------- | ----------
|                                                |  | 2013       |         | 2012      
|Furniture                                       |  | $          | 10,388  |           
|Office Equipment                                |  |            | 10,800  |           
|Computers                                       |  |            | 19,905  |           
|Software                                        |  |            | 3,497   |           
|Leasehold improvements                          |  |            | 29,000  |           
|Equipment                                       |  |            | 16,763  |           
|                                                |  |            |         |           
|Total property and equipment at cost            |  |            | 90,353  |           
|                                                |  |            |         |           
|Less: accumulated depreciation and amortization |  |            | (11,820 | )         
|                                                |  |            |         |           
|                                                |  | $          | 78,533  |           



F-15







NOTE
6 - LEASES

The
Company leases office space in two location in Louisiana and warehouse space in Arizona. Two of these leases are on
a month-to-month basis and the remaining office location is on a 5-year lease. Rent expense for the years ended August 31, 2013
and 2012 were $15,500 and nil, respectively. Since our leases are month to month, we do not have any future minimum
lease payments due.

NOTE
7 - NOTES PAYABLE

CONVERTIBLE
NOTES PAYABLE:

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



|                                           |  | August 31, |          | August 31,
|------------------------------------------ |  | ---------- | -------- | ----------
|                                           |  | 2013       |          | 2012      
|                                           |  |            |          |           
|8.0% convertible notes due August 31, 2014 |  | $          | 125,000  |           
|                                           |  |            |          |           
|                                           |  |            |          |           
|Total unsecured convertible notes payable  |  |            | 125,000  |           
|Less:  Current portion                     |  |            | (125,000 | )         
|                                           |  |            |          |           
|Long-term portion                          |  | $          | —        |           





ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



The
following is a summary of future minimum payments on convertible notes payable as of August 31, 2013:





|Fiscal Year Ending August 31, | Convertible Notes Payable
|----------------------------- | -------------------------
|2014                          | $125,000                 



During
May and June 2007, we issued nine Convertible Promissory Notes in an aggregate principal amount of $700,000. These Convertible
Promissory Notes were due May 7, 2008, bore interest at the rate of 8% per annum and were convertible into our common stock at
a rate of $1.00. Eight of these notes were converted into common stock in fiscal 2009. The remaining Convertible Promissory Note,
in the principal amount of $125,000, was extended on January 28, 2010 initially to March 31, 2012 and then extended to September
30, 2013. In conjunction with the initial extension, the conversion price was reduced to $0.60. As of August 31, 2013, the Company
has accrued interest in the amount of $52,575.



CONVERTIBLE
RELATED PARTY NOTES PAYABLE:



|                                                                                                    |  | August 31, |          | August 31,
|--------------------------------------------------------------------------------------------------- |  | ---------- | -------- | ----------
|                                                                                                    |  | 2013       |          | 2012      
|                                                                                                    |  |            |          |           
|6.0% convertible note due September 2013 (1)                                                        |  | $          | 235,025  |           
|                                                                                                    |  |            |          |           
|                                                                                                    |  |            |          |           
|Total unsecured related party convertible notes payable                                             |  |            | 235,025  |           
|Less:  Current portion                                                                              |  |            | (235,025 | )         
|                                                                                                    |  |            |          |           
|Long-term portion                                                                                   |  | $          | —        |           
|                                                                                                    |  |            |          |           
|(1)  Note payable to former CEO who resigned 4/1/09 and still remains a director of our subsidiary. |  |            |          |           





F-16







ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



On
April 1, 2009, we issued to Ms. Lindstrom, our former Chief Executive Officer and current member of our subsidiary’s Board
of Directors, a convertible promissory note in lieu of payment of $235,025 in accrued salary owed to Ms. Lindstrom. This note
accrues interest at a rate of 6% per annum and was originally due on March 31, 2012. The note is convertible into shares of the
Company’s common stock at a rate of $0.20 per common share. Ms. Lindstrom signed an abstention to convert this note until
June 01, 2011. On March 16, 2012, Ms. Lindstrom agreed to extend the due date of the note to September 30, 2013. There was no
beneficial conversion feature recognized upon the issuance of this note. As of August 31, 2013, the Company has accrued interest
in the amount of $62,317.

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





On
August 23, 2012, the Company issued a convertible promissory note in principal amount of $45,000 to its President, Anthony Silverman,
who is also a member of the Board of Directors. This note was issued as payment in full of the principal and accrued interest
of three outstanding promissory notes in that aggregate amount. The newly issued convertible promissory note bore interest at
6% per annum and was convertible into the Company's common stock at $0.04 per share. On August 24, 2012, Mr. Silverman elected
to convert this note plus accrued interest of $524 into 2,276,182 shares of the Company’s Common Stock. The company recognized
a $22,758 loss upon the conversion of this note.

The
following is a summary of future minimum payments on related party convertible notes payable as of August 31, 2013:



|Fiscal Year Ending August 31, | Related Conv. Notes Payable
|----------------------------- | ---------------------------
|2014                          | $235,025                   





RELATED
PARTY NOTES PAYABLE:



|                                                                                                                       |  | August 31, |        | August 31,
|---------------------------------------------------------------------------------------------------------------------- |  | ---------- | ------ | ----------
|                                                                                                                       |  | 2013       |        | 2012      
|6.0% note due November 2013 (1)                                                                                        |  | $          | 4,600  |           
|6.0% line of credit (2)                                                                                                |  |            | 51,600 |           
|                                                                                                                       |  |            |        |           
|                                                                                                                       |  |            |        |           
|Outstanding unsecured related party notes payable                                                                      |  | $          | 56,200 |           
|                                                                                                                       |  |            |        |           
|(1)  Note payable to current CEO.                                                                                      |  |            |        |           
|(2)  Note payable to current CEO payable from subsidiary, Dotolo Research Corporation.  No stated interest or due date |  |            |        |           





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

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

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

On
March 8, 2013, the Company issued a 60-Day promissory note to Anthony Silverman, its former President and CEO, in the principal
amount of $2,686. The note bore an interest rate of 6% and the due date has been extended to August 31, 2013. This note was paid
off on August 16, 2013 together with accrued interest of $71.

On
April 26, 2013, the Company issued a 10-Day promissory note to Wayne Erwin, its President and CEO, in the principal amount of
$10,675. During the 4th quarter of fiscal 2013, the Company repaid $6,075 of principal on this note. The note bears
an interest rate of 6% and the due date has been extended to November 30, 2013. As of August 31, 2013, the Company has accrued
interest of $223.

During
the last 18 months, Wayne Erwin, our President and CEO, has advanced a total of $51,600 directly to Dotolo in an open advance
account. To date we have accrued $3,053 in interest. There is no specific due date on this note.



F-17







ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





The
following is a summary of future minimum payments on related party notes payable as of August 31, 2013:





|Fiscal Year Ending August 31, | Related Conv. Notes Payable
|----------------------------- | ---------------------------
|2014                          | $56,200                    







OTHER
NOTES PAYABLE:



|                                    |                    |  |                        |           |                        |         | August 31, |  | August 31,
|----------------------------------- | ------------------ |  | ---------------------- | --------- | ---------------------- | ------- | ---------- |  | ----------
|                                    |                    |  |                        |           |                        |         | 2013       |  | 2012      
|12% note payable due May 2014       | $        15,000.00 |  | $                    -
|Note payable                        |                    |  |                        | 60,600.00 |                        |        
|Time payment lease due January 2014 | 3,311.00           |  |                       
|Note payable - fee reimbursement    | 59,583.00          |  |                       
|18% note payable due January 2015   | 30,000.00          |  |                       
|18% note payable due January 2015   | 20,000.00          |  |                       
|18% note payable due January 2015   | 100,000.00         |  |                       
|6% note payable due August 2015     | 111,500.00         |  |                       
|6% note payable due October 2017    | 550,000.00         |  |                       
|                                    |                    |  |                        |           |                        |         |            |  |           
|                                    |                    |  |                        |           |                        |         |            |  |           
|                                    | Subtotal           |  |                        |           |                        | 949,994 |            | 
|                                    |                    |  |                        |           |                        |         |            |  |           
|Less:  Current portion              |                    |  | (138,494)              |           | -                     
|                                    |                    |  |                        |           |                        |         |            |  |           
|Long-term portion                   |                    |  | $           811,500    |           | $                    -

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

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

During
April 2012, our subsidiary Dotolo, entered into a financing agreement to provide up to $150,000 in funding for the subsidiary.
The financing agreement was due in January 2013. After repayments, we currently owe $60,600 which is currently in default. We
are currently in final negotiations with the lender on repayment.

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

On
August 1, 2013, in connection with our acquisition of Angels of Mercy, Inc. we entered into a promissory note to pay $65,000 of
broker’s fees incurred in the acquisition. Monthly payments of $5,417 are due and payable beginning on August 15, 2013.
This note bears no interest.

On
February 27, 2013 our subsidiary Dotolo, entered into a note payable agreement to provide funding to its subsidiary in the principal
amount of $30,000. The note bears interest at 18% payable monthly on the 15th and is due in full in January 2015.

On
March 17, 2013 our subsidiary Dotolo, entered into a note payable agreement to provide funding to its subsidiary in the principal
amount of $20,000. The note bears interest at 18% payable monthly on the 15th and is due in full in January 2015.



F-18









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



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

On
July 26, 2013 the Company issued a 18 month promissory note in the principal amount of $100,000. These funds were used for the
cash down payment for the Angels acquisition. The note bears interest at 18% and requires monthly interest payments of $1,200
beginning on September 26, 2013. A final balloon payment of principal and interest in the amount of $107,800 is due on January
26, 2015.

On
August 1, 2011 our subsidiary Dotolo, entered into a note payable agreement to provide funding to its subsidiary in the principal
amount of $111,500. The note bears interest at 6% and matures on August 31, 2015. As of August 31, 2013 the Company has accrued
interest of 12,586.

On
August 1, 2013, in connection with our acquisition of Angels of Mercy, Inc. we entered into a promissory note to pay $550,000
for the purchase of Angels of Mercy, Inc. Monthly payments of $9,115 are due and payable beginning on November 1, 2013 with a
final balloon payment of $205,705 due on October 1, 2017. This note bears interest at a rate of 6%.

The
following is a summary of future minimum payments on r notes payable as of August 31, 2013:





|Fiscal Year Ending August 31, | Related Conv. Notes Payable
|----------------------------- | ---------------------------
|2014                          | $203,596                   
|2015                          | $344,032                   
|2016                          | $87,623                    
|2017                          | $314,743                   





F-19









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
8 - STOCKHOLDERS' EQUITY

PREFERRED
STOCK:

Series
A Convertible Preferred Stock.

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

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

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

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



| |                              |  |  |  | Preferred   |  |  |  | Number of     |  |  |   |             |  |  |   | Weighted Avg.  | 
| | ---------------------------- |  |  |  | ----------- |  |  |  | ------------- |  |  | - | ----------- |  |  | - | -------------- | 
| |                              |  |  |  | Shares      |  |  |  | Common Shares |  |  |   | Proceeds if |  |  |   | Per Common Sh. | 
| |                              |  |  |  | Outstanding |  |  |  | Convertible   |  |  |   | Converted   |  |  |   | Exercise Price | 
| | Outstanding, August 31, 2011 |  |  |  | 129,062     |  |  |  | 64,531        |  |  | $ | 25,812      |  |  | $ | 0.40           | 
| |                              |  |  |  |             |  |  |  |               |  |  |   |             |  |  |   |                | 
| | Expired/Retired              |  |  |  | —           |  |  |  | —             |  |  |   | —           |  |  | $ | —              | 
| | Converted                    |  |  |  | —           |  |  |  | —             |  |  |   | —           |  |  | $ | 0.40           | 
| | Issued                       |  |  |  | —           |  |  |  | —             |  |  |   | —           |  |  | $ | —              | 
| | Outstanding, August 31, 2012 |  |  |  | 129,062     |  |  |  | 64,531        |  |  | $ | 25,812      |  |  | $ | 0.40           | 
| |                              |  |  |  |             |  |  |  |               |  |  |   |             |  |  |   |                | 
| | Expired/Retired              |  |  |  | —           |  |  |  | —             |  |  |   | —           |  |  | $ | 0.40           | 
| | Converted                    |  |  |  | —           |  |  |  | —             |  |  |   | —           |  |  | $ | —              | 
| | Issued                       |  |  |  | —           |  |  |  | —             |  |  |   | —           |  |  | $ | —              | 
| | Outstanding, August 31, 2013 |  |  |  | 129,062     |  |  |  | 64,531        |  |  | $ | 25,812      |  |  | $ | 0.40           | 





F-20









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



Series
D Convertible Preferred Stock

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



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

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

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

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

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



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

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



|                             |  | Preferred   | Number of     |                        |  | Weighted Avg.            
|---------------------------- |  | ----------- | ------------- | ---------------------- |  | -------------------------
|                             |  | Shares      | Common Shares | Proceeds if            |  | Per Common Sh.           
|                             |  | Outstanding | Convertible   | Converted              |  | Exercise Price           
|Outstanding, August 31, 2011 |  | -           | -             | $                    - |  | $                       -
|                             |  |             |               |                        |  |                          
|Expired/Retired              |  | -           | -             | -                      |  | $                       -
|Converted                    |  | -           | -             | -                      |  | $                       -
|Issued                       |  | -           | -             | -                      |  | $                       -
|Outstanding, August 31, 2012 |  | -           | -             | $                    - |  | $                       -
|                             |  |             |               |                        |  |                          
|Expired/Retired              |  | -           | -             | -                      |  | $                       -
|Converted                    |  | -           | -             | -                      |  | $                       -
|Issued                       |  | 58,564      | 58,564,000    | -                      |  | $                 80.25  
|Outstanding, August 31, 2013 |  | 58,564      | 58,564,000    | $                    - |  | $                 80.25  





ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





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



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





SUBSCRIBED
COMMON STOCK:

As
of August 31, 2013 and August 31, 2012, there were no shares of subscribed stock issuable.



F-21









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



COMMON
STOCK:

Below
are recent sales of unregistered securities:



|Date
    of Sale     | Proceeds
    from Sale | Further
    Description and Remarks                                                                                                                                                                                    
|-------------------- | ---------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|October
    19, 2011 | $25,000                | On
    October 19, 2011, the Company sold 625,000 shares of common stock to a non-related accredited investor at $0.04 per share.                                                                                      
|January
    26, 2012 | $40,000                | On
    January 26, 2012, the Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.04 per share.                                                                                    
|April
    26, 2012   | $10,000                | On
    April 26, 2012, the Company sold 250,000 shares of common stock to a non-related accredited investor at $0.04 per share.                                                                                        
|October
    15, 2012 | $20,000                | On
    October 15, 2012, the Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.02 per share.                                                                                    
|January
    6, 2013  | $20,000                | On
    January 6, 2013, the Company sold 2,000,000 shares of common stock to three non-related accredited investors at $0.01 per
    share.                                                                            
|February
    8, 2013 | $0                     | On
    February 8, 2013, Anthony Silverman, our former president and CEO, converted a promissory note in the amount of $10,242 in
    principal and interest into 1,024,164 shares of common stock  at $0.01 per share.
|June
    17,2013     | $10,000                | On
    June 17, 2013, the Company sold 2,000,000 shares of common stock to an affiliated accredited investors at $0.005 per share.                                                                                     
|July
    17, 2013    | $20,000                | On
    July 17, 2013, the Company sold 4,000,000 shares of common stock to an affiliated accredited investors at $0.005 per share.                                                                                     
|August
    8, 2013   | 36,000                 | On
    August 8, 2013, the Company sold 6,000,000 shares of common stock to an affiliated accredited investors at $0.006 per share.                                                                                    



NON-CONTROLLING
INTEREST

On
February 27, 2009, in connection with the Technology Agreement we entered into with Institut für Umwelttechnologien GmbH,
a German Company (“IUT”) whereunder the parties have agreed that the Company’s marketing rights have been transferred
to its subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary. As of February 27,
2009, the value of the non-controlling interest was $212. It was determined at August 31, 2010 the value of the investment in
IUTM was impaired. Accordingly, we recorded an impairment loss in the amount of $3,186 for the year ended August 31, 2010. As
of August 31, 2013, $3,701 cumulative net loss was attributable to the non-controlling interest.



F-22









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



WARRANTS:

The
following table summarizes warrant activity in fiscal 2013 and 2012:



|                             |  |           |  | Weighted Avg. 
|---------------------------- |  | --------- |  | --------------
|                             |  | Number    |  | Exercise Price
|Outstanding, August 31, 2011 |  | -         |  | -             
|Expired/Retired              |  | -         |  | -             
|Exercised                    |  | -         |  | -             
|Issued                       |  | -         |  | -             
|Outstanding, August 31, 2012 |  | -         |  | -             
|                             |  |           |  |               
|Expired/Retired              |  | -         |  | -             
|Exercised                    |  | -         |  | -             
|Issued                       |  | 7,000,000 |  | 0.012         
|Outstanding, August 31, 2013 |  | 7,000,000 |  | 0.012         

The
fair value of warrants granted is estimated using the Black-Scholes option pricing model. This model utilizes the following factors
to calculate the fair value of options granted: (i) annual dividend yield, (ii) weighted-average expected life, (iii) risk-free
interest rate and (iv) expected volatility. The warrants were expensed and accounted for under ASC 718.

The
fair value for these warrants was estimated as of the date of grant using a Black-Scholes option-pricing model with the following
assumptions:



|                                       |  | Year Ended August 31,
|-------------------------------------- |  | ---------------------
|                                       |  | 2013                 
|Volatility                             |  | 97.2% - 97.9%        
|Risk free rate                         |  |                      
|Expected dividends                     |  |                      
|Expected term (in years)               |  |                      
|                                       |  |                      
|No warrants were issued in Fiscal 2012 |  |                      

Details
relative to the 7,000,000 immediately exercisable outstanding warrants at August 31, 2013 are as follows:



|                              |  |           |           | Weighted |  |               |       |           
|----------------------------- |  | --------- | --------- | -------- |  | ------------- | ----- | ----------
|                              |  |           |           | Average  |  |               |       |           
|Date of                       |  | Number    |           | Exercise |  | Remaining     |       | Expiration
|Grant                         |  | of Shares |           | Price    |  | Exercise Life |       | Date      
|                              |  |           |           |          |  |               |       |           
|Fourth quarter of fiscal 2013 |  |           | 7,000,000 |          |  | $             | 0.012 |           
|                              |  |           |           |          |  |               |       |           
|Outstanding, August 31, 2013  |  |           | 7,000,000 |          |  |               |       |           





ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





STOCK
OPTIONS:

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

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



1997
Stock Incentive Plan

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

2000
Stock Incentive Plan

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

During
the years ended August 31, 2013 and 2012, we granted nil and nil options from the stock incentive plan described above, respectively.
During the years ended August 31, 2013 and 2012, nil and nil options were exercised, respectively. During the years ended August
31, 2013 and 2012, 80,000 and nil options expired, respectively. During the years ended August 31, 2013 and 2012, $0 and $0 was
expensed as stock based compensation, respectively.



F-23









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



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

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



|                                                    |      |                               |                            |                               | Options                    |         | Options    
|--------------------------------------------------- | ---- | ----------------------------- | -------------------------- | ----------------------------- | -------------------------- | ------- | -----------
|                                                    |      |                               |                            |                               | Outstanding                |         | Exercisable
|Number of options                                   |      |                               |                            | 242,085                       |                            | 242,085
|Aggregate intrinsic value of options                |      | $                           - |                            | $                           -
|Weighted average remaining contractual term (years) | 1.29 |                               | 1.29                      
|Weighted average exercise price                     |      |                               | $                     1.12 |                               | $                     1.12





2013
Omnibus Incentive Plan

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



NOTE
9 - COMMITMENTS AND CONTINGENCIES

EMPLOYMENT
AGREEMENTS

On
March 22, 2013, Wayne Erwin, the Company’s Chief Executive Officer, signed a three year employment agreement. The agreement
provides for an annual salary of $120,000 along with a monthly auto allowance and health insurance allowance totaling $1,100.
Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. As of August 31, 2013,
$58,750 was accrued as salary under this agreement.

On
April 1, 2013, Michael Kramarz, the Company’s Chief Financial Officer, signed a three year employment agreement. The agreement
provides for an annual salary of $58,000 along with a monthly auto allowance and health insurance allowance totaling $500. Annual
increases are to be approved by the Company’s Board of Directors or Compensation Committee. As of August 31, 2013, $32,416
was accrued as salary under this agreement.



F-24









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



CONSULTING
CONTRACT

On
September 1, 2012, Michael Kramarz, the Company’s Chief Financial Officer, signed an additional twelve month consulting
agreement. Mr. Kramarz is to perform all his regular duties he had previously performed as Chief Financial Officer including the
preparation of the Company’s financial statements, SEC Filings, maintenance of corporate records, etc. Mr. Kramarz is to
be compensated $70 per hour worked and will turn in weekly time sheets for approval. Mr. Kramarz had previously had consulting
contracts for the period of January 2008 through August 2012. During the year ended August 31, 2013 and 2012, we incurred an expense
of $50,300 and $72,870 respectively, under these agreements. This agreement was replaced by an employment agreement described
below.



NOTE
9 - RELATED PARTY TRANSACTIONS AND CONTINGENCIES:

FINANCING
WITH RELATED PARTIES:

During
fiscal 2012 and 2011, the Company entered into financing agreements with related parties of the Company. Please see Note 7for
further descriptions of these transactions.



NOTE
10 - JOINT VENTURE

Institut
für Umwelttechnologien GmbH (IUT)

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



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

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

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

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



We
have been advised that IUTM is continuing the development of a brachytherapy device generally as described above but based on
proprietary technology not developed by the University of Maryland. During recent discussions with IUTM management, the prior
understandings were reaffirmed. It is now our expectation that we will receive information on at least two potential product lines
under consideration and/or development by IUTM. Upon receipt we plan to determine the extent to which we will be able to market
them and to finance a marketing organization. While our Management is optimistic as to the outcome of those discussions and future
success in financing, it is not possible to predict the probabilities of success with any degree of certainty. It was determined
at August 31, 2010, the value of the investment in IUTM was impaired. Accordingly, we recorded an impairment loss in the amount
of $3,186.

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



F-25









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

On
November 1, 2013, because the development of the brachytherapy device is years off and it cannot be marketed at this time, the
Company’s management and Board of Directors have determined to dispose of Oncologix Corporation its Brachytherapy medical
device subsidiary. With our acquisition of Dotolo we currently have a viable FDA approved medical device requiring minimal capital
investment to bring the Company to cash breakeven. Continued support of Oncologix Corporation would cost the Company millions
with no guarantee of FDA approval. Furthermore, as part of the disposal, the Company will be relieved of over $90,000 in debt.

NOTE
11 - RETIREMENT PLAN

Currently,
the Company does not have a retirement plan in place.

NOTE
12 - INCOME TAXES

As
of August 31, 2013, the Company has federal net operating loss carryforwards totaling approximately $27,800,000 and general business
credit carryforwards of approximately $140,000. As a result of the acquisition of Angels of Mercy, Inc., the general business
credit carryforwards are limited to approximately $9,000 per year due to a Section 383 limitation. Currently there are no state
net operating loss carryforwards. The federal net operating loss carryforwards expire in various amounts beginning in 2004 and
ending in 2033. The Company does not have any current state net operating loss carryforwards. Certain of the Company's net operating
loss carryforwards may be subject to annual restrictions limiting their utilization in accordance with Internal Revenue Code Section
382, which include limitations based on changes in control. Due to our history of losses from operations, we have provided a valuation
allowance for our net operating loss carryforwards and deferred tax assets, net of certain deferred tax liabilities.

ASC
740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination
based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax
position to determine the amount to recognize in the financial statements. As a result of the implementation of ASC 740 –
Income Taxes, the Company performed a review of its material tax positions. At the adoption date of ASC 740, the Company had no
unrecognized tax benefit which would affect the effective tax rate.  As of August 31, 2013 and 2012, the Company had
no accrued interest and penalties related to uncertain tax positions. The Company is primarily subject to U.S. and Louisiana income
taxes. The tax years 2010 to current remain open to examination by U.S. federal and state tax authorities.



F-26









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

(A
DEVELOPMENT STAGE COMPANY)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





A
reconciliation of the beginning and ending accrual for uncertain tax positions is as follows:



|                                            |  |   | For the Year Ended August 31, | 
|------------------------------------------- |  | - | ----------------------------- | 
|                                            |  |   | 2013                          | 
|                                            |  |   |                               | 
|Balance, beginning of year                  |  | $ | —                             | 
|Decreases in tax positions for prior years  |  |   | —                             | 
|Increase in tax positions for prior years   |  |   | —                             | 
|Increases in tax positions for current year |  |   | —                             | 
|Settlements                                 |  |   | —                             | 
|Lapse in statute of limitations             |  |   | —                             | 
|                                            |  |   |                               | 
|Balance, end of year                        |  | $ | —                             | 



The
income tax benefit for the years ended August 31, 2013 and 2012 is comprised of the following amounts:



|                    |  |   | 2012     |   |  |   | 2011     |  
|------------------- |  | - | -------- | - |  | - | -------- | -
|Current:            |  | $ | —        |   |  | $ | —        |  
|                    |  |   |          |   |  |   |          |  
|Deferred:           |  |   |          |   |  |   |          |  
|Federal             |  |   | (296,000 | ) |  |   | (612,000 | )
|State               |  |   | —        |   |  |   | —        |  
|                    |  |   | (296,000 | ) |  |   | (612,000 | )
|Valuation Allowance |  |   | 296,000  |   |  |   | 612,000  |  
|                    |  | $ | —        |   |  | $ | —        |  



The
Company's tax benefit differs from the benefit calculated using the federal statutory income tax rate for the following reasons:



|                              |  |  | 2013  |    |  |  | 2012  |   
|----------------------------- |  |  | ----- | -- |  |  | ----- | --
|Statutory tax rate            |  |  | 35.0  | %  |  |  | 35.0  | % 
|State income taxes            |  |  | —     |    |  |  | —     |   
|Change in valuation allowance |  |  | (35.0 | )% |  |  | (35.0 | )%
|Effective tax rate            |  |  | 0.0   | %  |  |  | 0.0   | % 



The
components of the net deferred tax assets (liabilities) are as follows:



|                                   |  |  | 2013       |   |  |   | 2012        |  
|---------------------------------- |  |  | ---------- | - |  | - | ----------- | -
|Deferred tax assets (liabilities): |  |  |            |   |  |   |             |  
|Property and equipment             |  |  | ($1,000    | ) |  | $ | —           |  
|Intangible assets                  |  |  | —          |   |  |   | —           |  
|General business credits           |  |  | 140,000    |   |  |   | —           |  
|Net operating loss carryforward    |  |  | 9,730,000  |   |  |   | 10,165,000  |  
|                                   |  |  | 9,869,000  |   |  |   | 10,165,000  |  
|Valuation allowance                |  |  | (9,869,000 | ) |  |   | (10,165,000 | )
|                                   |  |  | —          |   |  | $ | —           |  



ASC
740 - Income Taxes, requires a valuation allowance to reduce the deferred tax assets if, based on the weight of the evidence,
it is more likely than not that some or all of the deferred tax assets will not be realized. After consideration of all the evidence,
both positive and negative, management has determined that an $9,869,000 valuation allowance as of August 31, 2013 is necessary
to reduce the net deferred tax assets to the amount that will more likely than not be realized. The decrease in the valuation
allowance for the current year is $296,000.



F-27









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
13 - RECENT ACCOUNTING PRONOUNCEMENTS

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

NEW
ACCOUNTING STANDARD

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

NOTE
14 - STATEMENTS OF CASH FLOWS

During
fiscal 2013 and 2012, the Company recognized investing and financing activities that affected the balance sheet, but did not result
in cash receipts or payments.

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

Amount

|On October 31, 2012, the Company entered into a note payable agreement to finance $10,404 of directors and officer’s insurance premiums.  The note bears interest at a rate of 9.27% per annum and was due in ten monthly installments of $1,085, including principal and interest, beginning on November 30, 2012. |  | $ | 10,404  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------- | 
|                                                                                                                                                                                                                                                                                                                    |  |   |         | 
|On February 8, 2013, the Company recognized a loss on the conversion of a related party convertible note payable in the amount of $10,241.                                                                                                                                                                          |  |   | 10,241  | 
|                                                                                                                                                                                                                                                                                                                    |  |   |         | 
|On May 13, 2013 the Company issued 1,000,000 shares as additional compensation for the issuance of a one year promissory note.  These shares were valued at $8,000, the closing price                                                                                                                               |  |   | 8,000   | 
|                                                                                                                                                                                                                                                                                                                    |  |   |         | 
|On August 1, 2013, the Company issued 1,000,000 four year warrants as additional consideration for the purchase of Angels of Mercy, Inc.  The value of these options, calculated using the Black-Scholes method were included in the purchase price of Angels of Mercy, Inc.                                        |  |   | 22,586  | 
|                                                                                                                                                                                                                                                                                                                    |  |   |         | 
|On August 5, 2013 the Company issued 6,000,000 three year warrants for finder’s fees in connection with funds raised through a stock purchase agreement.  The value of these options calculated using the Black-Scholes method were recorded and interest and finance charges in our financial statements.          |  |   | 137,406 | 
|                                                                                                                                                                                                                                                                                                                    |  |   |         | 
|Total non-cash transactions from investing and financing activities.                                                                                                                                                                                                                                                |  | $ | 188,637 | 



F-28













ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



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

Amount



|On October 6, 2011, the Company converted $25,403 of principal and accrued interest into 635,069 shares of its common stock.  These shares were issued in October 2011.                                                                                                                                           |  | $ | 25,403  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------- | 
|The Company recognized induced conversion expense as a result of reducing the conversion price on non-related party notes converted during the first quarter of fiscal 2012.                                                                                                                                      |  |   | 25,402  | 
|On October 6, 2011, the Company converted $71,128 of principal and accrued interest into 1,778,193 shares of its common stock.  This principal and interest was payable to our CEO, Anthony Silverman, a related party.  The shares were issued in October 2012.                                                  |  |   | 71,128  | 
|                                                                                                                                                                                                                                                                                                                  |  |   |         | 
|The Company recognized a loss on the conversion of related party notes during the first quarter of fiscal 2012.                                                                                                                                                                                                   |  |   | 70,000  | 
|                                                                                                                                                                                                                                                                                                                  |  |   |         | 
|The Company recognized a discount on the $10,000 convertible promissory note issued to a related party on October 7, 2011.  The discount is related to a beneficial conversion feature issued in connection with this note.                                                                                       |  |   | 10,000  | 
|                                                                                                                                                                                                                                                                                                                  |  |   |         | 
|On October 31, 2011, the Company entered into a note payable agreement to finance $8,078 of directors and officer’s insurance premiums.  The note bears interest at a rate of 8.99% per annum and was due in nine monthly installments of $932, including principal and interest, beginning on November 30, 2011. |  |   | 8,078   | 
|                                                                                                                                                                                                                                                                                                                  |  |   |         | 
|On August 24, 2012, the Company converted $45,524 of principal and accrued interest into 2,276,182 shares of its common stock.  This principal and interest was payable to our CEO, Anthony Silverman, a related party.  The shares were issued in August 2012.                                                   |  |   | 45,524  | 
|                                                                                                                                                                                                                                                                                                                  |  |   |         | 
|The Company recognized a loss on the conversion of related party notes during the fourth quarter of fiscal 2012.                                                                                                                                                                                                  |  |   | 22,758  | 
|                                                                                                                                                                                                                                                                                                                  |  |   |         | 
|Total non-cash transactions from investing and financing activities.                                                                                                                                                                                                                                              |  | $ | 278,293 | 



F-29









ONCOLOGIX
TECH, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
15 – INVENTORY

We
have inventory, on hand in the amounts of $31,271 and nil as of August 31, 2013 and August 31, 2012, respectively, as
it relates to our medical device manufacturing segment. We do not maintain any inventory for our personal service care
segment. Due to a lack of operating capital for raw material inventory, we have currently suspended manufacturing of our Toxygen
product. Consequently, inventory is made up of miscellaneous hardware parts.

NOTE
16 - GOODWILL, PATENTS AND OTHER INTANGIBLE ASSETS

We
currently carry our patents and registrations net of amortization. As of August 31, 2013, the Company has a capitalized
cost of patents and registrations in the amount of $122,479 and accumulated amortization of 91,859. Our patents and
registrations are amortized over a 20 year period. Amortization for each of the next 5 fiscal years, assuming no impairment,
will be $6,124 per year.



NOTE
17 - SUBSEQUENT EVENTS

On
September 11, 2013, the Company entered into a two month consulting contract with an unrelated party to provide investor relations
services. The company issued 1,000,000 shares of its common stock from its 2013 Omnibus Incentive Plan as payment for these services.

On
September 16, 2013, the Company obtained a merchant loan in the amount of $80,000. The merchant loan bears interest at a rate
of 15% and calls for 130 daily payments of $861. Out of the net proceeds, the company also paid $20,000 in broker fees.

On
October 1, 2013, the Company borrowed 10,000 in principal from an unrelated investor. The note is due January 2, 2014 and bears
interest at 22%. Monthly interest payments of $183.33 are due on the first of each month beginning on November 1, 2013 with the
final payment of principal and interest due on January 2, 2014.

On
October 1, 2013, the Board of Directors amended Michael Kramarz’s employment to increase his annual salary to $80,000 per
annum.

On
October 2, 2013, the Company entered into a securities transfer agreement with an accredited investor as well as a current convertible
note holder. The agreement called for the accredited investor to purchase $25,000 of the current convertible note holder note.
The Company issued to the accredited investor a convertible promissory note bearing interest at 8% and convertible into shares
of the Company’s common stock using a three-day average of the lowest closing bid prices for the twenty trading days immediately
preceding the conversion date. On October 3, 2013, the Company issued 4,000,000 shares as partial conversion of the $25,000 note.
In addition, the Company entered into a one year convertible promissory note in principal amount of $25,000. The note bears interest
at 8% per annum and contains the same conversion terms as the previously stated note. The note may not be converted prior to December
31, 2013.

On
November 1, 2013, the Company entered into a Settlement Agreement with its former legal counsel. The current balance owed to prior
counsel is $145,523. Pursuant to the settlement agreement, the Company agreed to pay $50,000 in the form of a one year promissory
note and transfer its 90% ownership interest and all marketing rights of Oncologix Corporation, one of its subsidiaries as full
settlement of the current balance owed. The promissory note bears interest of 4% and requires monthly payment of $4,257 beginning
on December 1, 2013.

On
November 5, 2013 and November 8, 2013, the Company entered into two one year promissory notes with accredited investors to borrow
a total principal amount of $20,000. Each promissory note is $10,000 in principal balance, bears interest at 18% and requires
monthly interest payments of $150 each. The company also issued 3,000,000 in cashless warrants as finder’s fees for these
funds.

On
December 3, 2013, the Company entered into an eighteen month promissory note with an accredited investor to borrow a total
principal amount of $75,000. The note bears interest of 18% per annum and calls for monthly payments of principal
and interest of $4,785.44 beginning on January 15, 2014. The Company also issued as additional finders’ fees to the
investor, 3,500,000 shares of common stock and 1,000,000 cashless warrants with an exercise price of $.025.

On
December 10, 2013, the Company acquired the assets of Amian Health Services., a leader in Personal Care Attendant
(PCA) healthcare services industry for Veterans and Private Pay clients located in Louisiana. Operating in the same regions
as AOM, we plan on merging these activities with AOM thereby gaining synchronicities. We paid $75,000 down and issued a note
for $25,000 to be paid over one year.





F-30









Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item
9A. Controls and Procedures

Evaluation
of Disclosure Controls and Procedures

Under
the supervision and with the participation of our management, including our principal executive officer and principal financial
officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e)
and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of August 31, 2013. Based
on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure
controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed
or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to
ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is
accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure, except for the lack of segregation
of accounting duties as a result of limited personnel resources.

Lack
of Segregation of Duties

Management
is aware that there is a lack of segregation of accounting duties as a result of limited personnel. However, at this time management
has decided that considering the abilities of the personnel now involved and the control procedures in place, the risks associated
with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify
the substantial expenses associated with such increases. Management will periodically reevaluate this situation.

Lack
of Functioning Audit Committee

We
have a lack of a functioning Audit Committee as we only have one independent director is not considered a Financial Expert within
the meaning of Section 407 of the Sarbanes-Oxley Act. Currently, our Board of Directors acts as the Audit Committee.

Management’s
Report on Internal Control over Financial Reporting

Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined
in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed
by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers,
or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the United States of America.

The
Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s
assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.

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



27









Oncologix’s
CEO and CFO conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in “Internal Control — Integrated Framework,”
issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based upon this assessment, we concluded
that Oncologix did not maintain effective internal control over financial reporting as of August 31, 2013. The material weaknesses
are as follows:

|· |  | Oncologix
                                         lacks the necessary corporate accounting resources to maintain adequate segregation of
                                         duties.  We currently rely heavily on our only employee, our principal financial
                                         officer, for almost every key financial duty and he has access to all of the Company’s
                                         financial information.  Such a lack of segregation of duties is typical in
                                         a company with limited resources.  Although the Company’s CEO and Board
                                         of Directors review the financial statements and would most likely discover any misappropriation
                                         of funds, this cannot be assured by the existing system.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | In
                                         addition, we have a lack of a functioning Audit Committee as we only have one independent
                                         director is not considered a Financial Expert within the meaning of Section 407 of the
                                         Sarbanes-Oxley Act. Currently, our Board of Directors acts as the Audit Committee.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This
annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding
internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report
in this annual report.

Implemented
or Planned Remedial Actions in response to the Material Weaknesses

In
response to the material weaknesses discussed above, we have implemented or plan to implement the following measures:

Our
management believes the weaknesses identified above have not had a material effect on our financial results. Our present management
will continue to address our need for additional financial personnel and other independent members for our Board of Directors
and identify an “expert” for the Audit Committee to advise other members as to accounting and reporting procedures.

We
have written internal control policies in place to address the inadequate segregation of duties including a complete review of
all cash receipts and cash disbursements by our principal executive officer on a monthly basis.

We
will continue to strive to correct the above noted weaknesses in internal control once we have adequate funds to do so. When funds
become are available, we will be able to hire additional financial personnel. Appointing additional independent members to our
Board and finding of a financial expert to serve on our Audit Committee will improve the overall performance of Company’s
controls over our financial reporting. With the addition of other Board Members and staff, the segregation of duties issue will
be addressed and will no longer be a concern to management. We will continue to update our written policy manual outlining our
control procedures.

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

Changes
in Internal Control Over Financial Reporting

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

The
Company’s management, including the chief executive officer and principal financial officer, do not expect that its disclosure
controls or internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design
of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or
mistake.

Item
9B. Other Information

None



28







PART
III



Item
10. Directors, Executive Officers and Corporate Governance

The
following table sets forth our directors, and executive officers, their ages and all offices and positions held. Directors are
elected and serve thereafter until their successors are duly elected by the stockholders. Officers and other employees serve at
the will of the Board of Directors. The information is presented as of November 1, 2012:



|Name                | Age | Position
    held with Company                     
|------------------- | --- | ---------------------------------------------------
|Roy Wayne
    Erwin | 55  | Chief Executive
    Officer, President and Director
|Michael Kramarz     | 44  | Chief Financial
    Officer, Secretary             
|Barry Griffith      | 45  | Director                                           
|Victoria
    Hart   | 59  | President
    of Angels of Mercy, Inc. Subsidiary. 



Wayne
Erwin- 55, is the Chairman/CEO of Oncologix Tech Inc. Mr. Erwin is the sole shareholder of Clearview Medical, LLC and is the
CEO of Dotolo Research Corporation, the subsidiary of OCLG, located in Phoenix. Since 2010, Wayne Erwin is the Chief Executive
Officer of Deep South Capital, LLC. From 2007 to 2010, Mr. Erwin was the co-founder and Chief Operations Officer of Electronic
Health Network, a leader in Healthcare Medical Information Technology. From 2007 to 2004 he was the Chief Operating Officer and
Director of New Business Development at Crossroads Regional Hospital, a 68 bed, acute care, in-patient and outpatient psychiatric
and Substance Abuse Facility. From 1995 to 2004, Mr. Erwin was the Regional Director of Sales for Centerpulse Orthopedics, Inc,
a Division of Sulzer Corporation, a $ 3.0 billion Swiss conglomerate specializing in orthopedic total joint reconstruction of
hip, knees and shoulder products. Prior to 1995, Mr. Erwin was employed by Valley Lab, Inc., Ball Aerospace and Texas Instruments
in various senior management capacities. He served in the US Army, with rank of Captain, at the 101st Airborne Division, with
overseas assignments in Panama and Honduras and has advanced military training in Air Borne, Air Assault, and Jungle Warfare training.
Wayne graduated with a Bachelor of Science from Louisiana College- Pineville, Louisiana.

Michael
A. Kramarz – 44, has served as Chief Financial Officer of the Company since July 15, 2004. Mr. Kramarz was first employed
by the Company in September 2002, as its Controller. Mr. Kramarz is responsible for all financial statement, accounting, SEC compliance,
payroll and tax functions. From 1995 to 2002, Mr. Kramarz was employed as Accounting Manager for Assurant Group, where he was
responsible for the accounting and payroll functions for two inbound call centers. In addition, Mr. Kramarz was responsible for
quarterly consolidations into the parent company. From 1992 to 1995, Mr. Kramarz was a staff accountant at VandenToorn & Associates
CPA firm where his was responsible for compilations and reviews of financial statements, as well as tax return preparation. Mr.
Kramarz holds a Certified Management Accountant Designation (CMA) and a Certified Public Accountant Designation (CPA). Mr. Kramarz
holds a Bachelor of Science and Business Administration in Accounting from Aquinas College and a Masters in the Science of Taxation
from Grand Valley State University.

Vickie
G. Hart – 59-is the President of Angels of Mercy and brings over 35 years of senior management and healthcare services
experience. Since 2011 through 2013, she was the Owner and President of Triple E Healthcare Services, a healthcare services consulting
firm located in Alexandria, Louisiana. From 1992 through 2010, Ms. Hart was an Assistant Principal and teacher in Elementary and
Secondary education for the Rapides Parish School Systems. Ms. Hart is active in civic and charitable organizations, recently
served on the D.A.R.E. Board of Directors, Central Louisiana Lions Club, and the local United Way. Vickie Hart holds a Bachelor
of Science Degree from Louisiana State University and a Master Degree in Management from Northwestern State University, Natchitoches,
Louisiana.



Barry
Griffith – 45, has been a director of the company since December of 2004. Mr. Griffith brings 20 years of early stage
and upstart medical device company experience to Oncologix. Mr. Griffith has been involved in the introduction of novel medical
devices in the Orthopedic, Vascular, Neurological and Cancer markets for companies such as Mitek, Schneider, Novoste and Medtronic.
His present position is founder and principal of The Bench which is and executive search firm within the medical device industry
based out of Newport Beach Ca. Prior to that, he was Director of Sales with Cardiovascular Systems, Inc., Director of Sales for
Calypso Medical Technologies and held the Western Area Director roles with Novoste and Isoray.



29







Compliance
with Section 16(a) of the Exchange Act

Directors,
executive officers and holders of more than 10% of our outstanding common stock are required to comply with Section 16(a) of the
Securities Exchange Act of 1934, which requires generally that such persons file reports regarding ownership of transactions in
securities of the Company on Forms 3, 4, and 5. Based solely on its review of such forms received by it, or written representations
from certain reporting persons, the Company believes that all Section 16(a) filing requirements applicable to its officers and
directors were complied with during the fiscal year ended August 31, 2013.

Code
of Ethics

Our
Board of Directors has adopted a code of ethics that applies to our principal executive officer, principal financial officer and
to other persons performing similar functions. The code of ethics is designed to deter wrongdoing and to promote honest and ethical
conduct, full, fair, accurate, timely and understandable disclosure, compliance with applicable laws, rules and regulations, prompt
internal reporting of violations of the code and accountability for adherence to the code. We will provide a copy of our code
of ethics, without charge, to any person upon receipt of written request for such delivered to our corporate headquarters. All
such requests should be send to Oncologix Tech, Inc., P.O. Box 8832, Grand Rapids, MI 49518-8832.



Item
11. Executive Compensation

The
following table summarizes all compensation paid for services rendered to Oncologix for the fiscal years ended August 31, 2013
and 2012 by our Principal Executive Officer and our two most highly compensated executive officers other than our principal executive
officer. None of the Company's other employees received compensation in excess of $100,000 during the last completed fiscal year.





|SUMMARY COMPENSATION TABLE 
|---------------------------
|                           
|Name and Principal         
|Position                   
|                           
|Roy Wayne Erwin            
|Chief Executive Officer (1)
|                           
|Michael A. Kramarz         
|Chief Financial Officer (2)







|(1) |  | On
                                         March 22, 2013, Wayne Erwin, was elected the Company’s Chief Executive Officer,
                                         signed a three year employment agreement. The agreement provides for an annual salary
                                         of $120,000 along with a monthly auto allowance and health insurance allowance totaling
                                         $1,100. Annual increases are to be approved by the Company’s Board of Directors
                                         or Compensation Committee. As of August 31, 2013, $58,750 was accrued as salary under
                                         this agreement.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Mr.
                                         Kramarz was hired by Oncologix as our Controller on September 16, 2002. Mr. Kramarz was
                                         appointed Chief Financial Officer on July 15, 2004. Mr. Kramarz salary was set at $76,000
                                         annually on June 25, 2007. From January 1, 2008 to March 31, 2013, Mr. Kramarz has been
                                         serving as Chief Financial Officer and was being compensated on a consulting basis. On
                                         April 1, 2013, Mr. Kramarz signed a three year employment agreement. The agreement provides
                                         for an annual salary of $58,000 along with a monthly auto allowance and health insurance
                                         allowance totaling $500.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



30







EMPLOYMENT
AGREEMENTS

On
March 22, 2013, Wayne Erwin, the Company’s Chief Executive Officer, signed a three year employment agreement. The agreement
provides for an annual salary of $120,000 along with a monthly auto allowance and health insurance allowance totaling $1,100.
Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. As of August 31, 2013,
$58,750 was accrued as salary under this agreement.

On
April 1, 2013, Michael Kramarz, the Company’s Chief Financial Officer, signed a three year employment agreement. The agreement
provides for an annual salary of $58,000 along with a monthly auto allowance and health insurance allowance totaling $500. Annual
increases are to be approved by the Company’s Board of Directors or Compensation Committee. As of August 31, 2013, 32,416
was accrued as salary under this agreement.



|OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
|--------------------------------------------
|                                            
|                                            
|Name and Principal                          
|Position                                    
|                                            
|Michael A. Kramarz                          
|Chief Financial Officer                     



Options
Grants

No
options were granted to any members of our Board of Directors during fiscal 2013 or fiscal 2012.

Option
Exercise

There
were no other options exercised by the Named Executive Officers and the Company did not amend or adjust the exercise price of
any stock options during fiscal 2013 or 2012.



31













|DIRECTOR COMPENSATION
|---------------------
|                     
|Name and Principal   
|Position             
|                     
|Roy Wayne Erwin      
|                     
|Barry Griffith       



All
directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with attendance of board meetings
and advising and consulting with the officers and management from time to time. In addition, each director receives options to
purchase 20,000 shares of common stock upon election to the board and annual grants of 10,000 options for each year of service
thereafter. The board of directors elected to waive the annual options due for fiscal years 2012, 2011 and 2010. The options vest
one year from the date of the grant and terminate upon the earlier of 10 years from the date of grant or six months after the
director ceases to be a member of the Board.

Since
suspension of its research operations at Oncologix Corporation on December 31, 2007, no compensation has been paid to any members
of the Company’s Board of Directors.



Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The
following table sets forth as of November 8, 2013, certain information with regard to the beneficial ownership of our common stock
held by (i) each shareholder known by us to beneficially own 5% or more of our outstanding common stock, (ii) each director individually,
(iii) the named executive officers and (iv) all of our officers and directors as a group:



|                   | Name
    and Address                 | Amount
    and Nature       |     | Percent            
|------------------ | ------------------------------------ | --------------------------- | --- | -------------------
|Title
    of Class | of
    Beneficial Owner (2)          | of
    Beneficial Owner (1) |     | of
    Class (1)(3)
|                   |                                      |                             |     |                    
|Common Stock       | Roy Wayne Erwin                      | 56,064,000                  | (4) | 40.88%             
|                   |                                      |                             |     |                    
|Common Stock       | Michael Kramarz                      | 12,750                      | (5) | 0.02%              
|                   |                                      |                             |     |                    
|Common Stock       | Barry Griffith                       | 225,000                     | (6) | 0.28%              
|                   |                                      |                             |     |                    
|Common Stock       | Anthony Silverman                    | 6,222,395                   | (7) | 7.67%              
|                   | 7625 E Via Del Reposo                |                             |     |                    
|                   | Scottsdale, AZ  85028                |                             |     |                    
|                   |                                      |                             |     |                    
|Common Stock       | Donald Schreifels                    | 26,318,570                  | (8) | 29.71%             
|                   | 6900 Wedgewood Drive, #340           |                             |     |                    
|                   | Minneapolis, MN  55311               |                             |     |                    
|                   |                                      |                             |     |                    
|Common Stock       | All directors and executive officers | 56,301,750                  |     | 41.04%             
|                   | as a group                           |                             |     |                    



32







Less
than 1%

|(1) |  | Unless
                                         otherwise noted, the address of each holder is P.O. Box 8832, Grand Rapids, MI 49518-8832.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | A
                                         person is deemed to be the beneficial owner of securities that can be acquired within
                                         60 days from November 8, 2013 through the exercise of any option, warrant or other right.
                                         Shares of Common Stock subject to options, warrants or rights which are currently exercisable
                                         or exercisable within 60 days are deemed outstanding solely for computing the percentage
                                         of the person holding such options, warrants or rights, but are not deemed outstanding
                                         for computing the percentage of any other person.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | The
                                         amounts and percentages in the table are based upon 81,087,422 shares of Common Stock
                                         outstanding as of November 8, 2013.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Includes
                                         56,064 shares of Series D Convertible Preferred Stock, each share convertible into 1,000
                                         shares of the Company’s common stock.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Includes
                                         12,750 shares subject to vested options.
|--- |  | ------------------------------------------------------------------------------------------

|(6) |  | Includes
                                         25,000 shares subject to vested options, direct ownership of 200,000 shares of stock
                                         underlying units held.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Includes
                                         3,500 shares subject to vested options, direct ownership of 6,218,895 shares
|--- |  | ------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Includes
                                         direct ownership of 18,818,750 shares of common stock and direct ownership of 7,500,000
                                         three-year warrants to purchase common stock.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Item
13. Certain Relationships and Related Transactions, and Director Independence

On
October 6, 2011, the Company issued a convertible promissory note in principal amount of $70,000 to its President, Anthony Silverman,
who is also a member of the Board of Directors. This note was issued as payment in full of the principal and accrued interest
of three outstanding promissory notes in that aggregate amount. The newly issued convertible promissory note bore interest at
6% per annum and was convertible into the Company's common stock at $0.04 per share. On the same date, Mr. Silverman elected to
convert this note plus accrued interest of $1,128 into 1,778,193 shares of the Company’s Common Stock. The company recognized
a $70,000 loss upon the conversion of this note.

On
October 7, 2011, the Company issued a 90-day convertible promissory note in the principal amount of $10,000 to our President,
Anthony Silverman, who is also a member of the Board of Directors. This note, which was issued for operating capital, bore interest
at 6% per annum and was convertible into the Company’s common stock at $0.04 per share. The Company recognized a $10,000
beneficial conversion feature upon the issuance of this note. During the fiscal year ended August 31, 2012, $10,000 was expensed
as interest and finance charges as a result of amortizing the discount from the beneficial conversion feature. This note was extended
90 days to April 4, 2012. On January 26, 2012 this note was paid off together with accrued interest of $182.

On
December 26, 2011, the Company issued a 90-day convertible promissory note in the principal amount of $10,000 to our President,
Anthony Silverman, who is also a member of the Board of Directors. This note, which was issued for operating capital, bore interest
at 6% per annum and was convertible into the Company’s common stock at $0.04 per share. The Company did not recognized any
beneficial conversion feature upon the issuance of this note. This note was extended 90 days to April 4, 2012. On January 26,
2012 this note was paid off together with accrued interest of $51.

On
March 26, 2012, the Company issued a 60-Day promissory note to Anthony Silverman, its President and CEO, in the principal amount
of $10,000. The note bore interest rate of 6%. This note was extended to August 23, 2012. This note was paid off with the issuance
of a $45,000 convertible promissory note to Mr. Silverman.

On
May 26, 2012, the Company issued a 90-Day promissory note to Anthony Silverman, its President and CEO, in the principal amount
of $10,000. The note bore interest rate of 6%. This note was paid off with the issuance of a $45,000 convertible promissory note
to Mr. Silverman.

On
June 30, 2012, the Company issued a 60-Day promissory note to Anthony Silverman, its President and CEO, in the principal amount
of $5,000. The note bore interest at a rate of 6%. This note was paid off with the issuance of a $45,000 convertible promissory
note to Mr. Silverman.

On
July 16, 2012, the Company issued a 60-Day promissory note to Anthony Silverman, its President and CEO, in the principal amount
of $10,000. The note bore interest at a rate of 6%. This note was paid off with the issuance of a $45,000 convertible promissory
note to Mr. Silverman.

On
August 13, 2012, the Company issued a 60-Day promissory note to Anthony Silverman, its President and CEO, in the principal amount
of $10,000. The note bore interest at a rate of 6%. This note was paid off with the issuance of a $45,000 convertible promissory
note to Mr. Silverman.

On
August 23, 2012, the Company issued a convertible promissory note in principal amount of $45,000 to its President, Anthony Silverman,
who is also a member of the Board of Directors. This note was issued as payment in full of the principal and accrued interest
of three outstanding promissory notes in that aggregate amount. The newly issued convertible promissory note bore interest at
6% per annum and was convertible into the Company's common stock at $0.04 per share. On August 24, 2012, Mr. Silverman elected
to convert this note plus accrued interest of $524 into 2,276,182 shares of the Company’s Common Stock. The company recognized
a $22,758 loss upon the conversion of this note.



33







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

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

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

On
March 8, 2013, the Company issued a 60-Day promissory note to Anthony Silverman, its former President and CEO, in the principal
amount of $2,686. The note bore interest rate of 6% and the due date has been extended to August 31, 2013. This note was paid
off on August 16, 2013 together with accrued interest of $71.

On
April 26, 2013, the Company issued a 10-Day promissory note to Wayne Erwin, its President and CEO, in the principal amount of
$10,675. During the 4th quarter of fiscal 2013, the Company repaid $6,075 of principal on this note. The note bears
an interest rate of 6% and the due date has been extended to November 30, 2013. As of August 31, 2013, the Company has accrued
interest of $223.

During
the last 18 months, Wayne Erwin, our President and CEO, has advanced a total of $51,600 directly to Dotolo in an open advance
account. To date we have accrued $3,053 in interest. There is no specific due date on this note.



Director
Independence

The
board has determined that one of the current directors would qualify as independent director as that term is defined in the listing
standards of the NYSE Amex. Such independence definition includes a series of objective tests, including that the director is
not an employee of the company and has not engaged in various types of business dealings with the company.



Item
14. Principal Accountant Fees and Services

The
following table sets forth approximate fees billed to us by our auditors during the fiscal years ended August 31, 2013 and 2012
for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements;
(ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements
and that are not reported as Audit Fees; (iii) services rendered in connection with tax compliance, tax advice and tax planning;
and (iv) all other fees for services rendered.



|                           |  |   | August 31, 2013 |  |  |   | August 31, 2012 | 
|-------------------------- |  | - | --------------- |  |  | - | --------------- | 
|                           |  |   |                 |  |  |   |                 | 
|(i)     Audit Fees         |  | $ | 14,046          |  |  | $ | 13,046          | 
|(ii)    Audit Related Fees |  | $ | —               |  |  | $ | —               | 
|(iii)   Tax Fees           |  | $ | —               |  |  | $ | —               | 
|(iv)   All Other Fees      |  | $ | —               |  |  | $ | —               | 





34







PART
IV



Item
15. Exhibits, Financial Statement Schedules



|(a)(1) |  | The
                                         financial statements listed in the index set forth in Item 7 of this Form 10-K is filed
                                         as part of this report.
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(a)(2) |  | Exhibits
|------ |  | --------



|Number | Description
    of Filing                                                                                                                                                                              | Method
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------
|2.1    | Agreement
    of Merger and Plan of Reorganization between BestNet Communications Corp, Oncologix Corporation and JDA Medical Technologies,
    Inc.                                                   | (9)   
|3.1    | Articles
    of Incorporation, as originally filed with the Nevada Secretary of State on February 19, 1998, and as amended to date                                                                     | (1)   
|3.3    | Certificate
    of Amendment to Articles of Incorporation, as originally filed with the Nevada Secretary of State.                                                                                     | (6)   
|3.4    | Amended
    Certificate of Designations, Rights, Preferences and Limitations of Series A Convertible Preferred Stock, as originally filed
    with the Nevada Secretary of State on November 19, 2003. | (6)   
|3.5    | Amended
    Certificate of Designations, Rights, Preferences and Limitations of Series B Convertible Preferred Stock, as originally filed
    with the Nevada Secretary of State on November 19, 2003. | (6)   
|3.6    | Amended
    Certificate of Designations, Rights, Preferences and Limitations of Series C Convertible Preferred Stock, as originally filed
    with the Nevada Secretary of State on November 19, 2003. | (6)   
|3.7    | Amended
    and Restated Bylaws of BestNet Communications Corp.                                                                                                                                        | (8)   
|3.8    | Certificate
    of Amendment of Articles of Incorporation, as originally filed with the Nevada Secretary of State.                                                                                     | (11)  
|4      | 2000
    Incentive Stock Plan                                                                                                                                                                          | (2)   
|4.1    | Form
    of Unit Purchase Agreement                                                                                                                                                                    | (7)   
|10.1   | Securities
    Purchase Agreement between Wavetech and the investor and the Placement Agent                                                                                                            | (3)   
|10.2   | Registration
    Rights Agreement between Wavetech, the Investor and the Placement Agent                                                                                                               | (3)   
|10.3   | Registration
    Right Agreement                                                                                                                                                                       | (3)   
|10.4   | Securities
    Purchase Agreement                                                                                                                                                                      | (3)   
|10.5   | Product
    Customization Agreement                                                                                                                                                                    | (4)   
|10.6   | Purchase
    Agreement by and among Softalk, Inc., Interpretel (Canada) Inc. and Wavetech International, Inc. dated October 25, 1999                                                                   | (5)   
|10.7   | Amendment
    No. 1 to Amended and Restated License Agreement                                                                                                                                          | (5)   
|10.8   | Amended
    and Restated License Agreement                                                                                                                                                             | (5)   
|10.9   | Share
    Exchange Agreement by and among Wavetech International, Inc., Interpretel (Canada) Inc. and Softalk, Inc. dated November 13,
    1999                                                        | (5)   
|10.10  | Minutes
    of Settlement between BestNet Communications Corp. and Softalk, Inc.                                                                                                                       | (8)   
|10.11  | Lease
    Agreement Dated November 1, 2005, by and between Noto’s Properties LLC. and BestNet                                                                                                          | (10)  
|10.12  | Lease
    Agreement Dated July 25, 2006, by and between R & J Ventures LLC. and Oncologix Corporation                                                                                                  | (10)  
|10.13  | Lease
    Agreement Dated July 12, 2006, by and between Office Suites Plus and Oncologix Corporation                                                                                                   | (10)  
|10.14  | Form
    of Note and Warrant Purchase Agreement between BestNet and Mountainview Opportunistic Growth Fund LP                                                                                          | (10)  
|10.15  | Form
    of Note Purchase Agreement Issued July 7, 2006                                                                                                                                                | (10)  
|10.16  | Franco
    Consulting Agreement                                                                                                                                                                        | (9)   
|10.17  | Kennedy
    Employment Agreement                                                                                                                                                                       | (9)   
|10.18  | Green
    Employment Agreement                                                                                                                                                                         | (9)   
|10.19  | Lowe
    Employment Agreement                                                                                                                                                                          | (9)   
|10.20  | License
    to Fountain Pharmaceuticals, Inc.                                                                                                                                                          | (11)  
|14.1   | Oncologix
    Tech, Inc. Code of Ethics                                                                                                                                                                | (6)   
|21     | Subsidiaries
    of the Registrant                                                                                                                                                                     | *     
|32.1   | Section
    906 Certification of Roy Wayne Erwin                                                                                                                                                       | *     
|32.2   | Section
    906 Certification of Michael A. Kramarz                                                                                                                                                    | *     
|31.1   | Certification
    of Chief Executive Officer                                                                                                                                                           | *     
|31.2   | Certification
    of Chief Financial Officer                                                                                                                                                           | *     
|99     | Consent
    of Seale and Beers, CPAs                                                                                                                                                                   | *     



35









| | * | Filed
                                         herewith
| | - | -------------------------------------------------------

|(1) |  | Incorporated
                                         by reference to the like numbered exhibit to Form 10-QSB for the quarter ended February
                                         28, 1998.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated
                                         by reference to the like numbered exhibit to Form S-8 as filed on May 29, 2001.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated
                                         by reference to exhibit 4.2 to Form 8-K filed on May 16, 2000.
|--- |  | --------------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated
                                         by reference to exhibit 10.1 to the Form 10-K for the fiscal year ended August 31, 2000.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated
                                         by reference to the Form 10-KSB for the fiscal year ended August 31, 1999, exhibits 10.6,
                                         10.7, 10.8 and 10.9 were numbered exhibits 10.1, 10.2, 10.3 and 10.4 respectively in
                                         the Form 10-KSB for the year ended August 31, 1999.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated
                                         by reference to the Form 10-KSB for the fiscal year ended August 31, 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated
                                         by reference to the Form 10-QSB for the quarter ended May 31, 2003, exhibit 4.4 was exhibit
                                         10.1 in the Form 10-QSB for the quarter ended May 31, 2003.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Incorporated
                                         by reference to the Form 10-KSB for the fiscal year ended August 31, 2004.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Incorporated
                                         by reference to the Current Report on Form 8-K, dated July 26, 2006.
|--- |  | --------------------------------------------------------------------------------------------------------------------------

|(10) |  | Incorporated
                                         by reference to the Form 10-KSB for the fiscal year ended August 31, 2006.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Incorporated
                                         by reference to the Form 10-KSB for the fiscal year ended August 31, 2007
|---- |  | -------------------------------------------------------------------------------------------------------------------------------





|(b) |  | Reports
                                         on Form 8-K Filed during the Last Quarter of The Period Covered by This Report are as
                                         Follows:
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Form
8-K filed August 7, 2013 – Acquisition of Angels of Mercy, Inc.



36











SIGNATURES



In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|Date: December
    16, 2013 | Oncologix Tech, Inc.
|--------------------------- | --------------------
|                            | By                  
|                            |                     



|Date: December
    16, 2013 | Oncologix Tech, Inc.
|--------------------------- | --------------------
|                            | By                  
|                            |                     



In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.









|By: /s/ Roy Wayne Erwin                                                                                                    | Date:  December 16, 2013
|-------------------------------------------------------------------------------------------------------------------------- | ------------------------
|Roy Wayne Erwin, Chief Executive Officer,
                                                          President and Director |                         
|                                                                                                                           |                         
|By: /s/ Michael A. Kramarz                                                                                                 | Date:  December 16, 2013
|Michael A. Kramarz, Chief Financial Officer                                                                                |                         
|                                                                                                                           |                         
|By: /s/ Barry Griffith                                                                                                     | Date:  December 16, 2013
|Barry Griffith, Director                                                                                                   |                         



37