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

                                    FORM 10-K

(Mark One)
[X]  Annual report under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934

     For the fiscal year ended August 31, 2008

[ ]  Transition  report under Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934

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

                         Commission File Number: 0-15482

                              ONCOLOGIX TECH, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)


           Nevada                                                86-1006416
 ---------------------------                                  -----------------
(State or other jurisdiction                                 (I.R.S. Employer
      of incorporation)                                      Identification No.)

                                  P.O. Box 8832
                           Grand Rapids, MI 49518-8832
                     --------------------------------------
                    (Address of principal executive offices)

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

              Securities registered under Section 12(g) of the Act:

  Name of exchange on which registered                   Title of Each Class
  ------------------------------------                   -------------------
                None                                           None

              Securities registered under Section 12(b) of the Act:
                          Common Stock, $.001 Par Value
                                (Title of Class)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. - Yes [ ]  No [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes [ ]  No [X]

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.  Yes [ ]  No [X]

Indicate by check mark if disclosure  of  delinquent  filers in response to Item
405 of Regulation S-K 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. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
the definitions of "large accelerated filer",  "accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated Filer [ ]                    Accelerated Filer         [ ]

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

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

The  aggregate  market  value  of the  Common  Stock of the  registrant  held by
non-affiliates  as of September 8, 2009 was  approximately  $4,001,110  based on
closing stock price of the registrant's common stock.

The number of shares of Common  Stock  outstanding  as of  September 8, 2009 was
155,900,625.

                       Documents Incorporated By Reference

                                      None

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<PAGE>


                                TABLE OF CONTENTS

                                     PART I


Item 1        Description of Business.....................................     2
Item 1A       Risk Factors................................................     5
Item 1B       Unresolved Staff Comments...................................     8
Item 2        Properties..................................................     8
Item 3        Legal Proceedings...........................................     8
Item 4        Submission of Matters to a vote of Security Holders.........     8


                               PART II



Item 5        Market for Registrant's Common Equity, Related Stockholder
              Matters and Issuer Purchases of Equity Securities...........     9
Item 6        Selected Financial Data.....................................    12
Item 7        Management's Discussion and Analysis of Financial
              Condition and Results of Operations.........................    12
Item 7A       Quantitative and Qualitative Disclosures About Market Risk..    18
Item 8        Financial Statements and Supplementary Data.................    18
Item 9        Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure.........................    19
Item 9A(T)    Controls and Prodecures.....................................    19
Item 9B       Other Information...........................................    20


                              PART III


Item 10       Directors, Executive Officers and Corporate Governance......    21
Item 11       Executive Compensation......................................    23
Item 12       Security Ownership of Certain Beneficial Owners and
              Management and Related Stockholder Matters..................    27
Item 13       Certain Relationships and Related Transactions, and
              Director Independence.......................................    28
Item 14       Principal Accountant Fees and Services......................    29


                               PART IV


Item 15       Exhibits, Financial Statement Schedules.....................    30
              SIGNATURES..................................................    33

                                       1

<PAGE>


                                IMPORTANT NOTICE

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

FORWARD LOOKING STATEMENTS

          This Current Report contains  forward-looking  statements as that term
is defined  in  Section  27A of the  United  States  Securities  Act of 1933 and
Section 21E of the Securities and Exchange Act of 1934. These statements  relate
to  future  events or  future  financial  performance.  In some  cases,  you can
identify  forward-looking  statements by  terminology  such as "may",  "should",
"expects",  "plans",   "anticipates",   "believes",   "estimates",   "predicts",
"potential"  or  "continue"  or the negative of these terms or other  comparable
terminology.  Such  statements  are based on currently  available  financial and
competitive  information and are subject to various risks and uncertainties that
could cause actual results to differ  materially from historical  experience and
present   expectations.   Undue   reliance   should   not  be   placed  on  such
forward-looking statements as such statements speak only as of the date on which
they are made.  These  statements  are only  predictions  and involve  known and
unknown  risks,  uncertainties  and  other  factors  that may  cause  our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

          Forward-looking  statements  are  predictions  and not  guarantees  of
future  performance  or  events.  The  forward-looking  statements  are based on
current industry, financial and economic information, which we have assessed but
which by its  nature,  is  dynamic  and  subject  to rapid and  possibly  abrupt
changes. Our actual results could differ materially from those stated or implied
by such  forward-looking  statements due to risks and  uncertainties  associated
with our business. We hereby qualify all our forward-looking statements by these
cautionary statements. We undertake no obligation to amend this report or revise
publicly  these  forward  looking  statements  (other than pursuant to reporting
obligations  imposed on registrants  pursuant to the Securities  Exchange Act of
1934) to reflect subsequent events or circumstances.

          These  forward-looking  statements  speak  only as of their  dates and
should not be unduly  relied  upon.  We undertake  no  obligation  to amend this
report or revise publicly these forward-looking  statements (other than pursuant
to  reporting  obligations  imposed on  registrants  pursuant to the  Securities
Exchange Act of 1934) to reflect subsequent events or circumstances,  whether as
the result of new information, future events or otherwise.

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


                                     PART I


ITEM 1. 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. The  discontinuation
of  the  telephone  business  segment  has  been  recorded   separately  in  the
accompanying consolidated financial statement.

          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

                                       2

<PAGE>


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

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

          During May 2008, we determined to dispose of most of the assets of the
Oncosphere  project.   This  information  is  being  presented  as  discontinued
operations for all periods shown.

                                SUBSEQUENT EVENTS

          The material events described below occurred after the end of our 2008
fiscal year.

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

               (a)  The Company has  granted an  exclusive  license to a new IUT
                    subsidiary,   called  "IUTM",  to  develop  and  manufacture
                    products  based on the  Company's  proprietary  information.
                    This proprietary  information is not based on the technology
                    that had been subject to the Master  License  Agreement with
                    the University of Maryland - Baltimore. The Company has also
                    transferred   to  IUTM  a  number  of  items  of  laboratory
                    equipment  and  inventory  useful  in  connection  with  the
                    licensed information.
               (b)  The Company  retains rights to market products based on such
                    information  as well as first  consideration  for  marketing
                    rights for other possible IUTM products.
               (c)  In consideration of the license,  the Company has received a
                    10% equity interest in IUTM, which is organized as a private
                    German  limited   liability  company  and  IUT  has  assumed
                    approximately $82,000 of the Company's indebtedness.
               (d)  The Company's  marketing rights have been transferred to its
                    subsidiary, Oncologix Corporation and has issued IUTM 10% of
                    the equity ownership of that subsidiary.

          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.

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

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

                                       3

<PAGE>


MICROSPHERE PRODUCT

          The  following  terms which are used  throughout  this Report have the
following meanings:

          "Brachytherapy" refers to the process of placing therapeutic radiation
sources in or near diseased tissue.

          "FDA" refers to the United States Food and Drug Administration.

          "Investigational  Device  Exemption"  or "IDE"  refers to a  procedure
whereby the FDA grants  permission to test a new product with human  patients in
the United States.

          "Micro-arterial  brachytherapy"  refers to the  delivery of  radiation
into or near a tumor through the artery carrying the blood supply to the tumor.

          "Microsphere"  refers  to  a  spherical  microparticle,  approximately
one-quarter  the width of a human  hair,  capable  of  containing  or  binding a
radioisotope  for the purpose of delivering  radiation  treatment  directly to a
tumor through the system of arteries (vasculature) supplying blood to the tumor.
Our  product  is an  innovative  version  of a  microsphere  that  we  call  the
"Oncosphere."


The Microsphere Product

          The  product  being  developed  by  the  Group  (defined  above)  is a
microsphere  intended for use as a means of micro-arterial  brachytherapy in the
treatment  of soft tissue  cancer  tumors in the liver.  Soft tissue  tumors are
connected to the blood supply and this kind of therapy is  administered  through
the patient's blood supply system.

          Soft  tissue  tumors are among the most  difficult  forms of cancer to
treat.  If  not  cured  by  initial  therapy,  these  tumors  eventually  become
unresponsive to chemotherapy and spread (metastasize) throughout the body. While
there has been some  progress in recent  years in treating  these  cancers  with
surgery and  chemotherapy,  the five-year  survival  rates remain less than five
percent.  There is a strong demand from patients and physicians confronting this
type of  cancer  for  effective,  easy-to-use  therapies  with  acceptable  side
effects.  We believe that if and when it is fully developed and approved for use
the IUTM product will provide such a therapy if developed.

          Currently the standard  treatment for patients with advanced cancerous
tumors is chemotherapy, which is not specific to (that is, does not discriminate
as to) various  types of cancer and has side effects that damage or destroy many
normal  cells as well as the  cancer  cells.  Thus,  chemotherapy  may result in
additional  illness and even death.  High doses of  chemotherapy  have typically
resulted in extended,  unpleasant and sometimes life-threatening hospital stays.
Patients often require expensive, invasive medical attention before they recover
and are discharged to their homes.

          An  alternative  therapy,  radiation,  is most often  administered  by
delivering a beam from outside of the patient's body ("external beam radiation")
through the patient's body to the cancer tumor. Cells do not become resistant to
radiation as they do to chemotherapy. Therefore, radiation delivered to the cell
in  sufficient  doses will  cause the death of the cell.  However,  because  the
radiation  originates from outside the body, the healthy tissues surrounding the
tumor and those  between  the source and the tumor also  receive  radiation  and
suffer damage that can cause significant adverse side effects.

          Micro-arterial  brachytherapy is an improvement over both chemotherapy
and external beam  radiation.  In this form of treatment,  microspheres  bearing
radiation are delivered directly through the bloodstream to the site of a cancer
tumor,  thereby avoiding healthy tissues.  Micro-arterial  brachytherapy has the
additional   significant  advantage  of  being  administered  in  an  outpatient
procedure, with most patients being able to return home the day of treatment.

          We believe  that if and when the  development  of the IUTM product has
been  completed  and it is  approved  by the FDA and  used in the  treatment  of
patients, it will have significant  competitive advantages over microspheres now
in the market.


GOVERNMENT REGULATION

          Our  activities  in the  development,  manufacture  and sale of cancer
therapy  products  are and  will be  subject  to  extensive  laws,  regulations,
regulatory  approvals  and  guidelines.  Within the United  States,  therapeutic
radiological  devices must comply with the U.S.  Federal Food, Drug and Cosmetic
Act,  which is enforced by the FDA. We are also required to adhere to applicable


                                       4

<PAGE>


FDA regulations for Good  Manufacturing  Practices,  including  extensive record
keeping and periodic  inspections of manufacturing  facilities.  Medical devices
such as the  Oncosphere  cannot be used or sold  unless  they are  approved  for
specified  purposes by the FDA. There are two levels of FDA approval.  The first
is the granting of approval to test the device in human subjects through an IDE;
the  second is  obtaining  approval  to market  the device to the public for the
treatment  of  specified  diseases  through  a PMA.  We  plan  to  evaluate  the
Oncosphere  System in humans in two stages: in a Feasibility Study first with up
to  ten  patients  in two  hospitals  and  then,  if the  Feasibility  Study  is
successful,  in a Pivotal Trial with up to 200 patients at up to ten  hospitals.
Separate FDA approval will be required for each such stage.

          If our  discussions  with  the  Group  and  subsequent  financing  are
successful,  our  business  is expected  to involve  the  importing,  exporting,
design, manufacture,  distribution,  use and storage of beta- and gamma-emitting
radioisotopes.  These  activities  in the United  States are subject to federal,
state and local  rules  relating  to  radioactive  material  promulgated  by the
Nuclear  Regulatory  Commission  ("NRC"),  and states  that have  subscribed  to
certain  standards  and  local  authorities,  known as  "Agreement  States."  In
addition,  we must comply with NRC, state and U.S.  Department of Transportation
requirements  for labeling  and  packaging  shipments  of  radiation  sources to
hospitals  or  others  users of our  devices.  In order to  market  our  devices
commercially  in the U.S.,  we will be required to obtain a sealed source device
registration  from Agreement  States and/or the NRC,  depending on the states in
which the device will be distributed.

          Additionally,  hospitals  in the United  States are  required  to have
radiation  licenses to hold,  handle and use radiation.  Many  hospitals  and/or
physicians  in the United  States  will be  required  to amend  their  radiation
licenses to include our isotopes before  receiving and using them.  Depending on
the state in which the  hospital  is  located,  the  license  amendment  will be
processed by the responsible  subscribing  state  department or agency or by the
NRC.

          Obtaining such registration, approvals and licenses can be complicated
and time consuming and there is no assurance that any of them can be obtained.

COMPETITION

          We are  aware of  several  companies  that  have  developed  competing
products to address soft tissue  cancers:  DS Nordion a Canadian  company  whose
microsphere product is named  "Therasphere";  Sirtex, an Australian company with
approximately   $11,000,000  in  assets,  whose  microsphere  product  is  named
"SIR-Spheres"; and pSivida, a British company.

          We believe that other  companies are capable of developing  technology
that could, if embodied in a suitable product, compete with the IUTM product. We
also believe that one of those companies may have developed  specifications  for
such a product but that its plans for further  development  are now dormant.  As
with any  technology-based  product,  there is a risk that other, more advanced,
products will appear on the market.

INTELLECTUAL PROPERTY PROTECTION

          We have been  advised by IUTM that it intends to rely on patent  laws,
software security measures,  license agreements and nondisclosure  agreements to
protect its  products.  No patent has yet been granted and there is no assurance
that any will be granted or that any part of the technology  will be patentable.
Even if granted  however,  any patent may be limited in scope and patents issued
to others,  or  technologies  owned by them, may result in competitive  products
that  do not  infringe  any  patent  and  that  may  employ  software  for  dose
calculation without infringing any patent that may be granted for the Oncosphere
technology.

EMPLOYEES


          We  currently  have two  part  time  employees:  our  Chief  Financial
Officer,  who is located in  Michigan  and our Chief  Executive  Officer  who is
located in Arizona.  We do not anticipate hiring  additional  employees until we
begin the marketing efforts referred to above.


ITEM 1A. RISK FACTORS

          Anyone  considering  an  investment  in our  company  should read this
report carefully, noting the descriptions of the various risks and uncertainties
involved in our business, including but not limited to the following:

                                       5

<PAGE>


          Need for Additional Capital. We will need additional funds to continue
our  corporate  existence  and  maintain  our  basic  functions.  We  will  need
substantial funds to finance our marketing activities if and when they commence.
Since our inception we have been dependent on obtaining  operating  capital from
private  investors,  including  one present and one former  Director.  We may be
unable to raise additional capital on commercially  acceptable terms, if at all,
and if we raise  capital  through  additional  equity  financing,  the ownership
interests  of  existing  shareholders  may be  diluted.  Our failure to generate
adequate funds would severely harm our business.  See  "MANAGEMENT'S  DISCUSSION
AND ANALYSIS" below in this Report.

          Reliance on Anthony Silverman's  Financial  Assistance.  Since October
22,  2003,  we have relied  substantially  on the advice and  assistance  of Mr.
Anthony Silverman, who became CEO and President on April 3, 2009, in structuring
our  financing,  identifying  sources  of  funding  and  acting as such a source
himself.  Mr. Silverman and his affiliates own 22,530,302  shares] of our common
stock (approximately  14.49% of the voting stock).  Although we believe that Mr.
Silverman  presently intends to continue rendering such assistance,  there is no
assurance that this assistance will continue as before.

          Delinquent  SEC  Filings.   By  letter  dated  August  12,  2009,  the
Securities  and Exchange  Commission  ("SEC")  notified us that unless we become
current with our required  public  filings by August 27, 2009, the SEC may cause
the Company to be  de-registered  under the securities laws and that the SEC may
issue an order  suspending  public  trading of the  Company's  securities.  As a
result  of  preliminary  conversations  with the staff of the SEC,  the  Company
believes that  additional  time may be granted that will be  sufficient  for the
Company to be compliant with its filings. However, there is no assurance of that
outcome. Such de-registration and suspension of trading will seriously limit the
ability of investors to re-sell any of our shares held by them.  In June,  2009,
we began an effort to achieve  compliance  with all reporting  requirements  and
those efforts were completed with the filing of this Report.

                                       6

<PAGE>
<TABLE>
<CAPTION>

          Short Term  Indebtedness.  The following table summarizes our required
current  outstanding debt as of August 31, 2008,  including our short-term notes
payable,  short-term  convertible  notes payable,  long-term  convertible  notes
payable and their respective due dates. To the extent the convertible  notes are
not converted,  funds for repayment  will have to be raised  through  additional
debt or equity financings.


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

<S>               <C>              <C>                  <C>                <C>      <C>
03/31/2009(1)     10.00%          $    63,822       $     7,012       $    70,834   Convertible at $0.15 per share
03/31/2012(2)     12.00%                2,712             1,237             3,949   Convertible at $0.15 per share
12/4/2008 (3)     8.00%               125,000            12,548           137,548   Convertible at $0.15 per share
03/31/2009(4)     8.00%                75,000            12,784            87,784   Convertible at $0.15 per share
3/31/2009 (5)     6.00%             1,265,000           122,481         1,387,481   Convertible at $0.30 per share
1/22/2010 (6)     6.00%                30,000             3,847            33,847   Convertible at $0.30 per share
   9/17/2009      6.00%             1,090,000            83,828         1,173,828   Convertible at $0.30 per share
                              ----------------  ----------------  ----------------

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

(1)  Debt held by Anthony Silverman,  our CEO, President and member of our Board
     of Directors.
     Principal and accrued interest  converted  7/27/09 into 1,416,672 shares of
     common stock.
(2)  Debt held by Stanley  Schloz,  a former  member of our Board of  Directors.
     Note extended 4/29/09.
(3)  Amount currently in default. Investor verbally agreed to extend the note to
     08/31/09.   Currently   we  have  not  received   the   necessary   written
     documentation   regarding  that  extension.   Interest  calculated  through
     8/31/09.
(4)  Principal and accrued interest  converted  7/27/09 into 1,755,673 shares of
     common stock.
(5)  Principal and accrued interest  converted 7/27/09 into 27,749,616 shares of
     common stock.
(6)  Note extended 8/11/09.
***  Interest calculated to maturity or conversion


          Technology  Uncertainties.  Our  business  is  subject  to  the  risks
inherent in any new technology company, including that the IUTM product will not
function  as  we  expect,  that  successful  commercial   development  may  take
substantially  more time and effort than  anticipated,  that IUTM may run out of
funds before development is complete and that a competitor's product may come to
the  market  before  we are  able to do so.  See  "MANAGEMENT'S  DISCUSSION  AND
ANALYSIS" below in this Report.

          Reliance on Key  Personnel.  Our success will largely  depend upon our
ability to recruit and retain  personnel with suitable  marketing and management
experience.  Competition for these personnel and relationships is intense and we
expect to compete with numerous  pharmaceutical  and biotechnology  companies as
well as with universities and non-profit research  organizations.  We may not be
able to attract and retain qualified personnel.

          Going  Concern  Qualification.  We  have  disclosed  in our  financial
statements  that they were prepared under the  assumption  that the Company will
continue as a going concern.  We have incurred  losses from  operations over the
past  several  years  and  anticipate  additional  losses  in  the  future.  Our
independent auditors have included language in their report included on our 2008
financial  statements  that  indicates  that these matters raise doubt about our
ability to  continue  as a going  concern.  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  sources where  possible.  The going
concern qualification increases the difficulty of meeting such goals.

          Industry  Intensely  Competitive.   The  medical  device  industry  is
intensely  competitive.  We will  compete  with both public and private  medical
device,  biotechnology and  pharmaceutical  companies that have been established
longer than we have,  have a greater  number of  products  on the  market,  have
greater   financial  and  other  resources  and  have  other   technological  or
competitive  advantages.  We also compete in the development of technologies and
processes and in acquiring personnel and technology from academic  institutions,
government  agencies,  and other private and public research  organizations.  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 not benefit from  significantly  greater  sales and  marketing
capabilities  or will not develop  products  that are accepted  more widely than
ours.

                                       7
</TABLE>
<PAGE>


          Intellectual  Property  Risk.  The patent  positions of medical device
companies  can be  highly  uncertain  and  involve  complex  legal  and  factual
questions.  Patent  rights,  if granted,  may not be upheld in a court of law if
challenged.  Patent  rights may not provide  competitive  advantages  and may be
challenged,  infringed upon or circumvented  by competitors.  Products cannot be
patented in all countries nor can any small company,  such as IUTM and us afford
to litigate every potential violation worldwide.  Because of the large number of
patent filings in the medical device and  biotechnology  field,  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 be issued that would harm our ability to commercialize  our products
and product candidates.

          Exposure  to  Product   Liability   Claims.   The   design,   testing,
development,  manufacture, and marketing of products involve an inherent risk of
exposure to product  liability claims and related adverse  publicity.  Insurance
coverage is  expensive  and  difficult  to obtain and, in the future,  we may be
unable to obtain  coverage on acceptable  terms,  if at all. 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.

          Exposure to  Environmental  Risks.  Our business as contemplated to be
carried on  involves  the  controlled  use of  hazardous  materials,  chemicals,
biologics, and radioactive compounds.  Manufacturing is extremely susceptible to
product loss due to radioactive,  microbial,  or viral  contamination;  material
equipment failure; or vendor or operator error; or due to the very nature of the
product's short half-life.  Although we believe that when we become operational,
our safety  procedures  for handling and disposing of such materials will comply
with state and federal  standards  there will  always be the risk of  accidental
contamination  or  injury.  In  addition,   radioactive,   microbial,  or  viral
contamination may cause the closure of the respective manufacturing facility for
an extended  period.  By law,  radioactive  materials may only be disposed of at
state-approved facilities. If we were to become liable for an accident, or if we
were to suffer an extended facility shutdown,  we could incur significant costs,
damages, and penalties that could harm our business.

          Uncertainty  as to our  Ability  to  Initiate  Operations  and  Manage
Growth. Our efforts to carry out plans to market medical 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.


ITEM 1B. UNRESOLVED STAFF COMMENTS

          None, except as discussed above with respect to delinquent reports.

ITEM 2. PROPERTIES

          Our Chief Executive Officer works from his home in Scottsdale, Arizona
and our Chief Financial  Officer maintains all the corporate records at his home
in Grand Rapids,  Michigan.  We maintained  our corporate  headquarters  for the
Company  in   approximately   2,000   square  feet  of  office   space  at  3725
Lawrenceville-Suwannee  Road, Suwanee, Georgia, 30024 until January 31, 2008. We
leased  office space there at a monthly rent of $2,567.  We maintained an office
in  approximately  1,000 square feet located at 2850  Thornhills  Ave. SE, Suite
104,  Grand  Rapids,  MI 49546,  at a monthly  rent of $1,465 under a lease that
expired October 31, 2007. Currently we have no premises lease obligations.

ITEM 3. LEGAL PROCEEDINGS

          None.

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

          No matter  was  submitted  to a vote of  security  holders  during the
fourth quarter of the fiscal year covered by this report.

                                       8

<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES

          Common Stock

          Our common stock is traded on the Pink Sheets  beginning  January 2009
when we were  delisted from the OTC Bulletin  Board.  Our common shares trade on
the Pink Sheets under the symbol "OCLG.PK". Prior to January 2009, the Company's
common stock was quoted on the OTC Bulletin Board under the symbol "OCLG.OB" The
high and low bid 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, 2008
               First Quarter             $ 0.26    $ 0.17
               Second Quarter            $ 1.30    $ 0.15
               Third Quarter             $ 0.44    $ 0.27
               Fourth Quarter            $ 0.35    $ 0.28

               FISCAL YEAR ENDED:
               August 31, 2007
               First Quarter             $ 0.40    $ 0.20
               Second Quarter            $ 0.49    $ 0.37
               Third Quarter             $ 0.43    $ 0.20
               Fourth Quarter            $ 0.42    $ 0.20

          The closing stock price of our common stock on September 8, 2009,  was
$0.03.

          Holders

          As of September 8, 2009, the Company had 270 shareholders of record of
its common stock. As of September 8, 2009, 1,305 owners of our common stock held
them in the names of  various  broker-dealers.  As of  September  8,  2009,  the
Company had one Unit holder of record.  As of September 8, 2009, the Company had
one owner of Units who held them in the names of various brokers.

          Dividends

          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  in  Rule  12b-2
promulgated  under the Securities  Exchange Act of 1934, and  accordingly we are
not required to provide the information.

          Recent Sales of Unregistered Securities

          The  following  table  contains  information  regarding  our  sales of
unregistered  securities  during  the past  three  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, conversion of Unit
preferred  shares into 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.

                                       9

<PAGE>
<TABLE>
<CAPTION>


------------------------- ------------------------------- ----------------------------------------------------------------
    Date of Issuance           Principal Amount of                        Further Description and Remarks
                                     Note(s)
------------------------- ------------------------------- ----------------------------------------------------------------
<S>                                 <C>                   <C>
  September , October,              $1,090,000            During September through November 2007, we issued  twenty-seven
     November 2007                                        Convertible  Promissory Notes in an aggregate  principal amount
                                                          of  $1,090,000.  These  Convertible  Promissory  Notes  are due
                                                          September  17, 2009,  bear interest at the rate of 6% per annum
                                                          and are  convertible  into our common stock at a rate of $0.30.
                                                          The  Convertible  Promissory  Notes  were  issued  in a private
                                                          offering of Units, each consisting of a Convertible  Promissory
                                                          Note and a warrant  for the  purchase  of the  number of common
                                                          shares  into  which  each   Convertible   Promissory   Note  is
                                                          convertible.  The  warrants  expire on  September  17, 2009 and
                                                          have an  exercise  price of $0.50 per share.  We  recognized  a
                                                          discount of $180,330  related to the  warrants and a beneficial
                                                          conversion feature of $318,330 related to these notes.

------------------------- ------------------------------- ----------------------------------------------------------------
------------------------- ------------------------------- ----------------------------------------------------------------
     Date of Sale              Proceeds from Sale                 Further Description and Remarks
------------------------- ------------------------------- ----------------------------------------------------------------
     June 27, 2008                    $9,400              On June 27, 2008,  Holders of 47,000 Units  contributed  $9,400
                                                          to convert 47,000 shares of preferred  stock into 94,000 shares
                                                          of common stock.
------------------------- ------------------------------- ----------------------------------------------------------------
     July 21, 2008                   $15,000              On July 21, 2008, the Company sold  1,500,000  shares of common
                                                          stock to an accredited investor at $0.01 per share.
------------------------- ------------------------------- ----------------------------------------------------------------
     August 5, 2008                  $15,000              On August 5, 2008, the Company sold 1,500,000  shares of common
                                                          stock to its CEO,  Anthony  Silverman  at a price of $0.01  per
                                                          share.
------------------------- ------------------------------- ----------------------------------------------------------------
    October 13, 2008                 $15,000              On October 13,  2008,  the  Company  sold  1,500,000  shares of
                                                          common stock to an accredited investor at $0.01 per share.
------------------------- ------------------------------- ----------------------------------------------------------------
    October 13, 2008                 $15,000              On October 13,  2008,  the  Company  sold  1,500,000  shares of
                                                          common stock to its CEO, Anthony  Silverman at a price of $0.01
                                                          per share.
------------------------- ------------------------------- ----------------------------------------------------------------
    December 1, 2008                 $15,000              On  December  1, 2008,  the Company  sold  1,500,000  shares of
                                                          common stock to an accredited investor at $0.01 per share.
------------------------- ------------------------------- ----------------------------------------------------------------
    January 13, 2009                  $3,000              On January 13, 2009,  the Company sold 300,000 shares of common
                                                          stock to an accredited investor at $0.01 per share.
------------------------- ------------------------------- ----------------------------------------------------------------
     March 17, 2009                  $15,000              On March 17, 2009, the Company sold 1,000,000  shares of common
                                                          stock to an accredited investor at $0.015 per share.
------------------------- ------------------------------- ----------------------------------------------------------------
      May 13, 2009                   $30,000              On May 13, 2009,  the Company sold  2,000,000  shares of common
                                                          stock to three accredited investors at $0.015 per share.
------------------------- ------------------------------- ----------------------------------------------------------------
      May 22, 2009                   $15,000              On May 22, 2009,  the Company sold  1,000,000  shares of common
                                                          stock to an accredited investor at $0.015 per share.
------------------------- ------------------------------- ----------------------------------------------------------------
     June 13, 2009                   $30,000              On June 13, 2009, the Company sold  1,500,000  shares of common
                                                          stock to an accredited investor at $0.02 per share.
------------------------- ------------------------------- ----------------------------------------------------------------
   September 11, 2009                $25,000              On September  11,  2009,  the Company  issued a 90-day  $25,000
                                                          promissory  note to Anthony  Silverman,  its CEO and President.
                                                          The note bears an interest rate of 6%.
------------------------- ------------------------------- ----------------------------------------------------------------
   September 30, 2009                $25,000              On September  30, 2009,  the Company sold  1,250,000  shares of
                                                          common stock to an accredited investor at $0.02 per share.
------------------------- ------------------------------- ----------------------------------------------------------------

                                       10
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


          Issuer Repurchases of Equity Securities

          We did not repurchase any of our equity  securities  during the fourth
quarter of the year ended August 31, 2008.

          Transfer Agent

          Our transfer agent and registrar are American Stock Transfer and Trust
Co., 6201 15th Avenue, 3rd Floor, Brooklyn, NY 11219, Telephone (718) 921-8210.

          Securities authorized for issuance under equity compensation plans

                                                      EQUITY COMPENSATION PLAN(1)

                                       Number of Securities                                           Number of Securities
                                         To Be Issued Upon               Weighted Average              Remaining Available
                                      Exercise of Outstanding            Exercise Price of                 For Future
                                              Options                   Outstanding Options            Issuance Under Plan
                                              -------                   -------------------            -------------------

<S>                                             <C>                                <C>                        <C>
Equity compensation plans
approved by stockholders.......                 4,402,526                           $0.69                      6,781,976

Equity compensation plans
not approved by stockholders:..                      --                             $0.00                           --
                                       -------------------              -------------------           -------------------

TOTAL                                           4,402,526                           $0.69                      6,781,976
                                       ===================              ===================           ====================

          (1) We  maintain  a 2000  Stock  Incentive  Plan  under  which we have
3,610,311  shares of common stock available for future issuance as of August 31,
2008.  Under the 2000  Stock  Incentive  Plan,  the sale  price of the shares of
common stock is equal to the fair market value of such shares on the date of the
option grant.  In January  2007,  our  shareholders  approved an increase in the
number of shares  authorized for our 2000 Stock Incentive Plan to 7,500,000 from
5,000,000.  We also  maintain a 1997 Stock  Incentive  Plan under  which we have
3,171,665  shares of common stock available for future issuance as of August 31,
2008.  The sale price of the  shares of common  stock  available  under our 1997
Stock  Incentive  Plan is equal to the fair  market  value of such shares on the
date of grant. Both of these plans have been approved by our shareholders.

          For a description of our 1997 and 2000 Stock Incentive  Plans,  please
see  the  description  set  forth  in  Note  10 of  our  Consolidated  Financial
Statements.

                                       11
</TABLE>

<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA

          We  are  a  smaller  reporting  company,  as  defined  by  Rule  12b-2
promulgated  under the Securities  Exchange Act of 1934, and  accordingly we are
not required to provide the information.

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.

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 carrying value of long-lived  assets. We base our estimates
and  judgments on  historical  experience  and on various other factors that are
believed to be reasonable under the circumstances. The result of these estimates
and judgments form the basis for making  conclusions about the carrying value of
assets and liabilities that are not readily apparent from other sources.  Actual
results  may  differ  from  these  estimates  under  different   assumptions  or
conditions;  changes in these  estimates as a result of future events may have a
material effect on the Company's financial condition.  The SEC suggests that all
registrants  list their most "critical  accounting  policies" in MDA. A critical
accounting  policy  is one  which  is both  important  to the  portrayal  of the
Company's   financial   condition  and  results  of   operations   and  requires
management's most difficult,  subjective or complex judgments, often as a result
of the need to make  estimates  about the effect of matters that are  inherently
uncertain. Management believes the following critical accounting policies affect
its  more  significant  judgments  and  estimates  in  the  preparation  of  its
consolidated  financial  statements:  The carrying  value of long-lived  assets,
stock based compensation,  deferred income tax valuation allowances,  pending or
threatening  litigation  and the allocation of assets  acquired and  liabilities
assumed in acquisitions.

          Carrying  value  of  long-lived  assets.   The  Company   periodically
evaluates  whether  events and  circumstances  have  occurred  that may  warrant
revision of the estimated useful life of property and equipment as well as other
long-lived  assets.  We record property and equipment at cost with  depreciation
provided for on the straight-line  method over the estimated useful lives of the
related  assets.  Impairment  loss,  if any, is measured by the amount which the
carrying amount of the assets exceeds the fair value of the assets.

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

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

                                       12
<PAGE>


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


RESULTS OF OPERATIONS

Comparison of the two years ended August 31, 2008 and 2007
----------------------------------------------------------

General and Administrative Expense
-
          General and  administrative  expenses  included  in our  results  from
continuing  operations  include legal and accounting fees, license fees, travel,
payroll and related  expenses,  directors  and  officers  insurance,  and public
relations  expenses.  These  expenses  relate  primarily  to  general  corporate
overhead and accordingly are segregated from general and administrative expenses
that related  directly to our telephone  business and medical  device  business,
which are  included in the results  from  discontinued  operations.  General and
administrative  expenses that are specific to our telephone business include bad
debt  expense,  agent's  commissions,  outside  services,  postage,  web-hosting
expense,  phone licenses,  customer support  salaries,  and commodity and excise
taxes.  General and  administrative  expenses  that are  specific to our medical
device business  include  salaries,  press releases,  office expense,  legal and
accounting, telephone expense, rent expense and licenses and fees.


          General and administrative expense decreased to approximately $588,000
during fiscal 2008, from approximately  $785,000,  a decrease of 25% or $197,000
from the comparable  period in fiscal 2007.  Cash based  compensation  and other
related payroll expenses increased to approximately $175,228 during fiscal 2008,
from  approximately  $125,000  during  fiscal  2007.  This  increase  was due to
increased  compensation  from an  accrual  of  salary  for our CEO.  Stock-based
compensation expense decreased to approximately $36,000 during fiscal 2008, from
$222,000 during fiscal 2007. This decrease is due to fewer stock options granted
during fiscal 2008.  Marketing and Consulting expense decreased to approximately
$24,000 during fiscal 2008, from approximately  $48,000 during fiscal 2007. This
decrease was due primarily to the  suspension  of operations  resulting in fewer
consulting  contracts.  Press  release and board  meeting  expense  decreased to
approximately  $7,000  during fiscal 2008,  from  approximately  $63,000  during
fiscal 2007 due  primarily to reduced  board  meeting  travel and an increase in
telephonic  board  meetings.   Accounting  expense  decreased  to  approximately
$123,000 during fiscal 2008, from approximately $139,000 during fiscal 2007 as a
result of no business combinations during fiscal 2008.

Depreciation and Amortization

          Depreciation and amortization decreased to approximately $2,000 during
fiscal 2008,  from  approximately  $3,000  during  fiscal 2007.  The decrease in
depreciation and amortization  from fiscal 2007 to fiscal 2008 was the result of
assets becoming fully depreciated during fiscal 2008.

Interest Income

          Interest  income  decreased to $332 during  fiscal 2008,  from $746, a
decrease of 55% from fiscal 2007.  The decrease is the result of carrying  lower
cash balances during fiscal 2008.

Interest and Finance Charges

          Interest and finance  charges  increased to  approximately  $1,631,000
during fiscal 2008 from approximately $1,311,000, an increase of 24% from fiscal
2007. The increase is primarily attributable to interest accrued on the issuance
of  convertible  notes  payable  in  connection  with  the  Company's  financing
transactions and the amortization of discounts on convertible notes payable.

          A summary of interest and finance charges is as follows:

                                       13

<PAGE>
<TABLE>
<CAPTION>


                                                                Twelve Months Ended
                                                             August 31, 2008 and 2007
                                                         ----------------------------------
                                                            2008                   2007
                                                         -----------            -----------
<S>                                                      <C>                    <C>
Interest expense on nonconvertible notes..........       $       482            $    35,261
Interest expense on convertible notes payable.....           278,713                151,109
Amortization of note payable discounts............         1,178,209              1,027,756
Other interest and finance charges................           173,480                 96,951
                                                         -----------            -----------
Total interest and finance charges................       $ 1,630,884            $ 1,311,077
+                                                         ===========            ===========

          We had outstanding  convertible  notes payable during both fiscal 2008
and fiscal  2007.  A discount  to those notes was  recorded  due to the value of
warrants  and the  beneficial  conversion  terms  inherent to these  convertible
notes.  The amortization of these discounts was recorded as interest and finance
charge expense over the life of the notes.  See Note 9 of Notes to  Consolidated
Financial  Statements  included in Item 7 in this Report. Cash paid for interest
and finance charges  increased by approximately  108% from fiscal 2007 to fiscal
2008 because of increased interest relating to short-term bridge financing which
was paid off. The overall  increase in interest  expense resulted from increases
in the balances of outstanding convertible notes payable.

Income Taxes

          At August 31,  2008,  the  Company  had  federal  net  operating  loss
carryforwards  totaling  approximately  $32,600,000 and state net operating loss
carryforwards  of  approximately  $2,400,000.  The  federal net  operating  loss
carryforwards  expire in various  amounts  beginning in 2009 and ending in 2028.
Due to our history of  incurring  losses  from  operations,  we have  provided a
valuation allowance for our net operating loss carryforward.

Discontinued Operations

          Loss from discontinued  operations for our telephone  business was nil
during fiscal 2008 compared to $93,178  during fiscal 2007. The decrease in loss
was due to the disposal of our telephone business in February 2007.

          Operating results of our telephone business are summarized as follows:


                                                                Year Ended August 31,
                                                           -----------------------------
                                                               2008             2007
                                                           ------------     ------------

 Revenue...........................................        $       --       $    351,568
 Cost of Revenue...................................                --            210,545
                                                           ------------     ------------
    Gross margin...................................                --            141,023
 Other operating expenses..........................                --            234,201
                                                           ------------     ------------
    Loss from discontinued operations..............                --            (93,178)
    Loss on disposal of discontinued operations....                --                (79)
                                                           ------------     ------------
                                                           $       --       $    (93,257)
                                                           ============     ============

                                             14
</TABLE>

<PAGE>


          Loss from  discontinued  operations  for our medical  device  business
decreased to $1,058,006 for fiscal 2008, from $5,464,607 during fiscal 2007. The
decrease was a result of suspending operations on December 31, 2007.

                                                     Year Ended August 31,
                                                 ------------------------------
                                                     2008              2007
                                                 ------------      ------------

Operating expenses:
    General and administrative.................  $    130,817      $    484,080
    Research and development...................       864,513         4,961,531
    Depreciation and amortization..............        40,168            18,256
                                                 ------------      ------------
    Total operating expenses...................     1,035,498         5,463,867
                                                 ------------      ------------
    Loss from operations.......................    (1,035,498)       (5,463,867)
                                                 ------------      ------------

Other income (expense):
    Interest income............................           270            10,078
    Interest and finance charges...............          --             (10,864)
    Loss on disposal of assets.................       (13,890)              128
    Loss on impairment.........................       (10,000)             --
    Other income (expense).....................         1,112               (82)
                                                 ------------      ------------
    Total other income (expense)...............       (22,508)             (740)
                                                 ------------      ------------
    Net loss from discontinued operations......  $ (1,058,006)     $ (5,464,607)
                                                 ============      ============

          Research and development  expense decreased to approximately  $864,000
during fiscal 2008, from approximately $4,962,000, a decrease of $4,098,000 from
fiscal 2007 due primarily to the  suspension of operations on December 31, 2007.
Research and development  expense relates to our Medical Device Business,  which
was acquired during July 2006.

Liquidity and Capital Resources

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

          Our  operating  losses to date have been  covered  by equity  and debt
financing obtained from private investors,  including certain present and former
members  of our Board of  Directors.  We never  achieved  positive  cash flow or
profitability in our telephone  business because we did not generate a volume of
business  sufficient  to cover our  overhead  costs.  We also raised  additional
amounts to fund our medical device business  development  which was discontinued
as a result of not obtaining financing to cover those operations.  Our financial
statements contain explanatory  language related to our ability to continue as a
going concern and our auditors have qualified their opinion on our  Consolidated
Financial  Statements for the year ended August 31, 2008,  included as a part of
this Report, reflecting uncertainty as to our ability to continue in business as
a going concern.

          On August 31, 2008,  we had cash and cash  equivalents  of $9,912.  We
have historically relied upon the issuance of debt or equity in order to finance
our  operations.  Our  operating  losses to date have been covered by equity and
debt financing  obtained from private  investors,  including certain current and
former members of our Board of Directors.

                                       15

<PAGE>
<TABLE>
<CAPTION>


          The following table summarizes our required  current  outstanding debt
as of August 31,  2008,  including  our  short-term  notes  payable,  short-term
convertible  notes  payable,  long-term  convertible  notes  payable  and  their
respective  due dates.  To the extent the  convertible  notes are not converted,
funds for repayment  will have to be raised  through  additional  debt or equity
financings.

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

<S>               <C>              <C>                  <C>                <C>      <C>
03/31/2009(1)     10.00%          $    63,822       $     7,012       $    70,834   Convertible at $0.15 per share
03/31/2012(2)     12.00%                2,712             1,237             3,949   Convertible at $0.15 per share
12/4/2008 (3)     8.00%               125,000            12,548           137,548   Convertible at $0.15 per share
03/31/2009(4)     8.00%                75,000            12,784            87,784   Convertible at $0.15 per share
3/31/2009 (5)     6.00%             1,265,000           122,481         1,387,481   Convertible at $0.30 per share
1/22/2010 (6)     6.00%                30,000             3,847            33,847   Convertible at $0.30 per share
   9/17/2009      6.00%             1,090,000            83,828         1,173,828   Convertible at $0.30 per share
                              ----------------  ----------------  ----------------

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


(1)  Debt held by Anthony Silverman,  our CEO, President and member of our Board
     of Directors.
     Principal and accrued interest  converted  7/27/09 into 1,416,672 shares of
     common stock.
(2)  Debt held by Stanley  Schloz,  a former  member of our Board of  Directors.
     Note extended 4/29/09.
(3)  Amount currently in default. Investor verbally agreed to extend the note to
     08/31/09.   Currently   we  have  not  received   the   necessary   written
     documentation   regarding  that  extension.   Interest  calculated  through
     8/31/09.
(4)  Principal and accrued interest  converted  7/27/09 into 1,755,673 shares of
     common stock.
(5)  Principal and accrued interest  converted 7/27/09 into 27,749,616 shares of
     common stock.
(6)  Note extended 8/11/09.
***  Interest calculated to maturity or conversion


          On June 2, 2008,  the Company  completed a program,  which it began in
May 2008, to extend the due dates of its outstanding  promissory notes due on or
before that date. The aggregate  principal amount of those notes was $2,005,450.
The holders of all of the notes entered into agreements  whereunder the dates on
which  payment is due is extended  until  December  4, 2008,  the price at which
amounts  due  under the notes  may be  converted  to shares of common  stock was
reduced to $0.15 per share;  provided that any conversion  effected on or before
June 16, 2008 would be at a price of $0.05 per share.

Inflation and Other Factors

          The Company's operations are influenced by general economic trends and
technology advances in the medical industries.

          Our  activities  in the  development,  manufacture  and sale of cancer
therapy  products  are,  and will be subject  to  extensive  laws,  regulations,
regulatory  approvals  and  guidelines.  Within the United  States,  therapeutic
radiological  devices must comply with the U.S.  Federal Food, Drug and Cosmetic
Act,  which is enforced by the FDA. We are also required to adhere to applicable
FDA regulations for Good  Manufacturing  Practices,  including  extensive record
keeping and periodic  inspections of manufacturing  facilities.  Medical devices
such as the  Oncosphere  cannot be used or sold  unless  they are  approved  for
specified  purposes by the FDA. There are two levels of FDA approval.  The first
is the  granting of approval  to  evaluate  use of the device in human  subjects
(through an IDE);  the second is obtaining  approval to market the device to the
public for the treatment of specified diseases (PMA).

          Our business involves the importing,  exporting,  design, manufacture,
distribution,  use and storage of beta and gamma emitting  radioisotopes.  These
activities  in the United  States are subject to federal,  state and local rules
relating  to  radioactive   material   promulgated  by  the  Nuclear  Regulatory
Commission  ("NRC"),  and states that have  subscribed to certain  standards and
local authorities,  known as "Agreement States" In addition, we must comply with

                                       16
</TABLE>

<PAGE>


NRC, state and U.S.  Department of Transportation  requirements for labeling and
packaging  shipments  of  radiation  sources to hospitals or others users of our
devices.  In order to market our  devices  commercially,  we will be required to
obtain a sealed source device registration from Agreement States and/or the NRC,
depending on the states in which the device will be distributed.

          Additionally,  hospitals  in the United  States are  required  to have
radiation  licenses to hold,  handle and use radiation.  Many  hospitals  and/or
physicians  in the United  States  will be  required  to amend  their  radiation
licenses to include our isotopes before  receiving and using them.  Depending on
the state in which the  hospital  is  located,  the  license  amendment  will be
processed by the responsible  subscribing  state  department or agency or by the
NRC.

          Obtaining   such   registration,   approvals,   and  licenses  can  be
complicated and time consuming and there is no assurance that any of them can be
obtained.

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 fur 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,  2008  and  2007,  we  had  no  off-balance  sheet
arrangements.

Recent Accounting Pronouncements

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

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

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

                                       17

<PAGE>


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


ITEM 7A.  QUATATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

          We  are  a  smaller  reporting  company,  as  defined  in  Rule  12b-2
promulgated under the Securities  Exchange Act of 1934, and accordingly,  we are
not required to provide the information required by this Item.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                              Oncologix Tech, Inc.
                        Consolidated Financial Statements
                       Year Ended August 31, 2008 and 2007

                                    Contents




Report of Chisholm, Bierwolf, Nilson & Morrill, LLC, Independent
Registered Public Accounting Firm                                       F-1
Report of Semple, Marchal & Cooper, LLP, Independent Registered
Public Accounting Firm                                                  F-2

Audited Financial Statements

     Consolidated Balance Sheets                                        F-3
     Consolidated Statements of Operations                              F-4
     Consolidated Statements of Changes in Stockholders' Deficit        F-5
     Consolidated Statements of Cash Flows                              F-6
     Notes to Consolidated Financial Statements                         F-7


                                       18

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To The Stockholders and Board of Directors of
Oncologix Tech, Inc.
Grand Rapids, Michigan



          We  have  audited  the  accompanying  consolidated  balance  sheet  of
Oncologix  Tech,  Inc.  (the  "Company")  as of August 31,  2008 and the related
consolidated statements of operations, changes in stockholders' equity (deficit)
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

          We conducted our audit 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
controls over financial reporting.  Our audit includes 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  audit  provides  a
reasonable basis for our opinion.

          In our opinion,  the  consolidated  financial  statements  referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Oncologix  Tech,  Inc. as of August 31, 2008,  and the results of its operations
and its cash flows for the years  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.

          The accompanying  consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
15 to the consolidated financial statements,  the Company has suffered recurring
losses from  operations and has a working capital deficit as of August 31, 2008.
These matters raise substantial doubt about the Company's ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note 16. The consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.



/s/  Chisholm, Bierwolf, Nilson & Morrill
-------------------------------------------------
     CHISHOLM, BIERWOLF, NILSON & MORRILL, LLC

Bountiful, Utah


October 28, 2009


                                      F-1

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Stockholders and Board of Directors of
Oncologix Tech, Inc.
Grand Rapids, Michigan

          We  have  audited  the  accompanying  consolidated  balance  sheet  of
Oncologix  Tech,  Inc.  (the  "Company")  as of August 31,  2007 and the related
consolidated statements of operations, changes in stockholders' equity (deficit)
and cash flows for the year ended August 31, 2007 . These  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

          We conducted our audit 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
controls over financial reporting.  Our audits include 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 audit provide a reasonable
basis for our opinion.

          In our opinion,  the  consolidated  financial  statements  referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Oncologix  Tech,  Inc. as of August 31, 2007,  and the results of its operations
and its cash  flows for the year ended  August  31,  2007,  in  conformity  with
accounting principles generally accepted in the United States of America.

          The accompanying  consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
16 to the consolidated financial statements,  the Company has suffered recurring
losses from  operations and has a working capital deficit as of August 31, 2007.
These matters raise substantial doubt about the Company's ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note 16. The consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/  SEMPLE, MARCHAL & COOPER, LLP
----------------------------------
     SEMPLE, MARCHAL & COOPER, LLP


Phoenix, Arizona

December 12, 2007


                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                                               ONCOLOGIX TECH, INC. AND SUBSIDIARIES
                                                    CONSOLIDATED BALANCE SHEETS
                                                     AUGUST 31, 2008 AND 2007


                                                                                                      August 31,      August 31,
                                                                                                     ------------    ------------
                                                                                                         2008            2007
                                                                                                     ------------    ------------


                                                              ASSETS

<S>                                                                                                  <C>             <C>
Current Assets:
     Cash and cash equivalents ...................................................................   $      9,912    $    141,691
     Prepaid expenses and other current assets ...................................................          6,659          10,149
     Prepaid commissions .........................................................................         75,511         117,346
     Current assets of discontinued operations ...................................................           --           104,952
                                                                                                     ------------    ------------

         Total current assets ....................................................................         92,082         374,138


Property and equipment (net of accumulated depreciation
     of $18,679 and $22,477) .....................................................................          4,527           9,781
Deposits and other assets ........................................................................          2,691          19,169
Longterm assets of discontinued operations .......................................................        141,017         209,991
                                                                                                     ------------    ------------

              Total assets .......................................................................   $    240,317    $    613,079
                                                                                                     ============    ============


                    LIABILITIES AND STOCKHOLDERS' DEFICIT


Current liabilities:
     Convertible notes payable (net of discounts of $125,001 and $349,857) .......................   $  1,372,711    $    850,143
     Convertible notes payable  related parties ..................................................         63,822         280,450
     Notes payable  related parties ..............................................................           --           600,000
     Accounts payable and other accrued expenses .................................................        268,886          46,321
     Accrued interest payable ....................................................................        124,548         132,921
     Current liabilities of discontinued operations ..............................................         95,349          40,018
                                                                                                     ------------    ------------

         Total current liabilities ...............................................................      1,925,316       1,949,853


Convertible notes payable (net of discounts of $279,212 and $606,585) ............................        810,788         688,415
                                                                                                     ------------    ------------

              Total liabilities ..................................................................      2,736,104       2,638,268
                                                                                                     ------------    ------------


Stockholders' Deficit:
     Preferred stock, par value $.001 per share; 10,000,000 shares authorized
         295,862 and 443,162 shares issued and outstanding at August 31, 2008 and 2007,
         respectively ............................................................................            296             443
     Common stock, par value $.001 per share; 200,000,000 shares authorized;
         136,117,314 and 93,357,986 shares issued at August 31, 2008 and 2007,
         respectively;
         113,734,944 and 70,975,616 shares outstanding at August 31, 2008 and 2007,
         respectively ............................................................................        113,735          70,976
     Additional paid-in capital ..................................................................     51,889,552      47,805,282
     Accumulated deficit .........................................................................    (54,499,370)    (49,908,557)
     Common stock subscribed, underlying common shares of 0 and 22,689, respectively .............           --             6,667
                                                                                                     ------------    ------------

              Total stockholders' deficit ........................................................     (2,495,787)     (2,025,189)
                                                                                                     ------------    ------------

              Total liabilities and stockholders' deficit ........................................   $    240,317    $    613,079
                                                                                                     ============    ============


                                   See accompanying notes to consolidated financial statements.

                                                               F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                      ONCOLOGIX TECH, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                          Year Ended August 31,
                                                      ----------------------------
                                                          2008            2007
                                                      ------------    ------------


<S>                                                   <C>             <C>
Operating expenses:
  General and administrative ......................   $    588,185    $    785,722
  Depreciation and amortization ...................          2,060           2,658
                                                      ------------    ------------
  Total operating expenses ........................        590,245         788,380
                                                      ------------    ------------
  Loss from operations ............................       (590,245)       (788,380)
                                                      ------------    ------------

Other income (expense):
  Interest income .................................            332             746
  Interest and finance charges.....................     (1,630,884)     (1,311,077)
  Conversion expense ..............................     (1,303,625)           --
  Other income (expense) ..........................         (8,385)         10,363
                                                      ------------    ------------
  Total other income (expense) ....................     (2,942,562)     (1,299,968)
                                                      ------------    ------------

  Net loss from continuing operations..............     (3,532,807)     (2,088,348)
                                                      ------------    ------------

Discontinued operations:
  Operating loss from discontinued operations .....     (1,058,006)     (5,557,785)
  Loss on disposal of discontinued operations .....           --               (79)
                                                      ------------    ------------

  Net loss from discontinued operations ...........     (1,058,006)     (5,557,864)
                                                      ------------    ------------
Net loss ..........................................   $ (4,590,813)   $ (7,646,212)
                                                      ============    ============


Loss per common share, basic and diluted:
      Continuing operations .......................   $      (0.04)   $      (0.03)
      Discontinued operations .....................          (0.01)          (0.09)
                                                      ------------    ------------

                                                      $      (0.05)   $      (0.12)
                                                      ============    ============

Weighted average number of shares
  outstanding  basic and diluted ..................     80,615,046      66,454,700
                                                      ============    ============


          See accompanying notes to consolidated financial statements.

                                      F-4

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                              ONCOLOGIX TECH, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT



                                          Preferred Stock                  Common Stock
                                   ----------------------------    ---------------------------
                                      Shares          Amount          Shares         Amount
                                   ------------    ------------    ------------   ------------
<S>                                 <C>            <C>             <C>            <C>
Balance, August 31, 2006 .......        443,162    $        443      60,259,793    $    60,260
Stock options exercised ........           --              --            52,000             52
Stock based compensation .......           --              --              --             --
Issuance of escrow shares -
  JDA ..........................           --              --         7,460,790          7,461
Issuance of stock for services .           --              --           272,384            272
Conversion of notes payable ....           --              --         2,930,649          2,931
Beneficial conversion feature
  and warrants issued -
  convertible notes payable ....           --              --              --             --
Net loss .......................           --              --              --             --
                                   ------------    ------------    ------------   ------------
Balance, August 31, 2007 .......        443,162             443      70,975,616         70,976
Stock options exercised ........           --              --            50,000             50
Stock based compensation .......           --              --              --             --
Issuance of stock for unit
  conversions ..................       (147,300)           (147)        294,600            295
Issuance of stock for services .           --              --            55,102             55
Issuance of stock for interest .           --              --            65,707             65
Issuance of stock purchased ....           --              --         3,000,000          3,000
Conversion of notes payable ....           --              --        21,400,467         21,401
Conversion of notes payable -
  related parties ..............           --              --        17,893,452         17,893
Issuance of warrants for
  services .....................           --              --              --             --
Beneficial conversion feature
    stock issued for interest ..           --              --              --             --
Beneficial conversion feature
    and warrants issued -
    convertible notes payable ..           --              --              --             --
 Beneficial conversion feature -
Induced conversion expense
    notes payable ..............           --              --              --             --
Net loss .......................           --              --              --             --
                                   ------------    ------------    ------------   ------------

Balance, August 31, 2008 .......        295,862    $        296     113,734,944   $    113,735
                                   ============    ============    ============   ============


                                             F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                              ONCOLOGIX TECH, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                           (CONTINUED)




                                     Additional      Common
                                     Paid-in      Accumulated        Stock
                                     Capital        Deficit        Subscribed        Total
                                   ------------   ------------    ------------    ------------
<S>                                  <C>            <C>           <C>              <C>
Balance, August 31, 2006 .......   $ 41,599,814   $(42,262,345)   $       --      $   (601,828)
Stock options exercised ........          9,073           --              --             9,125
Stock based compensation .......        222,057           --              --           222,057
Issuance of escrow shares -
  JDA ..........................      3,349,895           --              --         3,357,356
Issuance of stock for services .         85,407           --             6,667          92,346
Conversion of notes payable ....        583,199           --              --           586,130
Beneficial conversion feature
  and warrants issued -
  convertible notes payable ....      1,955,837           --              --         1,955,837
Net loss .......................           --       (7,646,212)           --        (7,646,212)
                                   ------------   ------------    ------------    ------------
Balance, August 31, 2007 .......     47,805,282    (49,908,557)          6,667      (2,025,189)
Stock options exercised ........         11,450           --              --            11,500
Stock based compensation .......         36,267           --              --            36,267
Issuance of stock for unit
  conversions ..................         29,312           --              --            29,460
Issuance of stock for services .         17,045           --            (6,667)         10,433
Issuance of stock for interest .         19,647           --              --            19,712
Issuance of stock purchased ....         27,000           --              --            30,000
Conversion of notes payable ....      1,132,480           --              --         1,153,881
Conversion of notes payable -
  related parties ..............        876,779           --              --           894,672
Issuance of warrants for
  services .....................          4,686           --              --             4,686
Beneficial conversion feature
    stock issued for interest ..          2,320           --              --             2,320
Beneficial conversion feature
    and warrants issued -
    convertible notes payable ..        623,659           --              --           623,659
 Beneficial conversion feature -
Induced conversion expense
    notes payable ..............      1,303,625           --              --         1,303,625
Net loss .......................           --       (4,590,813)           --        (4,590,813)
                                   ------------   ------------    ------------    ------------

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


                  See accompanying notes to consolidated financial statements.

                                           F-5(Con't)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                              ONCOLOGIX TECH, INC. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                       For the Year Ended
                                                                    August 31,     August 31,
                                                                      2008           2007
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Operating activities:
    Net loss ...................................................   $(4,590,813)   $(7,646,212)
        Net loss from discontinued operations ..................     1,058,006      5,557,864
                                                                   -----------    -----------
        Net loss from continuing operations ....................    (3,532,807)    (2,088,348)

    Adjustments to reconcile net loss to net cash used
      in operating activities:
        Depreciation and amortization ..........................         2,060          2,658
        Loss on disposal of property and equipment .............         3,194           --
        Stock based compensation expense .......................        36,267        307,736
        Acquired inprocess research and development expense ....          --        3,357,356
        Amortization of discount on notes payable and warrants .     1,175,890      1,027,755
        Induced conversion expense notes payable ...............     1,303,625           --
        Issuance of stock and warrants for services ............        15,119          6,667
        Beneficial conversion feature  stock issued for interest         2,320           --
            Prepaid expenses and other current assets ..........        22,386         17,487
            Prepaid commissions ................................        41,835       (117,346)
            Deposits and other assets ..........................        16,478        (19,169)
            Accounts payable and other accrued expenses ........       222,565       (163,443)
            Accrued interest payable ...........................       220,975        124,687
                                                                   -----------    -----------
    Net operating cash flows  continuing operations ............      (470,093)     2,456,040

    Net operating cash flows  discontinued operations ..........      (827,215)    (5,536,569)
                                                                   -----------    -----------

    Net cash used in operating activities ......................    (1,297,308)    (3,080,529)
                                                                   -----------    -----------

Investing activities:
    Collection of notes receivable  related parties ............          --           16,564
    Purchase of property and equipment .........................          --           (2,882)
                                                                   -----------    -----------
    Net investing cash flows - continuing operations ...........          --           13,682
    Net investing cash flows - discontinued operations .........        (1,534)      (134,953)
                                                                   -----------    -----------
    Net cash used in investing activities ......................        (1,534)      (121,271)
                                                                   -----------    -----------

Financing activities:
     Proceeds from exercise of stock options and warrants ......        11,500          9,125
     Proceeds from issuance of convertible notes payable .......     1,090,000      2,345,000
     Proceeds from issuance of convertible notes
        payable  related parties ...............................       150,000        175,000
     Proceeds from issuance of notes payable  related parties ..          --          900,000
     Proceeds from conversion of units .........................        29,460           --
     Proceeds from purchase of common stock ....................        30,000           --
     Repayment of notes payable ................................       (18,897)          --
     Repayment of notes payable  related parties ...............       (25,000)       (20,755)
     Repayment of convertible notes payable  related parties ...      (100,000)      (300,000)
                                                                   -----------    -----------
    Net financing cash flows - continuing operations ...........     1,167,063      3,108,370
                                                                   -----------    -----------
    Net financing cash flows - discontinued operations .........          --         (130,373)
                                                                   -----------    -----------
    Net cash provided in financing activities ..................     1,167,063      2,977,997
                                                                   -----------    -----------
Net increase (decrease) in cash and cash equivalents ...........      (131,779)      (223,803)

Cash and cash equivalents, beginning of period .................       141,691        365,494
                                                                   -----------    -----------

Cash and cash equivalents, end of period .......................   $     9,912    $   141,691
                                                                   ===========    ===========


                  See accompanying notes to consolidated financial statements.

                                               F-6

</TABLE>

<PAGE>



                      ONCOLOGIX TECH, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


Supplemental disclosure of cash flow information (continued):



                                               Year Ended August 31,
                                               ---------------------
                                               2008             2007
                                               ----             ----


     Cash paid during the year for:


     Interest                                $ 58,219         $ 27,946
     Income Taxes                            $   --           $   --


          See accompanying notes to consolidated financial statements.

                                      F-7

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION AND BASIS OF PRESENTATION

          The  consolidated   financial   statements  of  Oncologix  Tech,  Inc.
(formerly BestNet Communications Corp., a Nevada corporation,  and also formerly
Wavetech  International,  Inc.) include the accounts of Oncologix Tech, Inc. and
its  wholly  owned  subsidiaries,  Oncologix  Corporation,   Interpretel,  Inc.,
Interpretel  Canada  Inc.,  and  Telplex  International   Communications,   Inc.
(collectively the "Company,"  "Oncologix," "we," "us," or "our"). On January 22,
2007, we changed our name from BestNet  Communications  Corp. to Oncologix Tech,
Inc.  On July 26,  2006,  we  launched  a medical  device  segment  through  the
acquisition  of JDA Medical  Technologies,  Inc.  ("JDA"),  a development  stage
medical device company.  Since the acquisition of JDA, our principal  activities
have been primarily  limited to research and development  activities to continue
product  development in efforts to obtain government approval for the use of the
medical  device,  and to seek  sources  of  financing  for  these  research  and
development activities.  We entered into discussions to dispose of this business
in the 3rd quarter of fiscal 2008.  Accordingly,  the Medical Device business is
treated as discontinued operations.  We had operated an internet based telephone
business (the "Telephone  Business") from our inception until it was disposed of
during  February  2007.  The  Telephone  Business is  accordingly  presented  as
discontinued  operations.  The  Company's  fiscal  year ends on August  31.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.  The Company has  recorded  net  operating  losses in each of the
previous sixteen years.

          The  preparation of the Company's  financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires the Company's  management to make estimates and assumptions that affect
the amounts  reported in these  financial  statements  and  accompanying  notes.
Actual results could differ from those estimates.  The Company makes significant
assumptions  concerning  the  amount  of the  accounts  receivable  reserve  and
reserves related to deferred tax assets.  Due to the  uncertainties  inherent in
the  estimation  process and the  significance  of these  items,  it is at least
reasonably  possible that the estimates in connection  with these items could be
further materially revised within the next year.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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 7 years
                   Computer equipment               5 years
                   Equipment                        5 to 7 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.


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

                                      F-8

<PAGE>


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.

INCOME TAXES

          Income taxes are determined using the asset and liability method. This
method  gives  consideration  to the future  tax  consequences  associated  with
temporary differences between the carrying amounts of assets and liabilities for
financial statement purposes and the amounts used for income tax purposes.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

CONSOLIDATION POLICIES

          The consolidated  financial  statements for the years ended August 31,
2008 and 2007 include the accounts of Oncologix  Tech, Inc. and its wholly owned
subsidiaries,  Oncologix Corporation,  Interpretel (Canada) Inc. and Interpretel
Inc.,  collectively the Company.  Oncologix Corporation is a Nevada corporation.
Interpretel  Inc.  is an Arizona  corporation.  Interpretel  (Canada)  Inc. is a
Canadian  corporation.  All significant  intercompany  accounts and transactions
have been eliminated in consolidation.

STOCK-BASED COMPENSATION

          Prior  to  September  1,  2006,  we  accounted  for  our   stock-based
compensation   plans  under  the  recognition  and  measurement   provisions  of
Accounting  Principles  Board  Opinion ("APB 25") No. 25  "Accounting  for Stock
Issued  to  Employees,"  and  related  interpretations,  as  permitted  by  FASB
Statement  No.  123,  Accounting  for  Stock-Based  Compensation  ("SFAS  123").
Effective September 1, 2006, we adopted the fair value recognition provisions of
SFAS  123(R),  using the  modified  prospective  transition  method.  Under that
transition  method,  employee  compensation  cost  recognized  for  fiscal  2007
includes:  (i) compensation cost for all share-based  payments granted prior to,
but net yet vested as of September  1, 2006,  based on the grant date fair value
estimated  in  accordance  with  the  original  provisions  of SFAS 123 and (ii)
compensation cost for all share-based  payments granted  subsequent to September
1, 2006,  based on the grant date fair value  estimated in  accordance  with the
provisions  of SFAS 123(R).  Results for prior  periods have not been  restated.
Stock-based  compensation  expense is  recognized  as a component of general and
administrative expense in the Statement of Operations.

          As a result of adopting SFAS 123(R) on September 1, 2006, our net loss
for the fiscal  years ended  August 31, 2008 and 2007,  is $36,267 and  $222,057
higher  respectively,  than  if we had  continued  to  account  for  share-based
compensation  under APB 25,  respectively.  The adoption of this standard had no
impact on our provision for income taxes because of the valuation  allowance for
our deferred tax assets due to our history of recurring net losses.

                                      F-9

<PAGE>


NET LOSS PER COMMON SHARE

          Basic  earnings  (loss) per share is  calculated  by  dividing  income
(loss) available to common shareholders by the weighted average number of common
shares  outstanding  for the  period.  Diluted  earnings  (loss)  per  share  is
calculated  based on the weighted  average  number of common shares  outstanding
during the period plus the dilutive effect of common stock purchase warrants and
stock  options  using the  treasury  stock  method and the  dilutive  effects of
convertible notes payable and convertible preferred stock using the if-converted
method. Basic and diluted earnings per share for the years ended August 31, 2008
and 2007 are as follows:


                                                      Year Ended August 31,
                                                   ----------------------------
                                                       2008            2007
                                                   ------------    ------------

Net loss attributable to common shareholders
      Continuing operations ....................   $ (3,532,807)   $ (2,088,348)
      Discontinued operations ..................     (1,058,006)     (5,557,864)
                                                   ------------    ------------
                                                   $ (4,590,813)   $ (7,646,212)
                                                   ============    ============
 Weighted average shares outstanding ...........     80,615,046      66,454,700
                                                   ============    ============

Loss per common share, basic and diluted:
      Continuing operations ....................   $      (0.04)   $      (0.03)
      Discontinued operations ..................          (0.01)          (0.09)
                                                   ------------    ------------
                                                   $      (0.05)   $      (0.12)
                                                   ============    ============


          Due to the net  losses  in  fiscal  2008 and  fiscal  2007,  basic and
diluted  loss per share  was the same,  as the  effect of  potentially  dilutive
securities would have been  anti-dilutive.  Potentially  dilutive securities not
included in the diluted loss per share  calculation,  due to net losses,  are as
follows:


                                                      Year Ended August 31,
                                                 -----------------------------
                                                    2008                 2007
                                                 -----------------------------
                                                  Underlying         Underlying
     Description                                 Common Shares     Common Shares
     -----------                                 -------------     -------------
Convertible preferred stock .................       591,724            886,324
Convertible notes payable ...................          --            8,803,750
Options .....................................          --              297,055
Warrants ....................................          --               23,784
                                                 -------------     -------------
Total potentially dilutive securities .......       591,724         10,010,913
                                                 =============     =============

SEGMENT INFORMATION

          SFAS No. 131,  "Disclosure About Segments of an Enterprise and Related
Information,"  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 has identified two operating  segments:  telephone and
medical  device.  Our  telephone  and medical  device  segments is  presented as
discontinued operations for all periods presented.

ADVERTISING COSTS

          Advertising  costs  are  expensed  as  incurred  and are  included  in
selling,  general  and  administrative  expenses.  Advertising  expense  totaled
approximately  nil and $2,000  for the years  ended  August  31,  2008 and 2007,
respectively.

                                      F-10

<PAGE>


RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

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

3.  DISCONTINUED OPERATIONS

          Our  Telephone  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 most of the assets of the Telephone
Business and entered  into  discussions  with a  prospective  purchaser.  During
January 2007, we entered into an agreement to sell those assets for an aggregate

                                      F-11

<PAGE>


selling  price of $60,000 in cash.  Under the terms of the sale, we retained the
rights to receivables  generated and deposits made prior to January 31, 2007. We
completed the sale during February 2007. Loss from  discontinued  operations for
our  telephone  business  decreased to nil during the fiscal  2008,  compared to
$93,178,  a decrease in excess of 100% or $93,178 from the comparable  period in
fiscal 2007.  These recurring  losses were the reason behind the disposal of the
telephone business segment in the second quarter of fiscal 2007.

          Operating results of our telephone business are summarized as follows:

                                         Year Ended August 31,
                                       ------------------------
                                          2008          2007
                                       ----------    ----------
Revenue....................            $     --      $  351,568
Cost of Revenue............                  --         210,545
                                       ----------    ----------
  Gross margin.............                  --         141,023
Other operating expenses...                  --         234,201
                                       ----------    ----------
  Loss from discontinued operations..  $     --      $  (93,178)
                                       ==========    ==========

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

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

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

               (a)  The Company has  granted an  exclusive  license to a new IUT
                    subsidiary,   called  "IUTM",  to  develop  and  manufacture
                    products  based on the  Company's  proprietary  information.
                    This proprietary  information is not based on the technology
                    that had been subject to the Master  License  Agreement with
                    the University of Maryland - Baltimore. The Company has also
                    transferred   to  IUTM  a  number  of  items  of  laboratory
                    equipment  and  inventory  useful  in  connection  with  the
                    licensed information.
               (b)  The Company  retains rights to market products based on such
                    information  as well as first  consideration  for  marketing
                    rights for other possible IUTM products.
               (c  In consideration of the license,  the Company has received a
                    10% equity interest in IUTM, which is organized as a private
                    German  limited   liability  company  and  IUT  has  assumed
                    approximately $82,000 of the Company's indebtedness.
               (d)  The Company's  marketing rights have been transferred to its
                    subsidiary,  Oncologix  Corporation and have issued IUTM 10%
                    of the equity ownership of that subsidiary.

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

                                      F-12
<PAGE>
<TABLE>
<CAPTION>


          Net  assets  related  to  discontinued  operations  of our  Oncosphere
business are as follows:


                                                             August 31,     August 31,
                                                                 2008         2007
                                                             --------       --------
<S>                                                          <C>            <C>
Current assets of discontinued operations:
     Prepaid expenses and other current assets ...........   $   --         $104,952
                                                             --------       --------

         Total current assets of discontinued operations .       --          104,952
                                                             --------       --------

Long-term assets of discontinued operations:
     Property and equipment ..............................    141,017        193,541
     Deposits and other assets ...........................       --            6,450
     Investment in joint venture .........................       --           10,000
                                                             --------       --------

         Total long-term assets of discontinued operations    141,017        209,991
                                                             --------       --------

Total assets of discontinued operations ..................   $141,017       $314,943
                                                             ========       ========

Current liabilities of discontinued operations:
     Accounts payable and other accrued expenses .........   $ 95,349       $ 40,018
                                                             --------       --------

Total liabilities of discontinued operations .............   $ 95,349       $ 40,018
                                                             ========       ========

Net assets of discontinued operations ....................   $ 45,668       $274,925
                                                             ========       ========


                                        F-13
</TABLE>

<PAGE>


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



                                            Year Ended August 31,
                                        -----------------------------
                                            2008             2007
                                        ------------     ------------
Operating Expenses:
  General and administrative.......     $    130,817     $    484,080
  Research and development.........          864,513        4,961,531
  Depreciation and amortization....           40,168           18,256
                                        ------------     ------------
  Total operating expenses.........        1,035,498        5,463,867
                                        ------------     ------------
  Loss from operations.............       (1,035,498)      (5,463,867)

Other income (expense):
  Interest income..................              270           10,078
  Interest and finance charges.....             --            (10,864)
  Loss on disposal of assets.......          (13,890)             128
  Loss on inpairment...............          (10,000)            --
  Other income (expenses)..........            1,112              (82)
                                        ------------     ------------
  Total other income (expense).....          (22,508)            (740)
                                        ------------     ------------
  Net Loss from discontinued
     operations                         $ (1,058,006)    $ (5,464,607)
                                        ============     ============


4.       PROPERTY AND EQUIPMENT

          Property and equipment is composed of the following at August 31, 2008
and 2007:

                                               August 31,    August 31,
                                                 2008          2007
                                                 ----          ----
 Furniture ...............................     $   --        $  3,319
 Computer equipment ......................        9,118        11,381
 Software ................................        8,374         8,374
 Equipment ...............................        5,714         9,184
                                               --------      --------

 Total property and equipment at cost ....       23,206        32,258

 Less: accumulated depreciation and
       amortization ......................      (18,679)      (22,477)
                                               --------      --------

                                               $  4,527      $  9,781
                                               ========      ========


          For  fiscal  2008  and  2007,  depreciation  expense  from  continuing
operations related to property and equipment is $2,060 and $2,658, respectively.
For fiscal 2008 and 2007, no depreciation  amounts were included in research and
development costs. No amount included in the above accumulated  depreciation and
amortization balances of $18,679 and $22,477 relates to capitalized software.

5.    COMMITMENTS AND CONTINGENCIES

LEASES:

          In an  effort to  streamline  costs,  we do not have a main  corporate
office. Our Chief Executive Officer works out of him home in Scottsdale, Arizona
and our Chief Financial  Officer  maintains all the corporate records out of his
home in Grand Rapids, Michigan. We maintained our corporate headquarters for the
Company  in   approximately   2,000   square  feet  of  office   space  at  3725
Lawrenceville-Suwannee  Road, Suwanee, Georgia, 30024 until January 31, 2008. We
leased  office space there at a monthly rent of $2,567.  We maintained an office
in  approximately  1,000 square feet located at 2850  Thornhills  Ave. SE, Suite
104,  Grand  Rapids,  MI 49546,  at a monthly  rent of $1,465 under a lease that

                                      F-14

<PAGE>


expired October 31, 2007. Currently we have no monthly lease requirements.  Rent
expense  under   operating   leases  in  2008,   2007  is  $2,930  and  $10,131,
respectively.  There are no future  minimum  lease  payments on these  operating
leases as of August 31, 2008.


EMPLOYMENT AGREEMENTS:

          Currently there are no employment agreements as of August 31, 2008.

RESEARCH AND DEVELOPMENT AGREEMENTS:

          On October 19, 2006,  Oncologix  entered  into an  agreement  with the
Institut fur  Umwelttechnologien  GmbH (IUT) of Berlin Germany  whereby IUT will
provide  development,  manufacturing and testing services in connection with the
development of the feasibility phase of the Oncosphere  program.  The purpose of
this phase was to demonstrate  the commercial  feasibility of the manufacture of
the Oncosphere our proposed radioactive microsphere product for the treatment of
liver cancer.  This contract is for a nine-month  period at a contract  price of
seventy-five  thousand  Euros,  or  approximately  $100,000.  IUT  will  provide
facilities,  radiation  handling  licenses,  and  personnel  with  experience in
chemistry,   and  provide  expertise  radiation   protection,   dosimetry,   and
radio-labeling of organic compounds.  As the initial  feasibility phase has been
successfully  completed,  IUT will continue to support the Oncosphere program in
the Pre-Clinical  Testing Phase through the remainder of the term of the initial
agreement.  Both  parties  will meet to discuss a possible  continuation  of the
support  activities  beyond the initial contract period.  Effective  November 1,
2007,  Oncologix  entered into a revised agreement with IUT to provide continued
support on the  development,  manufacturing  and testing  services in connection
with the pre-clinical  testing phase of the Oncosphere  System.  The contract is
for a six-month  period at a contract  price of ninety-six  thousand  Euros,  or
approximately $145,000. This agreement was terminated effective January 31, 2008
due to our lack of funding.

          During  October  2006,   the  Company   entered  into  a  twelve-month
consulting  agreement  with a medical  physicist.  We agreed to pay a minimum of
$1,050 per month under the terms of the  contract.  The medical  physicist  will
provide  expertise  and  advice  on the  dosimetry  of the  Oncosphere  product;
training on the approved  version of the Prowess  software  for the  development
team; provide updates on guidance documents, rules and trends related to medical
physics and the use of microspheres and microsphere brachytherapy; advice on the
product and design requirements for the delivery system for the Oncosphere;  and
general  microsphere  handling   considerations  and  radiation  safety  program
requirements. This agreement was not renewed and was not in force as of the date
of this report.

          During October 2006, the Company  entered into  consulting  agreements
with two consultants  located in Germany to provide their expertise with respect
to  chemistry  and  radiation  to  assist  us  in  completing  the   development
feasibility phase of the Oncosphere program.  These contracts covered the period
through  February 2007 and have a contract price of  seventy-thousand  Euros and
fifty-thousand Euros (or approximately $91,000 and $65,000), respectively. These
contracts were completed in the second quarter of fiscal 2007.

          We have entered into new  contracts  with two  consultants  located in
Germany to cover the radiation technical support needed to complete pre-clinical
development  activities  through the Clinical  Approval Phase. The new contracts
are for a period of 12 months beginning in March, 2007 ending in February, 2008.
The new base  contract  price for the two German  consultants  for this 12 month
period are  144,000  Euros and  100,000  Euros (or  approximately  $210,000  and
$150,000),  respectively,  and will cover a minimum of two full-time  equivalent
technical resources for the period of the contracts. These consultants will work
in  conjunction   with  IUT  to  provide   adequate   supplies  of  radiolabeled
microspheres to support  pre-clinical testing and human clinical trials. On July
31, 2007 we terminated the 100,000 Euros contract with an effective  termination
date of August 31, 2007.  On January 31, 2008,  we  terminated  the 144,000 Euro
contract. As of the date of this report, neither contract was in force.

          In March, 2007, the Company entered into a research agreement with the
Institut de Cardiologie de Montreal (also known as the Montreal Heart Institute,
or MHI) to conduct an acute animal study using non-radioactive  Oncospheres. The
cost of the initial animal study was approximately $35,000. The animal study was
conducted  at MHI in April,  2007.  The results from this animal study helped to
confirm  the  feasibility  of the  treatment  procedure  and  the  delivery  and
distribution of  microspheres  to the liver.  This animal study was completed in
fiscal 2007.

          During May 2007,  the Company  entered  into an  agreement  with Saint
Joseph's Research Institute (SJRI) in Norcross Georgia to conduct two additional
animal studies relating to the pre-clinical  testing of the Oncosphere  product.

                                      F-15

<PAGE>


The term of the  agreement is to continue  for the time  required to conduct the
two studies.  The first study, a non-radioactive  study, has been completed at a
cost of approximately  $9,000.  The second study began in the second half of the
2007  calendar  year and is  expected  to cost  approximately  $200,000.  We are
planning an additional animal study to begin after December 2007 with SJRI at an
anticipated  cost of $200,000.  We conducted a second  animal study with SJRI in
October 2007.  Due to a lack of funding,  we were unable to fully  complete this
study and  consequently  terminated  our study with SJRI. As of the date of this
report, this contract was not in force.

          On June 11,  2007,  the Company  entered  into a six-month  consulting
agreement  with a medical  doctor.  We agreed to pay  $2,500  per month for this
consulting  contract.  The  doctor  will  provide  inputs  for  the  design  and
development of our microsphere, and provide us access to clinical facilities for
the purposes of  reviewing  activities  associated  with the  handling,  use and
administration  of  microsphere  brachytherapy  products.  This doctor agreed to
accept  unregistered  common  stock as payment  for his  services.  Accordingly,
22,689 shares,  representing  $6,667 in consulting fees are currently  listed in
subscribed  common  stock.  These  shares were issued in October 2007 and valued
based on the  average  market  price of our  common  stock.  This  contract  was
completed and never renewed and is not in force as of the date of this report.

CONSULTING CONTRACT

          In January 2008,  the company  entered into an eight month  consulting
agreement with its Chief Financial Officer,  Michael Kramarz.  Mr. Kramarz is to
perform all his regular  duties he had previously  performed as Chief  Financial
Officer  including the preparation of the Company's  financial  statements,  SEC
Filings, maintenance of corporate records, etc. Mr. Kramarz is to be compensated
$15,000 for January and February 2008 and then $50 per hour worked, for the next
six months,  and will turn in weekly time sheets for  approval.  During the year
ended August 31, 2008, Mr. Kramarz had invoiced the company for $42,400.

                                      F-16

<PAGE>


          SOFTALK:

          Our dispute with Softalk,  previously  reported,  has been settled and
resolved  pursuant to a Settlement  Agreement and Mutual  Release dated June 20,
2007  whereunder  Softalk paid the Company  $10,000 and each party  released the
other from all prior contractual  agreements made between the parties and agreed
to a full  settlement  and  discharge  and mutual  release of all  existing  and
potential claims.

6.    JOINT DEVELOPMENT AGREEMENT

          As part of the acquisition of JDA, Oncologix acquired an investment in
a Joint Development  Agreement with two other entities to create the Microsphere
Treatment Planning System ("MTPS") software.  JDA originally invested $10,000 in
the Joint  Development  Agreement  during 2004 and Oncologix will own 20% of the
MTPS  software  upon  completion  of  development.  Under the terms of the Joint
Development  Agreement,  Oncologix  will be  entitled  to  receive a portion  of
profits from future sales, if any, of the MTPS software.  As of August 31, 2007,
the MTPS  software  development  had stalled,  although we have not given up our
stake in this  investment.  During the 4th quarter of fiscal 2008, we determined
this investment had no value and was subsequently written down to zero.

7.  LICENSE AGREEMENT

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

          On April 7, 2009,  the Company  entered into a  Termination  Agreement
with the  University  of  Maryland -  Baltimore,  The Master  License  Agreement
between the Company and the  University  has been formally  terminated  and each
party has  released  the other  from all  liabilities  arising  under the Master
License Agreement.  Below were the details of the License Agreement prior to its
termination.

8.  FAIR VALUE OF FINANCIAL INSTRUMENTS

          On January 1, 2008,  the Company  adopted  SFAS No.  157,  "Fair Value
Measurements.  SFAS No.  157  defines  fair  value,  establishes  a  three-level
valuation  hierarchy  for  disclosures  of fair value  measurement  and enhances
disclosure requirements for fair value measures. The three levels are defined as
follows:

     o    Level  1  inputs  to  the  valuation  methodology  are  quoted  prices
          (unadjusted) for identical assets or liabilities in active markets.

     o    Level 2 inputs to the valuation  methodology include quoted prices for
          similar assets and liabilities in active markets,  and inputs that are
          observable for the asset or liability,  either directly or indirectly,
          for substantially the full term of the financial instrument.

     o    Level  3  inputs  to  valuation   methodology  are   unobservable  and
          significant to the fair measurement.

          The carrying  amounts  reported in the balance sheets for the cash and
cash equivalents,  receivables and current liabilities each qualify as financial
instruments  and are a  reasonable  estimate of fair value  because of the short
period of time between the  origination of such  instruments  and their expected
realization  and their current  market rate of interest.  The carrying  value of
notes payable  approximates  fair value because  negotiated terms and conditions
are consistent with current market rates as of August 31, 2008 and 2007

                                      F-17

<PAGE>
<TABLE>
<CAPTION>


9.   NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE:

          Convertible  notes  payable  consist of the following as of August 31,
2008 and August 31, 2007:


                                                                           August 31,     August 31,
                                                                             2008           2007
                                                                          -----------    -----------
<C>                                                                       <C>            <C>
8.0% convertible note due December 4, 2008 ............................   $      --      $   350,000

10.0% convertible note due December 31, 2007 ..........................          --          150,000

12.0% convertible note due December 4, 2008 ...........................         2,712           --

8.0% convertible notes due December 4, 2008, net of a discount of $0
     and $349,857 as of August 31, 2008 and August 31, 2007 ...........       200,000        350,143

6.0% convertible notes due December 4, 2008, net of a discount of
     $125,001 and $606,585 as of August 31, 2008 and August 31, 2007...     1,169,999        688,415

6.0% convertible notes due September 17, 2009, net of a discount of
    $279,212 and $0 as of August 31, 2008 and August 31, 2007 .........       810,788           --
                                                                          -----------    -----------

Total unsecured convertible notes payable .............................     2,183,499      1,538,558
Less:  Current portion ................................................    (1,372,711)      (850,143)
                                                                          -----------    -----------

Long-term portion .....................................................   $   810,788    $   688,415
                                                                          ===========    ===========


           The following is a summary of future  minimum  payments on convertible
notes payable as of August 31, 2008:

                                                            Convertible
               Fiscal Year Ending August 31,               Notes Payable
               -----------------------------               -------------
               2009                                         $ 1,372,711
               2010                                         $   810,788


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

          During  October  2006, we entered into note  purchase  agreements  for
convertible promissory notes with five accredited investors for financing in the
aggregate  amount of $250,000.  These notes were payable on March 15, 2007,  and
accrue  interest  at the rate of 10% per  annum  and were  convertible  into our
common stock at a conversion  price of $0.20 per common  share.  We recognized a

                                      F-18
</TABLE>

<PAGE>

beneficial conversion feature in the amount of $193,750 relative to these notes.
During the  second  quarter of fiscal  2007,  holders of notes in the  aggregate
principal  of $100,000  elected to convert  their  notes,  with  unpaid  accrued
interest of $2,774,  into  513,869  shares of common  stock which were issued in
June 2007.  On March 15,  2007,  investors  holding the  remaining  notes in the
principal  amount of $150,000 agreed to extend the due date of their  respective
notes until September 15, 2007. These notes were further extended until December
31, 2007.  During  December 2007, the holder of a $50,000 note extended the note
to June 30, 2008.  During  December 2007,  the holder of the remaining  $100,000
note elected to convert that  principal,  plus accrued  interest of $11,808 into
559,041 shares of common stock.  During May 2008, the remaining $50,000 investor
entered  into an  agreement  whereunder  the  date on  which  payment  is due is
extended  until December 4, 2008, the price at which amounts due under the notes
may be  converted  to shares of common  stock was  reduced  to $0.15 per  share;
provided that any  conversion  effected on or before June 16, 2008 would be at a
price of $0.05 per share.  On June 12,  2008,  the  investor  elected to convert
$58,164 in principal and accrued  interest into 1,163,288 shares of common stock
at an  exercise  price of $0.05 per share.  The  Company  recognized  $43,623 in
conversion  expense  as a result of the  reduction  of the  conversion  price to
induce conversion.

          During December 2006, we issued seven Convertible  Promissory Notes in
an aggregate  principal amount of $480,000.  These Convertible  Promissory Notes
are due  December  4, 2008,  bear  interest  at the rate of 6% per annum and are
convertible into our common stock at a rate of $0.30. The Convertible Promissory
Notes  were  issued  in a  private  offering  of  Units,  each  consisting  of a
Convertible  Promissory  Note and a  warrant  for the  purchase  of one half the
number  of  common  shares  into  which  each  Convertible  Promissory  Note  is
convertible.  The warrants expire on December 4, 2008 and have an exercise price
of $0.50 per share.  We recognized a discount of $58,708 related to the warrants
and a beneficial  conversion feature of $269,541 related to these notes.  During
fiscal 2008,  $165,945 was expensed as interest and finance  charges as a result
of amortizing the discount and beneficial  conversion  feature.  In fiscal 2009,
$480,000 of principal plus accrued interest was converted into common stock. See
Note 15, Subsequent Events for further information on this conversion.

          During  January  2007,  we  issued  fourteen  additional   Convertible
Promissory Notes in an aggregate  principal amount of $485,000 as a continuation
of the private offering of Units that commenced in December, 2006. We recognized
a  discount  of $55,446  related to the  warrants  and a  beneficial  conversion
feature of $300,197  related to these notes.  During  fiscal 2008,  $190,001 was
expensed as interest and finance  charges as a result of amortizing the discount
and beneficial  conversion  feature.  In fiscal 2009, $455,000 of principal plus
accrued interest was converted into common stock. See Note 15, Subsequent Events
for further information on this conversion.

          During   February  2007,  we  issued  eight   additional   Convertible
Promissory Notes in an aggregate  principal amount of $330,000 as a continuation
of the private  offering of Units  described  above. We recognized a discount of
$35,487 related to the warrants and a beneficial  conversion feature of $192,820
related to these notes.  During  fiscal 2008,  $125,638 was expensed as interest
and  finance  charges as a result of  amortizing  the  discount  and  beneficial
conversion  feature. In fiscal 2009, $330,000 of principal plus accrued interest
was converted  into common  stock.  See Note 15,  Subsequent  Events for further
information on this conversion.

          During May and June 2007, we issued nine Convertible  Promissory Notes
in an aggregate principal amount of $700,000. These Convertible Promissory Notes
are  due  May 7,  2008,  bear  interest  at the  rate  of 8% per  annum  and are
convertible into our common stock at a rate of $0.25. We recognized a beneficial
conversion  feature of $501,000  related to these  notes.  During  fiscal  2008,
$349,857 was expensed as interest and finance  charges as a result of amortizing
the beneficial  conversion feature.  During May 2008, the investors entered into
agreements  whereunder  the  dates on which  payment  is due is  extended  until
December  4,  2008,  the  price at which  amounts  due  under  the  notes may be
converted  to shares of common  stock was  reduced to $0.15 per share;  provided
that any  conversion  effected on or before June 16, 2008 would be at a price of
$0.05 per share.  On May 30,  2008,  holders  of two  $25,000  notes  elected to
convert  $54,126 in principal  and accrued  interest  into  1,082,522  shares of
common  stock at an exercise  price of $0.05 per share.  During  June 2008,  the
three  investors  holding  $450,000  in notes  elected  to convert  $499,479  in
principal  and accrued  interest  into  9,989,589  shares of common  stock at an
exercise price of $0.05 per share. The Company recognized $434,201 in conversion
expense  as a  result  of  the  reduction  of the  conversion  price  to  induce
conversion.  Four investors  holding the remaining  $200,000 in principal  notes
have extended until December 4, 2008. In fiscal 2009,  $75,000 of principal plus
accrued interest was converted into common stock. See Note 15, Subsequent Events
for further information on this conversion.

                                      F-19

<PAGE>
<TABLE>
<CAPTION>


          On September 7, 2007, the Company issued to Stanley  Schloz,  a former
member of the Company's  Board of Directors,  a convertible  promissory note for
bridge financing in the principal  amount of $150,000.  This note bears interest
at a rate  of 12%  and is  payable  monthly.  The  principal  is due in  full on
December 15, 2007.  On November 30,  2007,  the Company  repaid  $100,000 of the
principal.  In connection with this  repayment,  Mr. Schloz agreed to extend the
remaining  principal  until January 14, 2008. The note is  convertible  into the
Company's common stock at a conversion  price of $0.20 per common share.  During
May 2008,  Mr.  Schloz  entered into an agreement  whereunder  the date on which
payment is due is extended  until  December 4, 2008,  the price at which amounts
due under the notes may be  converted  to shares of common  stock was reduced to
$0.15 per share;  provided  that any  conversion  effected on or before June 16,
2008  would be at a price of $0.05 per  share.  On June 9,  2008,  the  investor
elected to convert $50,000 in principal into 1,000,000 shares of common stock at
an  exercise  price of $0.05  per  share.  The  Company  recognized  $33,333  in
conversion  expense  as a result of the  reduction  of the  conversion  price to
induce conversion. Mr. Schloz elected to extend $2,712 in accrued interest until
March 31, 2012 which is convertible at $0.15 per share.

          During  September  through  November  2007,  we  issued   twenty-seven
Convertible  Promissory  Notes in an aggregate  principal  amount of $1,090,000.
These Convertible  Promissory Notes are due September 17, 2009, bear interest at
the rate of 6% per annum and are convertible  into our common stock at a rate of
$0.30.  The Convertible  Promissory  Notes were issued in a private  offering of
Units,  each  consisting of a Convertible  Promissory Note and a warrant for the
purchase of the number of common shares into which each  Convertible  Promissory
Note is  convertible.  The  warrants  expire on  September  17, 2009 and have an
exercise price of $0.50 per share. We recognized a discount of $180,330  related
to the warrants and a beneficial conversion feature of $318,330 related to these
notes. During fiscal 2008, $219,448 was expensed as interest and finance charges
as a result of amortizing the discount and beneficial conversion feature.


CONVERTIBLE RELATED PARTY NOTES PAYABLE:


                                                               August 31,     August 31,
                                                                  2008           2007
                                                                --------       --------
<C>                                                             <C>            <C>
10.0% convertible note due December 4, 2008(1) ..............   $ 63,822       $   --

10.0% convertible note due December 4, 2008 .................       --           80,450

10.0% convertible notes due December 4, 2008 ................       --          200,000
                                                                --------       --------

Outstanding unsecured related party convertible notes payable   $ 63,822       $280,450
                                                                ========       ========


(1)  Note resulted from the extension of interest of three convertible notes.


          On March 23, 2005, we issued to Anthony Silverman,  a former member of
our Board of Directors, a Convertible Promissory Note in the principal amount of
$110,000,  convertible  at the option of the holder into  916,667  shares of the
Company's  common stock.  The  Convertible  Promissory Note was due on March 31,
2006 and bears  interest  at the rate of 10% per annum,  payable  monthly and is
convertible  into our  common  stock at a rate of $0.12.  During  May 2008,  Mr.
Silverman entered into an agreement  whereunder the date on which payment is due
is extended  until  December 4, 2008,  the price at which  amounts due under the
notes may be converted to shares of common stock was reduced to $0.15 per share;
provided that any  conversion  effected on or before June 16, 2008 would be at a
price of $0.05 per  share.  On June 9,  2008,  the  investor  elected to convert
$81,700 in principal  and interest into  1,634,000  shares of common stock at an
exercise price of $0.05 per share. No beneficial conversion feature was recorded
as a result of the note extension or conversion. Mr. Silverman elected to extend
$2,299 in accrued  interest  until March 31, 2009 which is  convertible at $0.15
per share. The Company  recognized  $47,658 in conversion expense as a result of
the reduction of the conversion price to induce conversion.

          On July 7,  2006,  we  issued  to Mr.  Silverman  another  Convertible
Promissory Note in the principal amount of $200,000  convertible into our common
stock at a  conversion  price of  $0.30  per  share.  The  Company  subsequently
recorded a  beneficial  conversion  feature of $66,667 in  conjunction  with the
private  placement  issued on December 4, 2006.  This latter note was payable at
the end of 90 days following the date of issue,  accrues interest at the rate of
10% per annum and is convertible  into our common stock at a conversion price of
$0.30 per common share.  Mr. Silverman  subsequently  agreed to extend this note
until January 14, 2008.  During fiscal 2007, we expensed $66,667 as interest and
finance  charges as a result of amortizing  the beneficial  conversion  feature.
During May 2008, Mr. Silverman entered into an agreement  whereunder the date on

                                      F-20
</TABLE>

<PAGE>


which  payment is due is extended  until  December  4, 2008,  the price at which
amounts  due  under the notes  may be  converted  to shares of common  stock was
reduced to $0.15 per share;  provided that any conversion  effected on or before
June 16,  2008  would be at a price of $0.05 per  share.  On May 30,  2008,  the
investor  elected to convert  $237,973 in principal and interest into  4,759,452
shares of common  stock at an  exercise  price of $0.05 per share.  The  Company
recognized  $158,648 in  conversion  expense as a result of the reduction of the
conversion price to induce conversion.

          On December 15, 2006, we issued to Mr.  Silverman a 16-day  promissory
note, for bridge financing in the amount of $200,000. This note accrued interest
at a rate of 10% per annum and was due in full,  including accrued interest,  on
December 31, 2006.  On December 29, 2006,  Mr.  Silverman  agreed to extend this
note until January 31, 2007 and then further  extended  until December 15, 2007.
In  connection  with a $25,000  principal  payment on  November  30,  2007,  Mr.
Silverman  agreed to extend the balance of the note to January 14, 2008.  During
May 2008, Mr. Silverman  entered into an agreement  whereunder the date on which
payment is due is extended  until  December 4, 2008,  the price at which amounts
due under the notes may be  converted  to shares of common  stock was reduced to
$0.15 per share;  provided  that any  conversion  effected on or before June 16,
2008 would be at a price of $0.05 per share. At the time the promissory note was
extended in May 2008,  the Company did not recognize any  beneficial  conversion
feature  on the  reclassification  of  this  promissory  note  to a  convertible
promissory  note. On June 9, 2008, the investor  elected to convert  $175,000 in
principal  into  3,500,000  shares of common stock at an exercise price of $0.05
per share. The Company recognized  $116,667 in conversion expense as a result of
the  reduction  of the  conversion  price to induce  conversion.  Mr.  Silverman
elected to extend  $28,383 in accrued  interest  until December 4, 2008 which is
convertible at $0.15 per share.

          On April 13, 2007, we issued to Mr. Silverman a 45-day promissory note
for bridge financing in the amount of $400,000.  This note accrued interest at a
rate of 8% per annum and was due in full,  including accrued interest on May 28,
2007. This note has been extended until July 31, 2007 and then further  extended
until  December 15, 2007. On November 30, 2007, Mr.  Silverman  agreed to extend
the note to January 14, 2008.  During May 2008,  Mr.  Silverman  entered into an
agreement whereunder the date on which payment is due is extended until December
4, 2008,  the price at which  amounts  due under the notes may be  converted  to
shares of common  stock  was  reduced  to $0.15  per  share;  provided  that any
conversion  effected on or before June 16, 2008 would be at a price of $0.05 per
share.  At the time the note was extended,  during May 2008, the Company did not
recognize any  beneficial  conversion  feature on the  reclassification  of this
promissory note to a convertible  promissory note. On June 9, 2008, the investor
elected to convert  $400,000 in principal into 8,000,000  shares of common stock
at an  exercise  price of $0.05 per share.  The Company  recognized  $266,667 in
conversion  expense  as a result of the  reduction  of the  conversion  price to
induce  conversion.  Mr. Silverman elected to extend $33,140 in accrued interest
until December 4, 2008 which is convertible at $0.15 per share.

          On June 9, 2008, we issued to Mr.  Silverman a convertible  promissory
note for extended  interest expense in the amount of $63,822.  This note accrued
interest at a rate of 10% per annum and was due,  including  accrued interest on
March 31, 2009. In fiscal 2009,  $63,822 of principal plus accrued  interest was
converted  into  common  stock.  See  Note 15,  Subsequent  Events  for  further
information on this conversion.

OTHER NOTES PAYABLE:

          On October 1, 2007, the Company entered into a note payable  agreement
to finance $18,897 of directors and officer's insurance premiums. The note bears
interest at a rate of 10.50% per annum and is due in nine  monthly  installments
of $2,193,  including principal and interest,  beginning on November 1, 2007. On
January 1, 2008 the Company paid $12,801 to settle this note in full.

          As a condition to the  acquisition of JDA, the Company  assumed a note
payable to the State of Maryland Department of Business and Economic Development
("DBED")  in the  amount of  $100,000.  At the time of  assumption,  the  unpaid
principal and interest on this note was $126,055.  The note bears  interest at a
rate of 10% and was paid in full,  including accrued interest of $36,919 on June
30, 2007.

10.  STOCKHOLDERS' EQUITY

PREFERRED STOCK:

          The  Company  is  authorized  to  issue  up to  10,000,000  shares  of
preferred  stock,  in one or more series,  and to determine  the price,  rights,
preferences and privileges of the shares of each such series without any further

                                      F-21

<PAGE>


vote or action by the  stockholders.  The rights of the holders of common  stock
will be subject to, and may be adversely  affected by, the rights of the holders
of any shares of preferred stock that may be issued in the future.

UNITS:

          On March 30,  2003,  the Company  completed  the private  placement of
Units  pursuant to the terms of a Unit  Purchase  Agreement  (the  "Units") with
accredited investors. Each Unit consists of the following underlying securities:
(i)  three  shares of the  Company's  common  stock;  (ii) one share of Series A
Convertible Preferred Stock, par value $.001 per share; and (iii) one three-year
warrant to purchase one share of common stock at a per share price of $0.30. The
warrants expired on March 31, 2006. Each share of Series A Convertible Preferred
Stock is convertible  into two shares of the Company's  common stock in exchange
for $0.10 per common share ($.20 for each Series A Convertible  Preferred  share
converted).  The  securities  underlying  the  Units  are  not to be  separately
tradable or  transferable  apart from the Units until such time as determined by
the  Company's  Board of  Directors.  Our  Board  of  Directors  authorized  the
separation of the Units into their component parts twice,  once in July 2004 and
again in February 2005. Our Board of Directors  again  authorized the separation
of the  Units  in April  2008.  On April  11,  2008  holders  of  100,300  Units
contributed  $20,060 to convert  100,300 shares of preferred  stock into 200,600
shares of common stock.  On June 27, 2008,  holders of 47,000 Units  contributed
$9,400 to convert 47,000 shares of preferred  stock into 94,000 shares of common
stock. As of August 31, 2008 and August 31, 2007, there were 295,862 and 443,162
Units  outstanding  that had not been separated,  respectively.  These units are
presented as their  underlying  securities  on our balance  sheet and consist of
295,862  shares of Series A Preferred  Stock and 887,586  shares of common stock
which is included in the issued and outstanding shares.

SUBSCRIBED COMMON STOCK:

          As of  August  31,  2008,  there are no  shares  of  subscribed  stock
issuable.  As of August 31, 2007, we have 22,689 shares of subscribed stock that
are issuable  for the payment of  consulting  services  from June 11, 2007 until
August 31, 2007, representing a consulting fee of $6,667.

COMMON STOCK:

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

          On July 21,  2008,  the Company  sold  1,500,000  shares of its common
stock, to an accredited investor,  under a stock purchase agreement at $0.01 per
common share.

          On August 5, 2008,  the Company  sold  1,500,000  shares of its common
stock,  to Anthony  Silverman,  our  President and CEO,  under a stock  purchase
agreement at $0.01 per common share.

                                      F-22

<PAGE>
<TABLE>
<CAPTION>


WARRANTS:

          The following  table  summarizes  warrant  activity in fiscal 2008 and
2007:

                                                   Number          Exercise Price
                                                   ------          --------------

Outstanding, August 31, 2006 .............        1,480,751        $0.27 - $2.90
Expired/Retired ..........................       (1,200,000)       $0.32 - $0.50
Exercised ................................             --                   --
Issued ...................................        2,158,326        $        0.50
                                                 ----------        -------------
Outstanding, August 31, 2007 .............        2,439,077        $0.27 - $2.90
                                                 ==========        =============
Expired/Retired ..........................         (230,750)       $0.35 - $2.90
Exercised ................................             --                   --
Issued ...................................        3,690,832        $0.40 - $0.50
                                                 ----------        -------------
Outstanding, August 31, 2008 .............        5,899,159        $0.27 - $0.50
                                                 ==========        =============



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

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

Outstanding, August 31, 2006                          1,480,751

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

Outstanding, August 31, 2007                          2,439,077

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

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


          The remaining  contractual  life of warrants  outstanding as of August
31, 2008 and 2007 was 0.79 years.  Warrants for the  purchase of  5,899,159  and
2,439,077  shares  were  immediately  exercisable  on August  31,  2008 and 2007
respectively with a weighted-average price of $0.50 and $0.51 per share.

STOCK OPTIONS:

          The Company is  authorized  to issue up to 4,600,000  shares of common
stock under its 1997 Stock  Incentive  Plan.  Shares may be issued as  incentive
stock  options,  non-statutory  stock  options,  deferred  shares or  restricted
shares.  Options are granted at the fair market value of the common stock on the
date of the grant and have terms of up to ten years.

          The Company is  authorized  to issue up to 7,500,000  shares of common
stock under its 2000 Stock  Incentive  Plan.  Shares may be issued as  incentive
stock  options,  non-statutory  stock  options,  deferred  shares or  restricted
shares.  Options are granted at the fair market value of the common stock on the
date of the grant and have terms of up to ten years.

                                      F-23
</TABLE>

<PAGE>
<TABLE>


          During the fiscal  years ended  August 31,  2008 and 2007,  we granted
135,000 and 1,135,000  options from the stock incentive  plans described  above,
respectively.  The  fair  value  of  options  granted  is  estimated  using  the
Black-Scholes option pricing model. This model utilizes the following factors to
calculate the fair value of options  granted:  (i) annual dividend  yield,  (ii)
weighted-average  expected life, (iii) risk-free interest rate and (iv) expected
volatility.

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


                                                Year Ended August 31,
                                                ---------------------
                                               2008                  2007
                                          --------------        --------------

   Volatility ......................      81% to 96%            118% to 188%
   Risk free rate ..................      3.375% to 4.50%       4.50% to 4.88%
   Expected dividends ..............      None                  None
   Expected term (in years) ........      6 to 10 years         3 to 6 years


          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.

          SFAS 123(R)  requires the estimation of forfeitures  when  recognizing
compensation  expense and that this estimate of forfeitures be adjusted over the
requisite service period should actual  forfeitures  differ from such estimates.
Changes in estimated forfeitures are recognized through a cumulative adjustment,
which is  recognized  in the  period of change and which  impacts  the amount of
unamortized compensation expense to be recognized in future periods.

          During the fiscal  years ended  August 31,  2008 and 2007,  50,000 and
52,000  employee  options were  exercised,  respectively,  1,131,000 and 250,000
options were forfeited, respectively and 8,333 and 33,333 options expired. As of
August 31,  2008,  $4,537 of total  unrecognized  compensation  cost  related to
employee  stock  options is expected to be  recognized  over a weighted  average
period of  approximately  0.31  years.  Additional  information  relative to our
employee options outstanding at August 31, 2008 is summarized as follows:

                                                                         Options               Options
                                                                       Outstanding           Exercisable
                                                                       -----------           -----------
    <S>                                                                 <C>                   <C>
     Number of options.........................................         4,402,526             4,359,192
     Aggregate intrinsic value of options......................        $     --              $     --
     Weighted average remaining contractual term (years).......              3.23                  3.17
     Weighted average exercise price...........................        $     0.69            $     0.69


          The aggregate  intrinsic value in the table above represents the total
pre-tax  intrinsic value (the difference  between our closing stock price on the
last trading day of the fourth  quarter of fiscal 2008 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, 2008.

                                      F-24
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


          A summary of the Company's stock option activity is as follows:

                                                                                          Weighted Average
                                                    Number of           Option Price       Exercise Price
                                                 Options Granted          Per Share           Per Share
                                                 ---------------          ---------           ---------
<S>                                                     <C>             <C>     <C>                  <C>
Outstanding, August 31, 2006..............               4,657,193       $0.17 - $7.38              $ 0.71
Granted                                                  1,135,000       $0.37 - $0.45                0.42
Exercised                                                  (52,000)      $0.17 - $0.23                0.17
Cancelled                                                 (283,333)      $0.35 - $4.86                0.88
                                               --------------------  ------------------  ------------------
Outstanding, August 31, 2007..............               5,456,860       $0.17 - $7.38              $ 0.64
                                               ====================  ==================  ==================
Granted                                                    135,000       $0.24 - $0.34                0.30
Exercised                                                  (50,000)              $0.23                0.23
Cancelled                                               (1,139,334)      $0.24 - $2.40                0.43
                                               --------------------  ------------------  ------------------
Outstanding, August 31, 2008..............               4,402,526       $0.17 - $7.38              $ 0.69
                                               ====================  ==================  ==================


          We have 3,610,311 and 3,171,665  shares of common stock  available for
future  issuance under our 2000 Stock  Incentive  Plan and 1997 Stock  Incentive
Plan,  respectively,  as of  August  31,  2008 and 2007.  Under  the 2000  Stock
Incentive  Plan and 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. Both of these plans have been approved by our shareholders. During fiscal
2007, the Company sought and received approval from its shareholders to increase
the number of shares issuable under the 2000 Stock Incentive Plan from 5,000,000
to 7,500,000.

          The weighted average fair value of stock options granted during fiscal
2008 and 2007,  for which the exercise  price was equal to the fair market value
of the stock at the time of grant, were $.30 and $.42 per share, respectively.

          During fiscal 2008, we granted 60,000 options to members' of our Board
of Directors at an exercise price of $0.24 per share.  These options vest in one
year.

          During fiscal 2008, we did not grant any options to employees.

          During fiscal 2008, we granted  75,000  options to  consultants  at an
exercise price of $0.34 per share. These options vest in one year.

          During fiscal 2008, 50,000 employee stock options were exercised.  The
exercise of these options resulted in proceeds to the Company of $11,500.

11.      INCOME TAXES

          As of August 31,  2008,  the Company has  federal net  operating  loss
carryforwards  totaling  approximately  $32,600,000 and state net operating loss
carryforwards totaling approximately $2,400,000.  The federal net operating loss
carryforwards  expire in various  amounts  beginning in 2009 and ending in 2028.
The state net operating loss  carryforwards  expire in various amounts beginning
in 2009  and  ending  in 2028.  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.  In  addition,  approximately  $3,200,000  of net
operating  loss  carryforwards  are further  limited to activities in a trade or
business in which the Company is not presently  involved.  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.

          The Financial  Accounting  Standards Board (FASB) has issued Financial
Interpretation   No.  48,   "Accounting   for  Uncertainty  in  Income  Taxes-An
Interpretation  of FASB  Statement  No.  109  (FIN  48).  FIN 48  clarifies  the
accounting  for  uncertainty  in  income  taxes  recognized  in an  enterprise's
financial  statements in accordance with FASB Statement No. 109,  Accounting for
Income Taxes.  FIN 48 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 FIN 48,  the
Company performed a review of its material tax positions. At the adoption date

                                      F-25
</TABLE>

<PAGE>


of May 1, 2007, the Company had no  unrecognized  tax benefit which would affect
the  effective  tax rate.  As of August 31,  2008 and 2007,  the  Company had no
accrued interest and penalties related to uncertain tax positions.

          The income tax benefit for the years ended August 31, 2008 and 2007 is
comprised of the following amounts:

                                                   2008          2007
                                                -----------   -----------
         Current:                               $      --     $      --

         Deferred:
         Federal                                   (636,000)   (1,265,000)
         State                                      828,000      (198,000)
                                                -----------   -----------
                                                    192,000    (1,463,000)
         Valuation Allowance                       (192,000)    1,463,000
                                                -----------   -----------
                                                $      --     $      --

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

                                                   2008          2007
                                                   ----          ----
         Statutory tax rate                        34.0%         34.0%
         State income taxes                         6.0%          5.3%
         Change in valuation allowance           (40.0)%       (39.3)%
         Effective tax rate                         0.0%          0.0%

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

                                                2008               2007
                                            ------------       ------------
         Deferred tax assets (liabilities):
         Property and equipment             $    (16,000)      $     (9,000)
         Intangible assets                          --            1,817,000
         Other                                      --                1,000
         Net operating loss carryforward      11,218,000         11,285,000
                                            ------------       ------------
                                              11,202,000         13,094,000
         Valuation allowance                 (11,202,000)       (13,094,000)
                                            ------------       ------------
                                            $       --         $       --
                                            ============       ============

          SFAS No.  109,  Accounting  for 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 $11,202,000  valuation allowance as
of August 31, 2008 is  necessary  to reduce the net  deferred  tax assets to the
amount that will more likely than not be realized.  The change in the  valuation
allowance  for the current  year is  $1,892,000,  which is net of  approximately
$93,000 of net operating loss benefits that have expired in the current year.

12.  RELATED PARTY TRANSACTIONS AND CONTINGENCIES:

FINANCING WITH RELATED PARTIES:

          During  fiscal  2008 and 2007,  the  Company  entered  into  financing
agreements with several  related  parties of the Company.  Please see Note 9 for
further descriptions of these transactions.

13.  RETIREMENT PLAN

          Effective June 1, 2000, the Company adopted a 401(k)  retirement plan.
Employees  are  eligible  to  participate  in the plan after 90 days of service.
Salary  deferral  may range from 1% to 18%.  The  Company  matches  the  amounts
deferred by the employees,  up to 5% of an employee's  annual  compensation with
50% of the matched amount vesting after the employees' first year of service and
the remaining 50% of the matched amount vesting after the employees' second year
of service. During fiscal 2007, the Company closed this retirement plan.

                                      F-26

<PAGE>
<TABLE>
<CAPTION>


14.  STATEMENTS OF CASH FLOWS

          During  fiscal 2008 and 2007,  the Company  recognized  investing  and
financing activities that affected the balance sheet, but did not result in cash
receipts or payments.

For  fiscal  2008,  these  non-cash  investing  and  financing   activities  are
summarized as follows:

                                                                                              Amount
                                                                                              ------

          <S>                                                                              <C>
               The Company  recognized a discount on the Convertible  Promissory
          Notes issued to many accredited  investors (See Note 8). This discount
          is related to warrants and  beneficial  conversion  feature  issued in
          connection with these notes.                                                     $    623,659

               During fiscal 2008, the Company converted $2,048,553 of principal
          and accrued interest into 39,293,919 shares of its common stock. These
          shares were issued in January and June 2008.                                        2,048,553

               The Company recognized conversion expense as a result of reducing
          the conversion price on notes converted during fiscal 2008.                         1,394,476

               The  Company  issued  65,707  shares in lieu of  annual  interest
          payments.                                                                              19,712


               The Company  recognized  a beneficial  conversion  feature on the
          issuance of 65,707 shares in lieu of interest payments.                                 2,320

               On October 1,  2007,  the  Company  entered  into a note  payable
          agreement to finance  $18,896 of  directors  and  officer's  insurance
          premiums. The note bears interest at a rate of 10.50% per annum and is
          due in nine monthly  installments of $2,193,  including  principal and
          interest,  beginning  on November 1, 2006.  This note was paid in full
          during fiscal 2008.                                                                    18,897
                                                                                           ------------


               Total   non-cash   transactions   from  investing  and  financing
          activities.                                                                      $  4,107,617
                                                                                           ------------

For  fiscal  2007,  these  non-cash  investing  and  financing   activities  are
summarized as follows:

                                                                                              Amount
                                                                                              ------

               The Company  recognized a discount on the Convertible  Promissory
          Notes issued to many accredited  investors (See Note 9). This discount
          is related to warrants and  beneficial  conversion  feature  issued in
          connection with these notes.                                                     $  1,955,837

               During fiscal 2007, the Company  converted  $586,130 of principal
          and accrued interest into 2,930,649 shares of its common stock.  These
          shares were issued in June 2007.                                                      586,130

               On October 1,  2006,  the  Company  entered  into a note  payable
          agreement to finance  $20,756 of  directors  and  officer's  insurance
          premiums. The note bears interest at a rate of 10.25% per annum and is
          due in nine monthly  installments of $2,408,  including  principal and
          interest,  beginning  on November 1, 2006.  This note was paid in full
          during July 2007.                                                                      20,756
                                                                                           ------------

               Total   non-cash   transactions   from  investing  and  financing
          activities.                                                                      $  2,562,723
                                                                                           ============

15.  SUBSEQUENT EVENTS

          On September 1, 2008,  Michael Kramarz,  the Company's Chief Financial
Officer, signed an additional six month consulting agreement.  Mr. Kramarz is to
perform all his regular duties he had previously performed as Chief Financial

                                      F-27
</TABLE>

<PAGE>


Officer  including the preparation of the Company's  financial  statements,  SEC
Filings, maintenance of corporate records, etc. Mr. Kramarz is to be compensated
$50 per hour  worked  and will turn in weekly  time  sheets  for  approval.  Mr.
Kramarz had previously had a consulting  contract for the period of January 2008
through August 2008. Two additional six month  consulting  contracts were signed
on March 1, 2009 and  September  1,  2009,  at the rates of $90 and $70 per hour
worked, respectively.

          On September 17, 2009,  the Company  issued  793,720  shares of common
stock in payment of $39,686 in accrued interest. The annual interest payment due
was in connection with convertible  promissory  notes originally  issued between
September and November  2007.  The company also  recorded  $26,457 in conversion
expense as a result of  reducing  the  conversion  price from $0.30 to $0.05 per
share for this conversion.  Additionally, note holders elected to extend $18,428
in accrued  interest to September 17, 2009.  These shares were issued in October
2009.

          On October 1, 2008, the Company entered into a note payable  agreement
to finance $20,157 of directors and officer's insurance premiums. The note bears
interest at a rate of 9.35% per annum and is due in nine monthly installments of
$2,328,  including  principal and interest,  beginning on November 1, 2007.  The
note was paid in full on July 1, 2009.

          On October 8, 2008,  the  Company  signed an  extension  agreement  to
January 2, 2009 with the  University  of  Maryland to extend the due dates under
the License Agreement. In connection with this extension, the Company issued the
University  of Maryland  2,000,000  shares of common stock which was expensed as
license  fees for $80,000.  In April 2009,  the Company  terminated  its License
Agreement and accordingly, the 2,000,000 shares were returned to the Company and
subsequently retired.

          On  October  13,  2008,  the  company  entered  into a Stock  Purchase
Agreement with an accredited  investor to sell 1,500,000  shares of common stock
at $0.01 per share. The shares were issued in October 2008.

          On  October  13,  2008,  the  company  entered  into a Stock  Purchase
Agreement with its CEO and President, Anthony Silverman to sell 1,500,000 shares
of common stock at $0.01 per share. The shares were issued in October 2008.

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

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

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

               (i)  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.

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

               (k)  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.

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

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

                                      F-28

<PAGE>


plans. While our Management is optimistic as to the outcome of those discussions
and future success in financing, it is not possible to predict the probabilities
of success with any degree of certainty.

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

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


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

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

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

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

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

16.  GOING CONCERN

          The accompanying  consolidated financial statements have been prepared
assuming the Company will continue as a going concern.  The Company has incurred
losses from operations  over the past several years and  anticipates  additional
losses in fiscal 2009 and prior to achieving breakeven.  Originally, as a result
of the  acquisition of JDA and the associated  License  Agreement with the UofM,
the Company is  required,  under the terms of the amended  license  agreement to
raise  substantial  funds for the development of the technology  associated with
the License Agreement.  Due to the termination of the License Agreement in April
2009, we will not be required to raise these additional substantial funds.

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

                                      F-29

<PAGE>


ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE.


          On June 19, 2009, the Board of Directors of the Registrant recommended
and approved the dismissal of Semple,  Marchal & Cooper, LLP as the Registrant's
independent registered public accounting firm effective June 19, 2009.

          The  reports  of  Semple,  Marchal & Cooper,  LLP on the  Registrant's
consolidated financial statements for the fiscal years ended August 31, 2007 and
2006 did not contain any adverse  opinion or  disclaimer of opinion and were not
qualified or modified as to audit scope or accounting principles.  Their opinion
was qualified due to uncertainty as to the Registrant's ability to continue as a
going concern.

          The decision to change the Registrant's  independent registered public
accounting  firm was  recommended  and  approved  by the  Registrant's  Board of
Directors.

          During the fiscal years ended August 31, 2007 and 2006, as well as the
nine-month  period  ended May 31,  2008 and  through  the date of this Form 8-K,
there were no disagreements between the Registrant and Semple, Marchal & Cooper,
LLP on any matter of accounting  principles or  practices,  financial  statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Semple,  Marchal & Cooper, LLP, would have caused Semple,
Marchal  &  Cooper,  LLP  to  make  reference  to  the  subject  matter  of  the
disagreements in connections with its report.


ITEM 9A. CONTROLS AND PROCEDURES

          Our  management  is  responsible  for   establishing  and  maintaining
adequate  internal  control  over  financial  reporting.  Internal  control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f)  promulgated under
the Exchange  Act as a process  designed  by, or under the  supervision  of, the
company's  principal  executive  officer  and  principal  financial  officer and
effected by our board of directors,  management and other personnel,  to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted  accounting  principles  and  includes  those  policies  and
procedures that:

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

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

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

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

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

          The  matters  involving  internal  controls  and  procedures  that our
management considers to be material weaknesses under COSO and SEC rules are: (1)
lack of a functioning  audit committee and lack of independent  directors on our
board of  directors,  resulting  in  potentially  ineffective  oversight  in the
establishment and monitoring of required  internal controls and procedures;  (2)
inadequate  segregation  of  duties  consistent  with  control  objectives;  (3)

                                       19

<PAGE>

insufficient  written  policies and  procedures  for  accounting  and  financial
reporting with respect to the  requirements  and  application of US GAAP and SEC
disclosure requirements;  and (4) ineffective controls over period end financial
disclosure  and  reporting  processes.  The  aforementioned  potential  material
weaknesses were identified by our Chief Financial Officer in connection with the
preparation  of our financial  statements as of March 31, 2009 who  communicated
the matters to our management and board of directors.

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

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

          Although we are unable to meet the standards under COSO because of the
limited funds  available to a company of our size, we are committed to improving
our financial organization. As funds become available, we will undertake to: (1)
create a position to segregate duties  consistent with control  objectives,  (2)
increase our personnel resources and technical  accounting  expertise within the
accounting  function (3) appoint one or more  outside  directors to our board of
directors  who shall be appointed to a Company  audit  committee  resulting in a
fully  functioning  audit  committee  who will  undertake  the  oversight in the
establishment and monitoring of required  internal controls and procedures;  and
(4) prepare and implement  sufficient written policies and checklists which will
set forth procedures for accounting and financial  reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements.

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


ITEM 9B. OTHER INFORMATION

          None

                                       20

<PAGE>


                                    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 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 September 2, 2009:

                     Name               Age       Position held with Company
                     ----               ---       --------------------------
              Anthony Silverman          66     Chief Executive Officer,
                                                President and Director
              Michael Kramarz            40     Chief Financial Officer
              Barry Griffith             40     Director
              Judy Lindstrom             64     Chief Executive Officer,
                                                Director, of Oncologix
                                                Corporation, our subsidiary
              Steven Kurtzman, MD        47     Director, Oncologix Corporation,
                                                our subsidiary

          ANTHONY SILVERMAN,  who resigned as a member of our Board of Directors
on October 12, 2007,  was  appointed  President  and CEO on April 3, 2009 and is
also Chairman of the board. Mr. Silverman also manages his personal investments.
Mr.  Silverman has been a shareholder of BestNet since April 2002. Mr. Silverman
was Founder,  Chairman and CEO of Paradise Valley  Securities from 1987 to 1999.
For  most of his  40-year  career  in the  securities  business,  Mr.  Silverman
concentrated  in  transactions  for the  financing  of micro-cap  and  small-cap
companies.  Mr.  Silverman has led financings  aggregating over $500 million for
close to 100 companies,  including  diverse  industries  such as airlines,  food
products, telecommunications, retail, media and life sciences.

          MICHAEL  A.  KRAMARZ  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 and accounting 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.

          BARRY  GRIFFITH has been a director of the company  since  December of
2004.  Mr.  Griffith  brings 15 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 a distributor  for the St. Jude Medical CRM
division. Prior to that, he was Northeast Area Sales Manager with Cardiovascular
Systems,  Inc., Director of Sales for Calypso Medical  Technologies and held the
Western Area Director roles with Novoste and Isoray.  Isoray is introducing  the
new Prostate Brachytherapy Isotope Cesium 131.

          JUDY  LINDSTROM  was  appointed  to our Board of Directors on June 25,
2007. On January 4, 2008 Ms.  .Lindstrom was elected  Chairman of the Board.  On
February 18, 2008,  Ms.  Lindstrom was appointed  President and Chief  Executive
Officer. On April 1, 2009, Ms. Lindstrom resigned her positions but still serves
as President and Director on the Board of our Subsidiary, Oncologix Corporation.
Prior to  Oncologix,  Ms.  Lindstrom  was Chief  Operating  Officer  of the U.S.
division of Portland  Orthopedics.  A  privately-held  company  headquartered in
Sydney,  Australia.  She has also been a director  and business  consultant  for
Genis, a private company in Iceland, developing bone regeneration technology. Ms
Lindstrom was Executive Vice President,  Global Sales and Marketing,  for Wright
Medical  Technology,  Inc.  She was  President  and Chief  Executive  Officer of
Neovision.  Ms Lindstrom was President for MicroAire Surgical Instruments,  Inc.
Ms.  Lindstrom  also served as General  Manager for two  operating  divisions of
Baxter International,  V. Mueller Endoscopy and Edward Orthopedics.  She was the
first  woman  promoted  to General  Manager  for a Baxter  operating  unit.  Ms.
Lindstrom  served on the board of directors of Everest  Medical  Corporation  (a
NASDAQ  listed  company prior to its  acquisition  in April,  2000),  Novoste (a
NASDAQ listed  company) and served on the board of AdvaMed  (formerly the Health
Industry Manufacturers Association).

                                       21

<PAGE>


          STEVEN KURTZMAN, MD. was elected to our Board of Directors on June 25,
2007. On April 1, 2009, Dr. Kurtzman  resigned her positions but still serves as
Director on the Board of our Subsidiary,  Oncologix Corporation.  He has been an
advisor to our Company and has been the Medical Director of IsoRay Medical, Inc.
a publicly traded company since January 2006.  IsoRay  manufactures  and markets
radiation  devices for  brachytherapy  primarily  for the treatment of prostrate
cancer.  He has,  since 1998,  been  practicing  medicine in the San  Francisco,
California,  Bay area  specializing in radiation  oncology.  He is currently the
Director of Brachytherapy for Western Radiation Oncology,  P.C. He is considered
an expert in the  management  of prostate  cancer and has lectured on and taught
prostate brachytherapy  nationally. He holds a BA from Cornell University and is
a graduate of Case Western Reserve  University School of Medicine.  He completed
his residency  training in radiation  oncology at the Hospital of the University
of Pennsylvania.

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 and 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, 2008.

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 fur 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.

                                       22

<PAGE>
<TABLE>
<CAPTION>


ITEM 11.  EXECUTIVE COMPENSATION

          The following  table  summarizes  all  compensation  paid for services
rendered to Oncologix for the fiscal years ended August 31, 2008 and 2007 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


                                                                                               Non-qualified
                                                                                Nonequity        deferred      All Other
     Name and Principal                                   Stock      Option   incentive plan   compensation     compen-      Other
          Position            Year    Salary   Bonus ($) awards($)  awards($) compensation($)   earnings($)    sation($)    Total($)
          --------            ----    ------   --------- ---------  --------- ---------------   -----------    ---------    --------
<S>                           <C>    <C>        <C>       <C>       <C>           <C>             <C>         <C>           <C>
Judy Lindstrom ............   2008   $118,358   $  --     $  --     $  1,828      $  --           $  --       $  2,000      $122,186
Chief Executive Officer
and                           2007   $   --     $  --     $  --     $ 24,722      $  --           $  --       $  1,000      $ 25,722
Chairman of the Board (1)

Andrew M. Green ...........   2008   $ 66,666   $  --     $  --     $   --        $  --           $  --       $   --        $ 66,666
CEO and President (2) .....   2007   $183,333   $  --     $  --     $  3,104      $  --           $  --       $   --        $186,437

Stanley L. Schloz .........   2008   $ 19,833   $  --     $  --     $   --        $  --           $  --       $  2,000      $ 21,833
Chariman of the Board (3) .   2007   $ 62,333   $  --     $  --     $  3,104      $  --           $  --       $ 11,000      $ 76,437

Dr. Andrew M. Kennedy .....   2008   $ 70,000   $  --     $  --     $   --        $  --           $  --       $   --        $ 70,000
CMO (4) ...................   2007   $220,000   $  --     $  --     $  3,104      $  --           $  --       $   --        $223,104

Adam Lowe .................   2008   $ 66,666   $  --     $  --     $   --        $  --           $  --       $   --        $ 66,666
COO (5) ...................   2007   $183,333   $  --     $  --     $  5,326      $  --           $  --       $   --        $188,659

Michael A. Kramarz ........   2008   $ 64,291   $  --     $  --     $   --        $  --           $  --       $   --        $ 64,291
Chief Financial Officer (6)   2007   $ 74,833   $  --     $  --     $   --        $  --           $  --       $   --        $ 74,833

     (1)  Ms.  Lindstrom was  appointed to the  Company's  Board of Directors on
          June 25, 2007. On January 4, 2008, Ms.  Lindstrom was elected Chairman
          of the  Board.  On  February  18,  2008,  Ms.  Lindstrom  was  elected
          President and CEO with an annual salary of $200,000. On June 25, 2007,
          Ms.  Lindstrom  was granted  options to purchase  20,000 shares of our
          common stock at a per share exercise  price of $0.37 per share.  These
          options vest as follows:  1/3 vest immediately;  1/3 vest in one year;
          1/3 vest in two years.  On July 6, 2007,  Ms.  Lindstrom  was  granted
          options to purchase  100,000 shares of our common stock at a per share
          exercise  price of $0.40 which vest in one year. On December 19, 2007,
          Ms.  Lindstrom  was granted  options to purchase  10,000 shares of our
          common  stock at a per share  exercise  price of $0.24 and vest in one
          year.

     (2)  Mr. Green was  appointed to the  Company's  Board of Directors on July
          26, 2006.  Mr. Green has an  employment  agreement  with the Company's
          subsidiary,  Oncologix Corporation,  where his is to be paid an annual
          salary of $180,000.  On June 25, 2007 the Board of Directors appointed
          Mr.  Green Chief  Executive  Officer  and  approved an increase in Mr.
          Green's  annual  salary to $200,000.  On February 18, 2008,  Mr. Green
          resigned as Chief  Executive  Officer and resigned  from the Company's
          Board of  Directors.  On  December  19,  2006,  Mr.  Green was granted
          options to purchase  10,000  shares of our common stock at a per share

                                       23
</TABLE>

<PAGE>


          exercise  price of $0.45 and vest in one year.  On December  19, 2007,
          Mr. Green was granted  options to purchase 10,000 shares of our common
          stock at a per  share  exercise  price of $0.24  and vest in one year.
          These options were cancelled upon resignation.

     (3)  Mr. Schloz was appointed  President on November15,  2004.  Pursuant to
          his agreement,  he was to receive annual  compensation of $54,000.  On
          July 27, 2006, the Company's Board of Directors authorized an increase
          in annual  compensation  to $68,000.  Also on that date,  the Board of
          Directors authorized a $10,000 bonus. Mr. Schloz also receives $12,000
          annually for service on the Company's Board of Directors.  On June 25,
          2007,  Mr. Schloz was elected as the  Company's  Chairman of the Board
          and  subsequently  stepped  down  as  President  and  Chief  Executive
          Officer.  On December 27, 2007, Mr. Schloz resigned from the Company's
          Board of  Directors.  On December  19,  2006,  Mr.  Schloz was granted
          options to purchase  10,000  shares of our common stock at a per share
          exercise price of $0.45 and vest in one year.

     (4)  Dr. Kennedy was appointed to the Company's  Board of Directors on July
          26, 2006. Dr.  Kennedy has an employment  agreement with the Company's
          subsidiary,  Oncologix Corporation,  where his is to be paid an annual
          salary of $240,000.  On January 28, 2008, Dr.  Kennedy  resigned as an
          officer  and  resigned  from  the  Company's  Board of  Directors.  On
          December 19, 2006, Dr. Kennedy was granted  options to purchase 10,000
          shares of our common stock at a per share  exercise price of $0.45 and
          vest in one year.  On  December  19,  2007,  Dr.  Kennedy  was granted
          options to purchase  10,000  shares of our common stock at a per share
          exercise  price of $0.24  and vest in one  year.  These  options  were
          cancelled upon resignation.

     (5)  Mr. Lowe has an employment  agreement  with the Company's  subsidiary,
          Oncologix  Corporation,  where his is to be paid an  annual  salary of
          $180,000.  On June 25, 2007 the Board of Directors  appointed Mr. Lowe
          Chief Operating  Officer and approved an increase in Mr. Lowe's annual
          salary to $200,000.  On February 18, 2008,  Mr. Lowe resigned as Chief
          Operating  Officer and resigned from the Company's Board of Directors.
          On June 25,  2007,  Mr.  Lowe was granted  options to purchase  20,000
          shares of our  common  stock at a per share  exercise  price of $0.38.
          These options vest as follows:  1/3 vest immediately;  1/3 vest in one
          year;  1/3 vest in two years.  On  December  19,  2007,  Mr.  Lowe was
          granted options to purchase 10,000 shares of our common stock at a per
          share exercise price of $0.24 and vest in one year. These options were
          cancelled upon resignation.

     (6)  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.
          Effective  January  1, 2008,  Mr.  Kramarz  has been  serving as Chief
          Financial Officer on a consulting basis.

EMPLOYMENT AGREEMENTS

          On July 26,  2006,  the  Company,  through  its  subsidiary  Oncologix
Corporation,  entered  into an  employment  agreement  with Dr.  Andrew  Kennedy
whereby Dr.  Kennedy is to serve as the Company's  Chief  Scientific and Medical
Officer.  The term of the agreement is two years, and will automatically  extend
for  additional  one  year  term on each  anniversary  date  unless  the term is
modified or terminated  in  accordance  with the terms of the agreement at least
sixty days prior to such  anniversary  dates.  The  agreement  provides that Dr.
Kennedy  will  receive  annual  compensation  of  $240,000.  Dr.  Kennedy  is to
participate in any benefit plans provided to executive employees of the Company,
and to a bonus at the discretion of the Board of Directors. He waived his salary
for the months of August and September, 2007. This agreement was terminated upon
resignation.

          On July 26,  2006,  the  Company,  through  its  subsidiary  Oncologix
Corporation,  entered into an employment agreement with Andrew Green whereby Mr.
Green is to serve as the  Company's  Chief  Executive  Officer.  The term of the
agreement is two years,  and will  automatically  extend for additional one year
term on each  anniversary  date  unless the term is modified  or  terminated  in
accordance  with the terms of the  agreement  at least  sixty days prior to such
anniversary  dates.  The agreement  provides that Mr. Green will receive  annual
compensation  of $180,000.  Mr.  Green is to  participate  in any benefit  plans
provided to executive employees of the Company, and to a bonus at the discretion
of the Board of  Directors.  Effective as of July 1, 2007,  Mr.  Green's  annual
compensation  was  increased to $200,000.  This  agreement was  terminated  upon
resignation.

          On July 26,  2006,  the  Company,  through  its  subsidiary  Oncologix
Corporation,  entered into an  employment  agreement  with Adam Lowe whereby Mr.
Lowe is to serve  as the  Company's  Chief  Operating  Officer.  The term of the
agreement is two years,  and will  automatically  extend for additional one year

                                       24

<PAGE>
<TABLE>
<CAPTION>

term on each  anniversary  date  unless the term is modified  or  terminated  in
accordance  with the terms of the  agreement  at least  sixty days prior to such
anniversary  dates.  The agreement  provides  that Mr. Lowe will receive  annual
compensation  of  $180,000.  Mr. Lowe is to  participate  in any  benefit  plans
provided to executive employees of the Company, and to a bonus at the discretion
of the Board of  Directors.  Effective  as of July 1, 2007,  Mr.  Lowe's  annual
compensation  was  increased to $200,000.  This  agreement was  terminated  upon
resignation.


                                   OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END


                                                  Option awards
 -----------------------------------------------------------------------------------------------------------------
                                                         Equity incentive
                                                            plan awards:
                          Number of         Number of        number of
                         securities       securities        securities
                         underlying       underlying        underlying
                        unexercised       unexercised       unexercised
Name and Principal        options           options          unearned        Option exercise    Option expiration
    Position         (#) Exercisable  (#) Unexercisable     options (#)          price($)              date
    --------         ---------------  -----------------     -----------          --------              ----

<S>                      <C>                <C>                  <C>           <C>                  <C>
Judy Lindstrom           13,333             6,667                --            $    0.37            06/26/17
                        100,000              --                  --            $    0.40            07/06/13
                         10,000              --                  --            $    0.24            12/19/17


Michael A. Kramarz       45,000              --                  --            $    1.33            09/16/12
                         10,000              --                  --            $    0.53            12/12/12
                         30,000              --                  --            $    0.50            10/06/13
                         50,000              --                  --            $    0.23            07/15/14
                         20,000              --                  --            $    0.17            03/24/15
                        100,000              --                  --            $    0.40            03/22/13



                                                     Stock awards
                        -------------------------------------------------------------------------------
                                                                  Equity incentive    Equity incentive
                                                                   plan awards:        plan awards:
                                                                     number of       market or payout
                             Number of         Market value      unearned shares,   value of unearned
                        shares or units of  of shares or units    units or other     shares, units or
                         stock that have   of stock that have   rights that have   other rights that
                          not vested (#)      not vested ($)      not vested (#)    have not vested ($)
                          --------------      --------------      --------------    -------------------

Judy Lindstrom                --                  $   --                --                $   --
                              --                  $   --                --                $   --
                              --                  $   --                --                $   --


Michael A. Kramarz            --                  $   --                --                $   --
                              --                  $   --                --                $   --
                              --                  $   --                --                $   --
                              --                  $   --                --                $   --
                              --                  $   --                --                $   --
                              --                  $   --                --                $   --

Options Grants

          On June 26, 2007,  Ms.  Lindstrom  was granted  options to purchase an
aggregate of 20,000 shares of our common stock at an exercise price of $0.37 per
share. These options vest as follows: one-third vest immediately, one-third vest
in one year, one-third vest in two years.

          On July 6, 2007, Ms.  Lindstrom,  Mr.  Griffith and Dr.  Kurtzman were
each granted  options to purchase an  aggregate of 100,000  shares of our common
stock at an exercise price of $0.40 per share. These options vest in one year.


Option Exercise

          During the fiscal year ended August 31,  2007,  Mr.  Schloz  exercised
20,000  options at an exercise  price of $0.165 per share  resulting on funds to
the  Company  of  $3,300.  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.

                                       25

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                         DIRECTOR COMPENSATION


                                                                                    Non-qualified
                         Fees earned                                 Nonequity        deferred
Name and Principal       or paid in       Stock       Option      incentive plan    compensation      All Other         All Other
     Position             cash ($)      awards($)    awards($)    compensation($)    earnings($)    compensation($)      Total($)
     --------             --------      ---------    ---------    ---------------    -----------    ---------------      --------
<S>                       <C>             <C>        <C>               <C>              <C>             <C>              <C>
Barry Griffith            $ 2,000         $  --      $ 1,828           $  --            $  --           $  --            $ 3,828

Dr. Steven Kurtzman       $ 1,000         $  --      $ 1,828           $  --            $  --           $  --            $ 2,828

Anthony Silverman         $ 1,000         $  --      $  --             $  --            $  --           $  --            $ 1,000

          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  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.

          All of the  directors  waived  all fees for the  months of August  and
September,  2007,  and Dr.  Kennedy  waived his salary for the same  period.  In
addition,  Mr.  Schloz  waived his salary as  Chairman  for the month of August,
2007. Board members have not waived any monthly fees since October 2007.

                                       26
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

          The  following  table sets forth as of  September  15,  2009,  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)
--------------        -----------------------                    -----------------------    ------------
<S>                   <C>                                              <C>                    <C>
Common Stock          Judy Lindstrom                                  100,000 (4)             0.06%

Common Stock          Michael Kramarz                                 255,000 (5)             0.16%

Common Stock          Barry Griffith                                  509,000 (6)             0.33%

Common Stock          Anthony Silverman                            22,600,302 (7)            14.49%

Common Stock          Investor Company                             10,736,745 (8)             6.89%
                      c/o Mountainview Asset Mgmt. 5J5131
                      77 Bloor Street W., 3rd Floor
                      Toronto, Ontario  M4Y 2T1

Common Stock          Michele De Gregorio, MD                       8,361,369 (9)             5.36%
                      4550 Northridge Court
                      West Bloomfield, MI  48323

Common Stock          Andrew Kennedy, MD                           13,949,738 (10)            8.95%
                      307 Devonhall Lane
                      Cary, NC  27518

Common Stock          Jeff Franco                                  13,949,738 (11)            8.95%
                      6501 Autumn Wind Circle
                      Clarksville, MD  21029

Common Stock          All directors and executive officers         23,464,302                14.96%
                      as a group


      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 September 8, 2009 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  155,900,625
          shares of Common Stock outstanding as of September 8, 2009

     (4)  Includes 100,000 shares subject to vested options.

     (5)  Includes 255,000 shares subject to vested options.

     (6)  Includes  500,000 shares subject to vested options and 9,000 shares of
          stock underlying units held.

     (7)  Includes 70,000 shares subject to vested options,  direct ownership of
          24,403,524 shares

     (8)  Includes direct ownership of 10,736,745 shares.

     (9)  Includes direct ownership of 8,361,369 shares.

     (10) Includes  direct  ownership of  13,949,738  shares  indicated of which
          8,369,842 are subject to an escrow agreement.

     (11) Includes  direct  ownership of  13,949,738  shares  indicated of which
          8,369,842 are subject to an escrow agreement.

                                       27
</TABLE>

<PAGE>


ITEM  13.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
INDEPENDENCE


          On March 23, 2005, we issued to Anthony Silverman,  a former member of
our Board of Directors, a Convertible Promissory Note in the principal amount of
$110,000,  convertible  at the option of the holder into  916,667  shares of the
Company's  common stock.  The  Convertible  Promissory Note was due on March 31,
2006 and bears  interest  at the rate of 10% per annum,  payable  monthly and is
convertible  into our  common  stock at a rate of $0.12.  During  May 2008,  Mr.
Silverman entered into an agreement  whereunder the date on which payment is due
is extended  until  December 4, 2008,  the price at which  amounts due under the
notes may be converted to shares of common stock was reduced to $0.15 per share;
provided that any  conversion  effected on or before June 16, 2008 would be at a
price of $0.05 per  share.  On June 9,  2008,  the  investor  elected to convert
$81,700 in principal  and interest into  1,634,000  shares of common stock at an
exercise price of $0.05 per share. No beneficial conversion feature was recorded
as a result of the note extension or conversion. Mr. Silverman elected to extend
$2,299 in accrued  interest  until March 31, 2009 which is  convertible at $0.15
per share. The Company  recognized  $47,658 in conversion expense as a result of
the reduction of the conversion price to induce conversion.

          On July 7,  2006,  we  issued  to Mr.  Silverman  another  Convertible
Promissory Note in the principal amount of $200,000  convertible into our common
stock at a  conversion  price of  $0.30  per  share.  The  Company  subsequently
recorded a  beneficial  conversion  feature of $66,667 in  conjunction  with the
private  placement  issued on December 4, 2006.  This latter note was payable at
the end of 90 days following the date of issue,  accrues interest at the rate of
10% per annum and is convertible  into our common stock at a conversion price of
$0.30 per common share.  Mr. Silverman  subsequently  agreed to extend this note
until January 14, 2008.  During fiscal 2007, we expensed $66,667 as interest and
finance  charges as a result of amortizing  the beneficial  conversion  feature.
During May 2008, Mr. Silverman entered into an agreement  whereunder the date on
which  payment is due is extended  until  December  4, 2008,  the price at which
amounts  due  under the notes  may be  converted  to shares of common  stock was
reduced to $0.15 per share;  provided that any conversion  effected on or before
June 16,  2008  would be at a price of $0.05 per  share.  On May 30,  2008,  the
investor  elected to convert  $237,973 in principal and interest into  4,759,452
shares of common  stock at an  exercise  price of $0.05 per share.  The  Company
recognized  $158,648 in  conversion  expense as a result of the reduction of the
conversion price to induce conversion.

          On December 15, 2006, we issued to Mr.  Silverman a 16-day  promissory
note, for bridge financing in the amount of $200,000. This note accrued interest
at a rate of 10% per annum and was due in full,  including accrued interest,  on
December 31, 2006.  On December 29, 2006,  Mr.  Silverman  agreed to extend this
note until January 31, 2007 and then further  extended  until December 15, 2007.
In  connection  with a $25,000  principal  payment on  November  30,  2007,  Mr.
Silverman  agreed to extend the balance of the note to January 14, 2008.  During
May 2008, Mr. Silverman  entered into an agreement  whereunder the date on which
payment is due is extended  until  December 4, 2008,  the price at which amounts
due under the notes may be  converted  to shares of common  stock was reduced to
$0.15 per share;  provided  that any  conversion  effected on or before June 16,
2008 would be at a price of $0.05 per share. At the time the promissory note was
extended in May 2008,  the Company did not recognize any  beneficial  conversion
feature  on the  reclassification  of  this  promissory  note  to a  convertible
promissory  note. On June 9, 2008, the investor  elected to convert  $175,000 in
principal  into  3,500,000  shares of common stock at an exercise price of $0.05
per share. The Company recognized  $116,667 in conversion expense as a result of
the  reduction  of the  conversion  price to induce  conversion.  Mr.  Silverman
elected to extend  $28,383 in accrued  interest  until December 4, 2008 which is
convertible at $0.15 per share.

          On April 13, 2007, we issued to Mr. Silverman a 45-day promissory note
for bridge financing in the amount of $400,000.  This note accrued interest at a
rate of 8% per annum and was due in full,  including accrued interest on May 28,
2007. This note has been extended until July 31, 2007 and then further  extended
until  December 15, 2007. On November 30, 2007, Mr.  Silverman  agreed to extend
the note to January 14, 2008.  During May 2008,  Mr.  Silverman  entered into an
agreement whereunder the date on which payment is due is extended until December
4, 2008,  the price at which  amounts  due under the notes may be  converted  to
shares of common  stock  was  reduced  to $0.15  per  share;  provided  that any
conversion  effected on or before June 16, 2008 would be at a price of $0.05 per
share.  At the time the note was extended,  during May 2008, the Company did not
recognize any  beneficial  conversion  feature on the  reclassification  of this
promissory note to a convertible  promissory note. On June 9, 2008, the investor
elected to convert  $400,000 in principal into 8,000,000  shares of common stock
at an  exercise  price of $0.05 per share.  The Company  recognized  $266,667 in
conversion  expense  as a result of the  reduction  of the  conversion  price to
induce  conversion.  Mr. Silverman elected to extend $33,140 in accrued interest
until December 4, 2008 which is convertible at $0.15 per share.

                                       28

<PAGE>


On June 9, 2008, we issued to Mr.  Silverman a convertible  promissory  note for
extended  interest expense in the amount of $63,822.  This note accrued interest
at a rate of 10% per annum and was due,  including accrued interest on March 31,
2009. In fiscal 2009,  $63,822 of principal plus accrued  interest was converted
into common stock.  See Note 14,  Subsequent  Events for further  information on
this conversion.

          On  October  13,  2008,  the  company  entered  into a Stock  Purchase
Agreement with its CEO and President, Anthony Silverman to sell 1,500,000 shares
of common stock at $0.01 per share. The shares were issued in October 2008.

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,  2008 and 2007 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, 2008       August 31, 2007
                                          ---------------       ---------------
         (i)     Audit Fees                 $   66,381            $   105,000
         (ii)    Audit Related Fees         $   48,480            $    41,000
         (iii)   Tax Fees                   $    8,089            $     9,000
         (iv)   All Other Fees              $    5,521            $      --

                                       29

<PAGE>
<TABLE>
<CAPTION>


ITEM 15. EXHIBITS, LIST AND REPORTS ON FORM 8-K.

(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
       ------                                   ---------------------                               ------

        <S>            <C>                                                                           <C>
         2.1           Agreement of Merger and Plan of Reorganization between BestNet                (9)
                       Communications Corp, Oncologix Corporation and JDA Medical
                       Technologies, Inc.

         3.1           Articles of Incorporation, as originally filed with the Nevada                (1)
                       Secretary of State on February 19, 1998, and as amended to date

         3.3           Certificate of Amendment to Articles of Incorporation, as originally          (6)
                       filed with the Nevada Secretary of State.

         3.4           Amended Certificate of Designations, Rights, Preferences and                  (6)
                       Limitations of Series A Convertible Preferred Stock, as originally
                       filed with the Nevada Secretary of State on November 19, 2003.

         3.5           Amended Certificate of Designations, Rights, Preferences and                  (6)
                       Limitations of Series B Convertible Preferred Stock, as originally
                       filed with the Nevada Secretary of State on November 19, 2003.

         3.6           Amended Certificate of Designations, Rights, Preferences and                  (6)
                       Limitations of Series C Convertible Preferred Stock, as originally
                       filed with the Nevada Secretary of State on November 19, 2003.

         3.7           Amended and Restated Bylaws of BestNet Communications Corp.                   (8)

         3.8           Certificate of Amendment of Articles of Incorporation, as originally          (11)
                       filed with the Nevada Secretary of State.

          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           (3)
                       the Placement Agent

        10.2           Registration Rights Agreement between Wavetech, the Investor and the          (3)
                       Placement Agent

        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)           (5)
                       Inc. and Wavetech International, Inc. dated October 25, 1999

        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.,           (5)
                       Interpretel (Canada) Inc. and Softalk, Inc. dated November 13, 1999

        10.10          Minutes of Settlement between BestNet Communications Corp. and                (8)
                       Softalk, Inc.

        10.11          Lease Agreement Dated November 1, 2005, by and between Noto's                 (10)
                       Properties LLC. and Bestnet

        10.12          Lease Agreement Dated July 25, 2006, by and between R & J Ventures            (10)
                       LLC. and Oncologix Corporation

                                                    30
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


        <S>            <C>                                                                           <C>
        10.13          Lease Agreement Dated July 12, 2006, by and between Office Suites Plus        (10)
                       and Oncologix Corporation

        10.14          Form of Note and Warrant Purchase Agreement between BestNet and               (10)
                       Mountainview Opportunistic Growth Fund LP

        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 Andrew M. Green                                   *

        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 Chisholm, Bierwolf, Nilson & Morrill, LLC.                          *

-------------------
*        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  reverence  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

                                       31
</TABLE>

<PAGE>


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

        September 4, 2007     Oncologix Tech, Inc. issues convertible promissory
                              note with Chairman of the Board.

        September 13, 2007    Oncologix  Tech,  Inc.  issues press release dated
                              September 10, 2007.

        October 12, 2007      Resignation of Director from Oncologix  Tech, Inc.
                              Board of Directors


        November 26, 2007     Oncologix  Tech,  Inc.  issues press release dated
                              November 26, 2007.

                                       32

<PAGE>


                                   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.



                                            ONCOLOGIX TECH, INC.


Date:  November 4, 2009                     By:   /s/  Anthony Silverman
                                               --------------------------------
                                                       Anthony Silverman
                                                       Chief Executive Officer
                                                       and President


Date:  November 4, 2009                     By:   /s/  Michael A. Kramarz
                                               --------------------------------
                                                       Michael A. Kramarz
                                                       Chief Financial Officer


          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/  Anthony Silverman                              Date:  November 4, 2009
   --------------------------------------------------
          Anthony Silverman, Chief Executive Officer,
          President and Director

By:  /s/  Michael A. Kramarz                             Date:  November 4, 2009
   --------------------------------------------------
          Michael A. Kramarz, Chief Financial Officer

By:  /s/  Barry Griffith                                 Date:  November 4, 2009
   --------------------------------------------------
          Barry Griffith, Director

                                       33