UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C.
20549



FORM 10-Q

|  |  |                                                                                  
|- |  | ---------------------------------------------------------------------------------
|þ |  | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934



For the quarterly period ended January 31, 2013.

|  |  |                                                                
|- |  | ---------------------------------------------------------------
|o |  | Transition report under Section 13 or 15(d) of the Exchange Act



For the transition period from ________ to ________.



Commission file number 000-28761



CARDIOGENICS HOLDINGS INC.

(Exact name of registrant as specified in
its Charter)



|                                                                                      |  |                                                                
|------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------
|Nevada
        (State or other jurisdiction of
        incorporation or organization) |  | 88-0380546
        (I.R.S. Employer
        Identification No.)



6295 Northam Drive, Unit
8

Mississauga, Ontario L4V 1WB

(Address of Principal Executive Offices)



(905) 673-8501

(Registrant’s Telephone Number, Including
Area Code)



Indicate by check mark whether the Issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities 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.



YesþNoo



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 or the Exchange Act. (Check one):



| | Large Accelerated filer | o | Accelerated Filer         | o
| | ----------------------- | - | ------------------------- | -
| | Non-Accelerated Filer   |  ̈ | Smaller Reporting Company | þ

(Do not check if a smaller reporting company)



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



YesoNoþ



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).



YesþNoo





As of March 15, 2013 the Registrant had the following number
of shares of its capital stock outstanding: 32,499,239 shares of Common Stock and 1 share of Series 1 Preferred Voting Stock, par
value $0.0001, representing 13 exchangeable shares of the Registrant’s subsidiary, CardioGenics ExchangeCo Inc., which are
exchangeable into 24,176,927 shares of the Registrant’s Common Stock.









CARDIOGENICS HOLDINGS INC.



FORM 10-Q



For the Quarter Ended January 31, 2013



INDEX





|                                                                                                                                                                                                           | Page
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Part I. Financial Information                                                                                                                                                                              | 1   
|                                                                                                                                                                                                           |     
|                                                                                                                                                                                                           |     
|                                                                                                                                                                                                           |     
|Item 1: Financial Statements (Unaudited)                                                                                                                                                                   | 1   
|                                                                                                                                                                                                           |     
|                                                                                                                                                                                                           |     
|Condensed Consolidated Balance Sheets at January 31, 2013 (Unaudited) and October 31, 2012                                                                                                                 | 1   
|                                                                                                                                                                                                           |     
|                                                                                                                                                                                                           |     
|Condensed Consolidated Statements of Operations (Unaudited) for the Three Months ended January 31, 2013 and 2012 and Cumulative from November 20, 1997 (Date of Inception) to January 31, 2013             | 2   
|                                                                                                                                                                                                           |     
|                                                                                                                                                                                                           |     
|Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the Three Months ended January 31, 2013 and
    2012 and Cumulative from November 20, 1997 (Date of Inception) to January 31, 2013 | 3   
|                                                                                                                                                                                                           |     
|                                                                                                                                                                                                           |     
|Condensed Consolidated Statement of Changes in Deficiency
    (Unaudited) for the Three Months ended January 31, 2013 and Cumulative from November 20, 1997 (Date of Inception) to January
    31, 2013    | 4   
|                                                                                                                                                                                                           |     
|                                                                                                                                                                                                           |     
|Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months ended January 31, 2013 and 2012 and Cumulative from November 20, 1997 (Date of Inception) to January 31, 2013             | 5   
|                                                                                                                                                                                                           |     
|                                                                                                                                                                                                           |     
|Notes to Condensed Consolidated Financial Statements (Unaudited)                                                                                                                                           | 6   
|                                                                                                                                                                                                           |     
|                                                                                                                                                                                                           |     
|Item 2: Management’s Discussion and Analysis of Financial
    Condition and Results of Operations                                                                                                          | 14  
|                                                                                                                                                                                                           |     
|                                                                                                                                                                                                           |     
|Item 3: Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                         | 16  
|                                                                                                                                                                                                           |     
|                                                                                                                                                                                                           |     
|Item 4: Controls and Procedures                                                                                                                                                                            | 16  
|                                                                                                                                                                                                           |     













|Part II. Other Information                                          | 17
|------------------------------------------------------------------- | --
|                                                                    |   
|                                                                    |   
|                                                                    |   
|Item 1: Legal Proceedings                                           | 17
|                                                                    |   
|                                                                    |   
|                                                                    |   
|Item 1A: Risk Factors                                               | 18
|                                                                    |   
|                                                                    |   
|                                                                    |   
|Item 2: Unregistered Sales of Equity Securities and Use of Proceeds | 18
|                                                                    |   
|                                                                    |   
|                                                                    |   
|Item 3: Defaults Upon Senior Securities                             | 18
|                                                                    |   
|                                                                    |   
|                                                                    |   
|Item 4: Mine Safety Disclosures                                     | 18
|                                                                    |   
|                                                                    |   
|                                                                    |   
|Item 5: Other Information                                           | 18
|                                                                    |   
|                                                                    |   
|                                                                    |   
|Item 6: Exhibits                                                    | 18
|                                                                    |   
|                                                                    |   
|                                                                    |   
|                                                                    |   
|Signatures                                                          | 19







|EX-31.1: CERTIFICATION
|----------------------
|EX-31.2: CERTIFICATION
|EX-32.1: CERTIFICATION













PART I. FINANCIAL INFORMATION





Item 1.	Financial Statements (Unaudited)





CardioGenics
Holdings Inc.

(A Development
Stage Company)

Condensed Consolidated Balance
Sheets

---



|                                                                      |  | January 31, |             |   | October 31, |  
|--------------------------------------------------------------------- |  | ----------- | ----------- | - | ----------- | -
|                                                                      |  | 2013        |             |   | 2012        |  
|Assets                                                                |  | (Unaudited) |             |   | (Note 2)    |  
|                                                                      |  |             |             |   |             |  
|Current Assets                                                        |  |             |             |   |             |  
|Cash and Cash Equivalents                                             |  | $           | 179,632     |   |             | $
|Accounts Receivable                                                   |  |             | 258         |   |             |  
|Deposits and Prepaid Expenses                                         |  |             | 51,510      |   |             |  
|Refundable Taxes Receivable                                           |  |             | 8,401       |   |             |  
|Government Grants and Investment Tax Credits Receivable               |  |             | 20,054      |   |             |  
|                                                                      |  |             | 259,855     |   |             |  
|Long-Term Assets                                                      |  |             |             |   |             |  
|Property and Equipment, net                                           |  |             | 64,460      |   |             |  
|Patents, net                                                          |  |             | 122,734     |   |             |  
|                                                                      |  |             | 187,194     |   |             |  
|Total Assets                                                          |  | $           | 447,049     |   |             | $
|                                                                      |  |             |             |   |             |  
|Liabilities and Deficiency                                            |  |             |             |   |             |  
|                                                                      |  |             |             |   |             |  
|Current Liabilities                                                   |  |             |             |   |             |  
|Accounts Payable and Accrued Expenses                                 |  | $           | 826,835     |   |             | $
|Funds Held in Trust for Redemption of Class B Common Shares           |  |             | 4           |   |             |  
|Due to Shareholders                                                   |  |             | 300,712     |   |             |  
|Current Portion of Capital Lease Obligation                           |  |             | 1,123       |   |             |  
|Notes Payable, net of debt discount                                   |  |             | ▬           |   |             |  
|Derivative Liability on Notes Payable                                 |  |             | 50,000      |   |             |  
|Total Liabilities                                                     |  |             | 1,178,674   |   |             |  
|                                                                      |  |             |             |   |             |  
|                                                                      |  |             |             |   |             |  
|Commitments and Contingencies                                         |  |             |             |   |             |  
|                                                                      |  |             |             |   |             |  
|Deficiency                                                            |  |             |             |   |             |  
|Preferred stock; par value $.0001 per share,                          |  |             |             |   |             |  
|50,000,000 shares authorized, none issued                             |  |             | ▬           |   |             |  
|Common stock; par value $.00001 per share;                            |  |             |             |   |             |  
|150,000,000 shares authorized,                                        |  |             |             |   |             |  
|32,499,239 and 32,499,239 common shares and                           |  |             |             |   |             |  
|24,176,927 and 24,176,927 exchangeable shares issued and              |  |             |             |   |             |  
|outstanding as at January 31, 2013 and October 31, 2012, respectively |  |             | 543         |   |             |  
|                                                                      |  |             |             |   |             |  
|Additional paid-in capital                                            |  |             | 42,036,498  |   |             |  
|Deficit accumulated during development stage                          |  |             | (42,271,030 | ) |             |  
|Accumulated other comprehensive loss                                  |  |             | (158,212    | ) |             |  
|                                                                      |  |             |             |   |             |  
|Total Deficiency Attributable to CardioGenics Holdings Inc.           |  |             | (392,201    | ) |             |  
|Non-controlling interest                                              |  |             | (339,424    | ) |             |  
|Total Deficiency                                                      |  |             | (731,625    | ) |             |  
|Total liabilities and deficiency                                      |  | $           | 447,049     |   |             | $









See notes to condensed consolidated financial statements.





1









CardioGenics
Holdings Inc.

(A Development
Stage Company)

Condensed Consolidated Statements
of Operations (unaudited)

For the Three Months Ended
January 31, 2013 and 2012 and

Cumulative from November 20,
1997 (Date of Inception) to January 31, 2013

---



|                                                              |  |                            |            |   |               |   |            | Cumulative   | 
|------------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------- | - | ---------- | ------------ | 
|                                                              |  |                            |            |   |               |   |            | From         | 
|                                                              |  |                            |            |   |               |   |            | November 20, | 
|                                                              |  |                            |            |   |               |   |            | 1997         | 
|                                                              |  |                            |            |   |               |   |            | (Date of     | 
|                                                              |  | For the three months Ended |            |   | Inception) to |  
|                                                              |  | January 31,                |            |   | January 31,   |  
|                                                              |  | 2013                       |            |   | 2012          |   |            | 2013         | 
|                                                              |  |                            |            |   |               |   |            |              | 
|Revenue                                                       |  | $                          | ▬          |   |               | $ | 1,136      |              | 
|                                                              |  |                            |            |   |               |   |            |              | 
|Operating Expenses                                            |  |                            |            |   |               |   |            |              | 
|Depreciation and Amortization of Property and Equipment       |  |                            | 3,524      |   |               |   | 4,555      |              | 
|Amortization of Patent Application Costs                      |  |                            | 1,734      |   |               |   | 1,300      |              | 
|Write-off of Patent Application Costs                         |  |                            | ▬          |   |               |   | ▬          |              | 
|General and Administrative                                    |  |                            | 112,732    |   |               |   | 174,163    |              | 
|Write-off of Goodwill                                         |  |                            | ▬          |   |               |   | ▬          |              | 
|Research and Product Development, Net                         |  |                            |            |   |               |   |            |              | 
|of Investment Tax Credits                                     |  |                            | 103,444    |   |               |   | 156,044    |              | 
|Cost of Settlement of Lawsuit                                 |  |                            | ▬          |   |               |   | ▬          |              | 
|Total operating expenses                                      |  |                            | 221,434    |   |               |   | 336,062    |              | 
|Operating Loss                                                |  |                            | (221,434   | ) |               |   | (334,926   | )            | 
|                                                              |  |                            |            |   |               |   |            |              | 
|Other Expenses                                                |  |                            |            |   |               |   |            |              | 
|Interest Expense and Bank Charges, Net                        |  |                            | 3,824      |   |               |   | 3,471      |              | 
|Loss on Change in Value of Derivative Liability               |  |                            | ▬          |   |               |   | ▬          |              | 
|Loss (Gain) on Foreign Exchange Transactions                  |  |                            | 8,039      |   |               |   | (21,364    | )            | 
|Total other expenses                                          |  |                            | 11,863     |   |               |   | (17,893    | )            | 
|                                                              |  |                            |            |   |               |   |            |              | 
|Loss from Continuing Operations                               |  |                            | (233,297   | ) |               |   | (317,033   | )            | 
|                                                              |  |                            |            |   |               |   |            |              | 
|Discontinued Operations                                       |  |                            |            |   |               |   |            |              | 
|Gain on Sale of Subsidiary                                    |  |                            | ▬          |   |               |   | ▬          |              | 
|Loss from Discontinued Operations                             |  |                            | ▬          |   |               |   | ▬          |              | 
|Consolidated Net Loss                                         |  |                            | (233,297   | ) |               |   | (317,033   | )            | 
|Net Loss attributable to non-controlling interest             |  |                            | (1,490     | ) |               |   | (2,063     | )            | 
|Net Loss attributable to CardioGenics Holdings Inc.           |  | $                          | (231,807   | ) |               | $ | (314,970   | )            | 
|                                                              |  |                            |            |   |               |   |            |              | 
|Basic and Fully Diluted Net Loss per Common                   |  |                            |            |   |               |   |            |              | 
|Share attributable to CardioGenics Holdings Inc. Shareholders |  | $                          | (0.00      | ) |               | $ | (0.01      | )            | 
|                                                              |  |                            |            |   |               |   |            |              | 
|Weighted-average shares of Common Stock outstanding           |  |                            | 56,676,166 |   |               |   | 55,626,166 |              | 







See notes to condensed consolidated financial statements.



2









CardioGenics
Holdings Inc.

(A Development
Stage Company)

Condensed Consolidated Statements
of Comprehensive Loss (unaudited)

For the Three Months Ended
January 31, 2013 and 2012 and

Cumulative from November 20,
1997 (Date of Inception) to January 31, 2013

---







|                                                                    |  |                            |          |   | Cumulative From November 20, 1997 (Date of Inception) to |  
|------------------------------------------------------------------- |  | -------------------------- | -------- | - | -------------------------------------------------------- | -
|                                                                    |  | For the three months ended |          |   | January 31,                                              |  
|                                                                    |  | January 31                 |          |   | 2013                                                     |  
|                                                                    |  | 2013                       |          |   | 2012                                                     |  
|                                                                    |  |                            |          |   |                                                          |  
|Net loss                                                            |  | $                          | (231,807 | ) |                                                          | $
|                                                                    |  |                            |          |   |                                                          |  
|Other comprehensive income (loss), currency translation adjustments |  |                            | 8,425    |   |                                                          |  
|                                                                    |  |                            |          |   |                                                          |  
|                                                                    |  |                            |          |   |                                                          |  
|Comprehensive loss                                                  |  | $                          | (223,282 | ) |                                                          | $





























































See notes to condensed consolidated financial statements.



3









CarioGenics
Holdings Inc.

(A Development
Stage Company)

Condensed Consolidated Statements
of Changes in Deficiency (unaudited)

For the three months ended
January 31, 2013 and

Cumulative
from November 20, 1997 (Date of Inception) to January 31, 2013

---





|                                                     |  |                  |            |  |         |   |     |             |  |   | Deficit
    Accumulated
    During |  |  | Accumulated    |             |   |          |   |          |            | 
|---------------------------------------------------- |  | ---------------- | ---------- |  | ------- | - | --- | ----------- |  | - | ---------------------------------- |  |  | -------------- | ----------- | - | -------- | - | -------- | ---------- | 
|                                                     |  |                  |            |  |         |   |     | Additional  |  |   | the                                |  |  | Other          |             |   |          |   |          |            | 
|                                                     |  | Common
    Stock |            |  | Paid-in |   |     | Development |  |   | Comprehensive                      |  |  | Noncontrolling |             |   | Total    |  
|                                                     |  | Shares           |            |  | Amount  |   |     | Capital     |  |   | Stage                              |  |  | Loss           |             |   | Interest |   |          | Deficiency | 
|Balance
    November 1, 2012                         |  |                  | 56,676,166 |  |         | $ | 543 |             |  | $ | 42,036,498                         |  |  | $              | (42,039,223 | ) |          | $ | (166,637 | )          | 
|Net
    loss attributable to noncontrolling interest |  |                  |            |  |         |   |     |             |  |   |                                    |  |  |                |             |   |          |   |          |            | 
|Comprehensive
    income, currency translation       |  |                  |            |  |         |   |     |             |  |   |                                    |  |  |                |             |   |          |   |          |            | 
|adjustments                                          |  |                  |            |  |         |   |     |             |  |   |                                    |  |  |                |             |   |          |   | 8,425    |            | 
|Net
    loss                                         |  |                  |            |  |         |   |     |             |  |   |                                    |  |  |                | (231,807    | ) |          |   |          |            | 
|Balance
    at January 31, 2013                      |  |                  | 56,676,166 |  |         | $ | 543 |             |  | $ | 42,036,498                         |  |  | $              | (42,271,030 | ) |          | $ | (158,212 | )          | 





































































See notes to condensed consolidated financial statements.



4









CardioGenics
Holdings Inc.

(A Development
Stage Company)

Condensed Consolidated Statements
of Cash Flows (unaudited)

Three Months Ended January
31, 2013 and 2012 and

Cumulative from November 20,
1997 (Date of Inception) to January 31, 2013

---





|                                                                     |  |                        |          |   |                         |   |          | Cumulative
    from   | 
|-------------------------------------------------------------------- |  | ---------------------- | -------- | - | ----------------------- | - | -------- | --------------------- | 
|                                                                     |  |                        |          |   |                         |   |          | November
    20, 1997 | 
|                                                                     |  | Three
    Months Ended |          |   | (Date
    of Inception) |  
|                                                                     |  | January
    31         |          |   | To
    January 31,      |  
|                                                                     |  | 2013                   |          |   | 2012                    |   |          | 2013                  | 
|Cash flows
    from operating activities                             |  |                        |          |   |                         |   |          |                       | 
|Consolidated
    Net     Loss for the Period                         |  | $                      | (233,297 | ) |                         | $ | (317,033 | )                     | 
|Adjustments
    to reconcile consolidated net loss for the period to |  |                        |          |   |                         |   |          |                       | 
|net
    cash used in operating activities                            |  |                        |          |   |                         |   |          |                       | 
|Depreciation
    and Amortization of Property and Equipment          |  |                        | 3,524    |   |                         |   | 4,555    |                       | 
|Amortization
    of Patent Application Costs                         |  |                        | 1,734    |   |                         |   | 1,300    |                       | 
|Write-off
    of Patent Application Costs                            |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Amortization
    of Deferred Consulting Contract Costs               |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Write-off
    of Goodwill                                            |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Amortization
    of Deferred Debt Issuance Costs                     |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Loss
    on Extinguishment of Debt                                   |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Loss
    on Change in Value of Derivative Liability                  |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Interest
    Accrued and Foreign Exchange Loss                       |  |                        |          |   |                         |   |          |                       | 
|on
    Debt                                                          |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Unrealized
    Foreign Currency Exchange Gains                       |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Beneficial
    Conversion Charge included in                         |  |                        |          |   |                         |   |          |                       | 
|Interest
    Expense                                                 |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Common
    Stock and Warrants issued on Settlement                   |  |                        |          |   |                         |   |          |                       | 
|of
    Lawsuit                                                       |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Common
    Stock Issued as Employee or                               |  |                        |          |   |                         |   |          |                       | 
|Officer/Director
    Compensation                                    |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Common
    Stock Issued for Services Rendered                        |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Stock
    Options Issued for Services Rendered                       |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Stock
    Options Issued to Directors and                            |  |                        |          |   |                         |   |          |                       | 
|Committee
    Chairman                                               |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Changes
    in Operating Assets and Liabilities,                     |  |                        |          |   |                         |   |          |                       | 
|Net
    of Acquisition                                               |  |                        |          |   |                         |   |          |                       | 
|Accounts
    Receivable                                              |  |                        | 179      |   |                         |   | 5,255    |                       | 
|Deposits
    and Prepaid Expenses                                    |  |                        | (88      | ) |                         |   | 26       |                       | 
|Refundable
    Taxes Receivable                                      |  |                        | 36,806   |   |                         |   | 26,661   |                       | 
|Government
    Grants and Investment Tax Credits Receivable          |  |                        | 60,026   |   |                         |   | ▬        |                       | 
|Accounts
    Payable and Accrued Expenses                            |  |                        | 40,700   |   |                         |   | (17,591  | )                     | 
|Advances                                                             |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Cash
    used in operating activities                                |  |                        | (90,416  | ) |                         |   | (296,827 | )                     | 
|                                                                     |  |                        |          |   |                         |   |          |                       | 
|Cash
    flows from investing activities                             |  |                        |          |   |                         |   |          |                       | 
|Cash
    Acquired from Acquisition                                   |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Purchase
    of Property and Equipment                               |  |                        | (157     | ) |                         |   | (3,892   | )                     | 
|Patent
    Application Costs                                         |  |                        | (12,704  | ) |                         |   | (609     | )                     | 
|Cash
    used in investing activities                                |  |                        | (12,861  | ) |                         |   | (4,501   | )                     | 
|                                                                     |  |                        |          |   |                         |   |          |                       | 
|Cash
    flows from financing activities                             |  |                        |          |   |                         |   |          |                       | 
|Due
    to Shareholders                                              |  |                        | 200,712  |   |                         |   | ▬        |                       | 
|Loan
    Payable                                                     |  |                        | 50,000   |   |                         |   | ▬        |                       | 
|(Repayment)
    of Capital Lease Obligations                         |  |                        | (1,504   | ) |                         |   | (6,935   | )                     | 
|Due
    to Director                                                  |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Issue
    of Debentures                                              |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Issue
    of Common Shares on Exercise of Stock options              |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Issue
    of Common Shares on Exercise of Warrants                   |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Issue
    of Common Shares for Cash                                  |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Refund
    of Share Subscription                                     |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Redemption
    of 10% Senior Convertible Debentures                  |  |                        | ▬        |   |                         |   | ▬        |                       | 
|Cash
    provided by (used in) financing activities                  |  |                        | 249,208  |   |                         |   | (6,935   | )                     | 
|                                                                     |  |                        |          |   |                         |   |          |                       | 
|Effect
    of foreign exchange on cash and cash equivalents          |  |                        | 6,692    |   |                         |   | 9,554    |                       | 
|Cash
    and Cash Equivalents                                        |  |                        |          |   |                         |   |          |                       | 
|Increase
    (decrease) in cash and cash equivalents                 |  |                        |          |   |                         |   |          |                       | 
|during
    the period                                                |  |                        | 152,623  |   |                         |   | (298,709 | )                     | 
|Beginning
    of Period                                              |  |                        | 27,009   |   |                         |   | 669,202  |                       | 
|End
    of Period                                                    |  | $                      | 179,632  |   |                         | $ | 370,493  |                       | 





See notes to condensed consolidated financial statements.



5







CardioGenics
Holdings Inc.

(A Development
Stage Company)

Notes to Condensed Consolidated
Financial Statements (unaudited)

January 31, 2013 and 2012

---





| | 1. | Nature of Business
| | -- | ------------------



CardioGenics Inc. (“CardioGenics”)
was incorporated on November 20, 1997 in the Province of Ontario, Canada, and carries on the business of development and commercialization
of diagnostic test products to the In Vitro Diagnostics testing market. CardioGenics has several test products that are in various
stages of development.



CardioGenics’ business
is that of a development-stage company, with a limited history of operations and whose revenues, to date, have been primarily comprised
of grant revenue and Scientific Research Tax Credits from government agencies. There can be no assurance that the Company will
be successful in obtaining regulatory approval for the marketing of any of the existing or future products that the Company will
succeed in developing.



On October 27, 2009, the name
of the Company was changed from JAG Media Holdings, Inc. to CardioGenics Holdings, Inc.



| | 2. | Basis of Presentation
| | -- | ---------------------



In the opinion of management,
the unaudited condensed interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments,
necessary to present fairly the condensed interim consolidated financial position of CardioGenics Holdings Inc. and its subsidiaries
under generally accepted accounting principles in the United States (“US GAAP”) as of January 31, 2013, their results
of operations for the three months ended January 31 2013 and 2012, and the period from November 20, 1997 (date of inception) to
January 31, 2013, changes in deficiency for the three months ended January 31, 2013 and cash flows for the three months ended January
31 2013 and 2012, and the period from November 20, 1997 (date of inception) to January 31, 2013. CardioGenics Holdings Inc. and
its subsidiaries are referred to together herein as the “Company”. Pursuant to rules and regulations of the SEC, certain
information and disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or
omitted from these consolidated financial statements unless significant changes have taken place since the end of the most recent
fiscal year. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the consolidated
financial statements, notes to consolidated financial statements and the other information in the audited consolidated financial
statements of the Company as of October 31, 2012 and 2011 (the “Audited Financial Statements”) included in the Company’s
Form 10-K that was previously filed with the SEC on January 29, 2013 and from which the October 31, 2012 consolidated balance sheet
was derived.



The results of the Company’s
operations for the three months ended January 31, 2013 are not necessarily indicative of the results of operations to be expected
for the full year ending October 31, 2013.



The accompanying condensed interim
consolidated financial statements have been prepared using the accounting principles generally accepted in the United States of
America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments
in the normal course of business.



The Company has incurred operating
losses and has experienced negative cash flows from operations since inception. The Company has an accumulated deficit at January
31, 2013 of approximately $42.3 million. The Company has not yet established an ongoing source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. The Company has funded its activities to date almost exclusively
from debt and equity financings. These conditions raise substantial doubt about the Company’s ability to continue as a going
concern.



6









CardioGenics
Holdings Inc.

(A Development
Stage Company)

Notes to Condensed Consolidated
Financial Statements (unaudited)

January 31, 2013 and 2012

---



The Company will continue to
require substantial funds to continue research and development, including preclinical studies and clinical trials of its products,
and to commence sales and marketing efforts, if the FDA and other regulatory approvals are obtained. In order to meet its operating
cash flow requirements Management’s plans include financing activities such as private placements of its common stock and
issuances of convertible debt instruments. Management is also actively pursuing industry collaboration activities including product
licensing and specific project financing.



While the Company believes it
will be successful in obtaining the necessary financing to fund its operations, meet revenue projections and manage costs, there
are no assurances that such additional funding will be achieved and that it will succeed in its future operations. The accompanying
condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue in existence.



| | 3. | Summary of Significant Accounting Policies.
| | -- | -------------------------------------------
| |    |                                            
| |    | Recent
Accounting Pronouncements           



In December 2011, the Financial Accounting Standards Board (“FASB”) issued
ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires an entity
to disclose information about offsetting and related arrangements to enable users of financial statements to understand the effect
of those arrangements on its financial position, and to allow investors to better compare financial statements prepared under U.S.
GAAP with financial statements prepared under International Financial Reporting Standards (IFRS). The new standards are effective
for annual periods beginning January 1, 2013, and interim periods within those annual periods. Retrospective application is required.
The Company will implement the provisions of ASU 2011-11 as of November 1, 2013.



In February 2013, the FASB
the issued guidance requiring disclosure of amounts reclassified out of accumulated other comprehensive income by component.
In addition, an entity is required to present either on the face of the statement of operations or in the notes, significant
amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the
amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts
not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide
additional detail about those amounts. This guidance is effective prospectively for the Company for annual and interim
periods beginning January 1, 2013. The Company believes that the impact of this standard will not have a material impact on
its consolidated financial statements.



Derivative Instruments



The Company’s derivative liabilities
are related to embedded conversion features of the Notes Payable. For derivative instruments that are accounted for
as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting
date, with changes in fair value recognized in earnings each reporting period. The Company uses the Black-Scholes model to
value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of
each reporting period, in accordance with Accounting Standards Codification (“ASC”) 815. Derivative instrument
liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of
the derivative instrument could be required within twelve months of the balance sheet date.



7







CardioGenics
Holdings Inc.

(A Development
Stage Company)

Notes to Condensed Consolidated
Financial Statements (unaudited)

January 31, 2013 and 2012

---









| | 4. | Income Taxes
| | -- | ------------



Based on the Company’s
evaluation, management has concluded that there are no significant tax positions requiring recognition in the condensed interim
consolidated financial statements.



The Company has incurred losses
in Canada since inception, which have generated net operating loss carryforwards for income tax purposes. The net operating loss
carryforwards arising from Canadian sources as of January 31, 2013 approximated $6,533,000 (2012 - $6,025,000) which will expire
from 2014 through 2032. All fiscal years as originally filed have been assessed. Claims relating to research and development credits
are open for review for the fiscal years ended October 2012, 2011, 2010, 2009, 2008 and 2007 and July 2009.



As of January 31, 2013, the
Company had net operating loss carryforwards from US sources of approximately $40,763,000 available to reduce future Federal taxable
income which will expire from 2019 through 2032. Returns for the years 2008 through 2012 are yet to be filed.



For the three months ended January
31, 2013 and 2012, the Company’s effective tax rate differs from the statutory rate principally due to the net operating
losses for which no benefit was recorded.







| | 5. | Due to Shareholders
| | -- | -------------------



During the three months ended
January 31, 2013, two shareholder/directors advanced $200,000 to the Company. The amount due to shareholders is due on demand and
carries interest at 10% per annum. No interest has been accrued to date.



| | 6. | Notes Payable
| | -- | -------------



On November 19, 2012, the Company
entered into an agreement (“Line”) with JMJ Financial (“Lender”) whereby the Company may borrow up to $350,000
from the Lender in increments of $50,000. The Line is subject to an original issue discount of $50,000. Advances under the Line
(“Notes”) have a maturity date of one year from the date of the advance. If the advance is repaid within three months
the advance is interest free. If not repaid within three months, the advance may not be repaid before maturity and carries interest
at 5%. The Lender has the right at any time to convert all or part of the outstanding principal and accrued interest (and any other
fees) into shares of fully paid and non-assessable shares of common stock of the Company at a price equal to the lesser of $0.23
and 60% of the lowest trade price in the 25 trading days previous to the conversion. Unless agreed in writing by the parties, at
no time will the Lender convert any amount owing under the Line into common stock that would result in the Lender owing more than
4.99% of the common stock outstanding.



A summary of the Notes at January 31, 2013 is as follows:

|                                                                                                                  |  | January 31, 2013 |         |   | October 31, 2012 |  
|----------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ---------------- | -
|                                                                                                                  |  |                  |         |   |                  |  
|Convertible Notes Payable,  interest at 5% per annum to maturity at November 19, 2014                             |  | $                | 50,000  |   |                  | $
|                                                                                                                  |  |                  |         |   |                  |  
|Debt Discount - value attributable to conversion feature attached to notes, net of accumulated amortization of $0 |  |                  | (50,000 | ) |                  |  
|Total                                                                                                             |  |                  | -       |   |                  |  
|Less: Current portion                                                                                             |  |                  | -       |   |                  |  
|Total Long-term portion                                                                                           |  | $                | -       |   |                  | $





8







CardioGenics
Holdings Inc.

(A Development
Stage Company)

Notes to Condensed Consolidated
Financial Statements (unaudited)

January 31, 2013 and 2012

---





As described in further detail
in Note 7, “Derivative Liabilities”, the Company determines the fair value of the embedded derivatives and records
them as a discount to the Notes and as a derivative liability. Upon conversion of the Notes to Common Stock, any remaining unamortized
discount is charged to financing expense.



| | 7. | Derivative Liabilities
| | -- | ----------------------



Convertible notes- embedded conversion features



The Notes meet the definition
of a hybrid instrument, as defined in ASC 815. The hybrid instrument is comprised of a i) a debt instrument, as the host contract
and ii) an option to convert the debentures into common stock of the Company, as an embedded derivative. The embedded derivatives
derive their value based on the underlying fair value of the Company’s common stock. The embedded derivatives are not clearly
and closely related to the underlying host debt instrument since the economic characteristics and risk associated with these derivatives
are based on the common stock fair value.



The Company determines the fair
value of the embedded derivatives and records them as a discount to the Notes and a derivative liability. The
Company has recognized a derivative liability of $50,000 at January 31, 2013.Accordingly, changes in the fair value of
the embedded derivative are immediately recognized in earnings and classified as a gain or loss on the embedded derivative financial
instrument in the accompanying statements of operations. There was no change in the fair value for the three months ended January
31, 2013.



The Company estimated the fair
value of the embedded derivatives using a Black Scholes model with the following assumptions: conversion price $0.12 per share
according to the agreements; risk free interest rate of 1.76%; expected life of 1 year; expected dividend of zero; a volatility
factor of 124%, as of as of January 31, 2013. The expected lives of the instruments are equal to the contractual term of the conversion
option. The expected volatility is based on the historical price volatility of the Company’s common stock. The risk-free
interest rate represents the U.S. Treasury constant maturities rate for the expected life of the related conversion option. The
dividend yield represents anticipated cash dividends to be paid over the expected life of the conversion option.



| | 8. | Fair Value Measurements
| | -- | -----------------------



As defined by the ASC, fair value measurements and disclosures establish a hierarchy that prioritizes fair value measurements
based on the type of inputs used for the various valuation techniques (market approach, income approach and cost approach). The
levels of hierarchy are described below:



| | · | Level 1: Observable inputs such as quoted
market prices in active markets for identical assets or liabilities.
| | - | --------------------------------------------------------------------------------------------------------------



| | · | Level 2: Inputs other than quoted market
prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets
or liabilities in active markets, such as interest rates and yield curves that are observable at commonly-quoted intervals.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





9







CardioGenics
Holdings Inc.

(A Development
Stage Company)

Notes to Condensed Consolidated
Financial Statements (unaudited)

January 31, 2013 and 2012

---





| | · | Level 3: Unobservable inputs that reflect
the reporting entity’s own assumptions, as there is little, if any, related market activity.
| | - | --------------------------------------------------------------------------------------------------------------------------------------



The following table summarizes the financial liabilities
measured at fair value on a recurring basis as of January 31, 2013, segregated by the level of the valuation inputs within the
fair value hierarchy utilized to measure fair value:



|                                            |  |                           |   |  |                       |   |   |                      |  |   |                      |  |  |                                |       
|------------------------------------------- |  | ------------------------- | - |  | --------------------- | - | - | -------------------- |  | - | -------------------- |  |  | ------------------------------ | ------
|                                            |  | Quoted
    Prices in      |   |  |                       |   |   |                      |  |   |                      |  |  | Total
    Increase (Reduction) |       
|                                            |  | Active
    Markets for    |   |  | Significant
    Other |   |   | Significant          |  |   |                      |  |  | in
    Fair Value              |       
|Balance Sheet                               |  | Identical
    Assets or   |   |  | Observable
    Inputs |   |   | Unobservable         |  |   | January
    31, 2013 |  |  | Recorded
    at                |       
|Location                                    |  | Liabilities
    (Level 1) |   |  | (Level
    2)         |   |   | Inputs
    (Level 3) |  |   | Total                |  |  | January
    31, 2013           |       
|Liabilities:                                |  |                           |   |  |                       |   |   |                      |  |   |                      |  |  |                                |       
|Derivative
    liability - on Notes Payable |  | $                         | - |  |                       | $ | - |                      |  | $ | 50,000               |  |  | $                              | 50,000



The table below sets forth a summary
of changes in the fair value of the Company’s Level 3 financial liability, or derivative liabilities related to the senior
secured convertible notes and warrants, for the period ended January 31, 2013.



|                                               |  |   |       
|---------------------------------------------- |  | - | ------
|                                               |  |   |       
|Balance at beginning of year                   |  | $ | -     
|Additions to derivative instruments            |  |   | 50,000
|Change in fair value of derivative liabilities |  |   | -     
|Balance at end of period                       |  | $ | 50,000



| | 9. | Stock-Based Compensation
| | -- | ------------------------



Stock-based employee compensation
related to stock options for the three months ended January 31, 2013 and 2012 amounted to $-0-.



The following is a summary of
the common stock options granted, forfeited or expired and exercised under the plan:

|                               |  |         |        |  | Weighted |  
|------------------------------ |  | ------- | ------ |  | -------- | -
|                               |  |         |        |  | Average  |  
|                               |  |         |        |  | Exercise |  
|                               |  | Options |        |  | Price    |  
|                               |  |         |        |  |          |  
|                               |  |         |        |  |          |  
|                               |  |         |        |  |          |  
|Outstanding – October 31, 2011 |  |         | 30,000 |  |          | $
|Granted                        |  |         | ▬      |  |          |  
|Forfeited/Expired              |  |         | ▬      |  |          |  
|Exercised                      |  |         | ▬      |  |          |  
|Outstanding – October 31, 2012 |  |         | 30,000 |  |          | $
|Granted                        |  |         | ▬      |  |          |  
|Forfeited/Expired              |  |         | ▬      |  |          |  
|Exercised                      |  |         | ▬      |  |          |  
|Outstanding – January 31, 2013 |  |         | 30,000 |  |          | $







10







CardioGenics Holdings Inc.

(A Development
Stage Company)

Notes to Condensed Consolidated
Financial Statements (unaudited)

January 31, 2013 and 2012

---



Options typically vest immediately
at the date of grant. As such, the Company does not have any unvested options or unrecognized compensation expense at January 31,
2013.



| | 10. | Warrants
| | --- | --------



Outstanding warrants are as follows:



|                                                                                                                                                                                                                                |  | January 31, 2013 |           |  | October 31, 2012 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | --------- |  | ---------------- | 
|                                                                                                                                                                                                                                |  |                  |           |  |                  | 
|Issued to consultant August 1, 2009, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.90 per common share up to and including July 31, 2017                                            |  |                  | 287,085   |  |                  | 
|Issued to Flow Capital Advisors Inc. on settlement of lawsuit in August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.30 per common share up to and including August 23, 2016 |  |                  | 250,000   |  |                  | 
|Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.50 per common share up to and including August 23, 2016    |  |                  | 250,000   |  |                  | 
|Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.75 per common share up to and including August 23, 2016    |  |                  | 500,000   |  |                  | 
|Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $1.00 per common share up to and including August 23, 2016    |  |                  | 500,000   |  |                  | 
|Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.75 per common share up to and including August 23, 2016    |  |                  | 500,000   |  |                  | 
|Issued to consultants in September 2011 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.10 per common share up to and including March 20, 2013                                       |  |                  | 1,500,000 |  |                  | 
|Issued to consultants in September 2011 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.34 per common share up to and including March 20, 2013                                       |  |                  | 1,500,000 |  |                  | 
|Issued to consultants in September 2011 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.50 per common share up to and including March 20, 2013                                       |  |                  | 1,000,000 |  |                  | 
|Total Warrants outstanding                                                                                                                                                                                                      |  |                  | 6,287,085 |  |                  | 





11









CardioGenics
Holdings Inc.

(A Development
Stage Company)

Notes to Condensed Consolidated
Financial Statements (unaudited)

January 31, 2013 and 2012

---



| | 10. | Issuance of Common Stock
| | --- | ------------------------



On January 17, 2013, the Company’s Articles of
Incorporation were amended to increase the total number of common and preferred shares authorized for issuance from 65,000,000
shares to 150,000,000 shares and 5,000,000 shares to 50,000,000, respectively, par value $0.00001 per share.



During the three months ended January 31, 2013, the
Company issued no common shares.



| | 12. | Net Loss per Share
| | --- | ------------------



The following table sets forth
the computation of weighted-average shares outstanding for calculating basic and diluted earnings per share (EPS):



|                                  |  | Three Months Ended January 31, |           
|--------------------------------- |  | ------------------------------ | ----------
|                                  |  | 2013                           |           
|                                  |  |                                |           
|Weighted-average shares - basic   |  |                                | 56,676,166
|Effect of dilutive securities     |  |                                | ▬         
|Weighted-average shares - diluted |  |                                | 56,676,166



Basic earnings per share “EPS”
and diluted EPS for the three months ended January 31, 2013 and 2012 have been computed by dividing the net loss available to common
stockholders for each respective period by the weighted-average shares outstanding during that period. All outstanding options,
warrants and shares to be issued upon the exercise of the outstanding options and warrants representing 6,317,085 and 9,834,969
incremental shares respectively have been excluded from the three months ended January 31, 2013 and 2012 computation of diluted
EPS as they are antidilutive given the net losses generated.



| | 13. | Commitments and Contingencies
| | --- | -----------------------------



Lawsuits

On April 22, 2009, the Company
was served with a statement of claim from a former employee claiming compensation for wrongful dismissal and ancillary causes of
action including payment of monies in realization of his investment in the Company, with an aggregate claim of $514,000. The Company
considers all the claims to be without any merit, has already delivered a statement of defense and intends to vigorously defend
the action. If the matter eventually proceeds to trial, the Company does not expect to be found liable on any ground or for any
cause of action.



| | 14. | Supplemental Disclosure of Cash Flow Information
| | --- | ------------------------------------------------



|                               |  | For the Three Months Ended |      
|------------------------------ |  | -------------------------- | -----
|                               |  | January 31,                |      
|                               |  | 2013                       |      
|Cash paid during the year for: |  |                            |      
|Interest                       |  | $                          | 3,364
|Income taxes                   |  | $                          | ▬    





12











CardioGenics
Holdings Inc.

(A Development
Stage Company)

Notes to Condensed Consolidated
Financial Statements (unaudited)

January 31, 2013 and 2012

---



| | 15. | Subsequent Event
| | --- | ----------------



In February 2013, the shareholders
loans were exchanged on a dollar for dollar basis for convertible debenture units. Each unit includes
a debenture having a term of three years, bearing interest at 10%, and a warrant having a term of three years.The debentures are
convertible at any time into common shares of the Company’s stock at a price of $0.25 per share. The warrants entitle the
holder to purchase an equal number of common shares of the Company’s stock at a price of $0.25 per share exercisable at any
time during the term of the warrant.



13









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



Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results
of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim financial statements filed with the Securities and Exchange
Commission. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
On an on-going basis, we evaluate our estimates, including those related to accounts receivable, equipment, stock-based compensation,
income taxes and contingencies. We base our estimates on historical experience and on various other assumptions that are believed
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.



The accounting policies and estimates used as of October 31,
2012, as outlined in our previously filed Form 10-K, have been applied consistently for the three months ended January 31, 2013.



Related Party Transactions



During the period two shareholder/directors advanced $200,000
to the Company.



Off-Balance Sheet arrangements



We are not party to any off-balance sheet arrangements.



Results of operations



Three months ended January 31, 2013 as compared to three
months ended January 31, 2012.

|                                                                |                   |   |          |   |          |   |          |   | 
|--------------------------------------------------------------- | ----------------- | - | -------- | - | -------- | - | -------- | - | 
|                                                                | Three Months      |   |          |  
|                                                                | Ended January 31, |   |          |  
|                                                                | 2013              |   | 2012     |   | $ Change |  
|                                                                |                   |   |          |   |          |  
|Revenue                                                         |                   | $ | ▬        |   |          | $ | 1,136    |   | 
|                                                                |                   |   |          |   |          |   |          |   | 
|Operating expenses:                                             |                   |   |          |   |          |   |          |   | 
|Depreciation and amortization of property and equipment         |                   |   | 3,524    |   |          |   | 4,555    |   | 
|Amortization of patent application costs                        |                   |   | 1,734    |   |          |   | 1,300    |   | 
|General and administrative expenses                             |                   |   | 112,732  |   |          |   | 174,163  |   | 
|Research and product development, net of investment tax credits |                   |   | 103,444  |   |          |   | 156,044  |   | 
|Total operating expenses                                        |                   |   | 221,434  |   |          |   | 336,062  |   | 
|Operating Loss                                                  |                   |   | (221,434 | ) |          |   | (334,926 | ) | 
|Other expenses (income):                                        |                   |   |          |   |          |   |          |   | 
|Interest expense and bank charges, net                          |                   |   | 3,824    |   |          |   | 3,471    |   | 
|Loss (gain) on foreign exchange transactions                    |                   |   | 8,039    |   |          |   | (21,364  | ) | 
|                                                                |                   |   |          |   |          |   |          |   | 
|Net loss                                                        |                   | $ | (233,297 | ) |          | $ | (317,033 | ) | 





14







Revenues



During the three months ended January 31, 2013 and 2012 we generated
revenues 2013 - $0 and 2012 - $1,136 from sales of paramagnetic beads.





Operating expenses



Operating expenses include the costs to a) develop and patent
a method for controlling the delivery of compounds to a chemical reaction; b) developing the QL Care Analyzer, a small, automated,
robust and proprietary point of care testing device; and, c) customizing paramagnetic beads through our proprietary method which
improves their light collection. In addition, the Company is in the process of adapting test products for the POC disposable, single-use
cartridge-format. Detailed manufacturing specifications and costing have been created and custom manufacturers have been sourced.



General and administrative expenses



General and administrative expenses consist primarily of compensation
to officers, occupancy costs, professional fees, listing costs and other office expenses. The decrease in general and administrative
expenses is attributable primarily to a decrease in consulting fees.



Research and product development, net of investment tax credits



Research and development expenses consist primarily of salaries
and wages paid to officers and employees engaged in those activities and supplies consumed therefor. The decrease in research and
development expenses is attributed primarily to a decrease in staff engaged in those activities in the current quarter vs. the
same period in the prior year.





Liquidity and Capital Resources



We have not generated significant revenues since inception.
We incurred a net loss of approximately $233,000 and a cash flow deficiency from operating activities of approximately $90,000
for the three months ended January 31, 2013. We have not yet established an ongoing source of revenues sufficient to cover our
operating costs and allow us to continue as a going concern.  We have funded our activities to date almost exclusively
from debt and equity financings.  These matters raise substantial doubt about our ability to continue as a going concern.



We will continue to require substantial funds to continue research
and development, including preclinical studies and clinical trials of our products, and to commence sales and marketing efforts.  Our
plans include financing activities such as private placements of our common stock and issuances of convertible debt instruments.  We
are also actively pursuing industry collaboration activities including product licensing and specific project financing.



We believe we will be successful in obtaining the necessary
financing to fund our operations, meet revenue projections and manage costs; however, there are no assurances that such additional
funding will be achieved and that we will succeed in our future operations.



Seasonality



We do not believe that our business is subject to seasonal trends
or inflation. On an ongoing basis, we will attempt to minimize any effect of inflation on our operating results by controlling
operating costs and whenever possible, seeking to insure that subscription rates reflect increases in costs due to inflation.



Recent Accounting Pronouncements



The FASB had issued certain accounting pronouncements as of
January 31, 2013 that will become effective in subsequent periods; however, we do not believe that any of those pronouncements
would have significantly affected our financial accounting measurements or disclosures had they been in effect during the three
months ended January 31, 2013 and 2012 or that they will have a significant effect at the time they become effective.



15







Item 3.    Quantitative and Qualitative Disclosure
About Market Risk



N/A.



Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



In connection with the preparation of
this Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2013, our management, including our principal
executive officer and principal financial officer, carried out an evaluation of the effectiveness of our disclosure controls
and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of
1934, as amended (“Exchange Act”). Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive
officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and
procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their
control objectives. Based on this evaluation, our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures were not effective as of January 31, 2013.



|Management’s Report on Internal Control Over Financial Reporting
|----------------------------------------------------------------



Management is responsible for establishing
and maintaining adequate disclosure controls and procedures and internal control over financial reporting (as defined in the Exchange
Act) to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements
for external purposes in accordance with U.S. generally accepted accounting principles. A control system, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of the inherent limitations
in all control systems, internal controls over financial reporting may not prevent or detect misstatements. The design and operation
of a control system must also reflect that there are resource constraints and management is necessarily required to apply its judgment
in evaluating the cost-benefit relationship of possible controls.



Our management assessed the effectiveness
of our disclosure controls and procedures and internal control over financial reporting for the quarter ended January 31, 2013
based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on such assessment, our management concluded that during the period covered by this report, our
disclosure controls and procedures and internal control over financial reporting were not effective. Management has identified
the following material weaknesses in our disclosure controls and procedures and internal control over financial reporting:



| | • | lack of documented policies and procedures;
| | - | -------------------------------------------



| | • | there is no effective separation of duties, which includes monitoring controls, between the members of management; and,
| | - | -----------------------------------------------------------------------------------------------------------------------



| | • | lack of resources to account for complex and unusual transactions.
| | - | ------------------------------------------------------------------



Management is currently evaluating what steps, if any, can be
taken in order to address these material weaknesses in light of our current management structure.



Changes in Internal Control over Financial
Reporting



During the fiscal quarter ended January
31, 2013, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.



16







PART II. OTHER INFORMATION

Item 1. Legal Proceedings



On April 22, 2009, CardioGenics was
served with a statement of claim in the Province of Ontario, Canada, from a prior contractor claiming compensation for wrongful
dismissal and ancillary causes of action including payment of monies in realization of his investment in CardioGenics, with an
aggregate claim of $514,000.  The Company considers all the claims to be without any merit, has already delivered a statement
of defence and intends to vigorously defend the action.  If the matter eventually proceeds to trial, the Company does
not expect to be found liable on any ground or for any cause of action.





17







Item 1A. Risk Factors



Not Applicable



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



None



Item 3. Defaults Upon Senior Securities



None



Item 4. Mine Safety Disclosures



None



Item 5. Other Information



None



Item 6. Exhibits



|     |  |                                                                                  
|---- |  | ---------------------------------------------------------------------------------
|31.1 |  | Section 302 Certification of Chief Executive Officer.                            
|     |  |                                                                                  
|31.2 |  | Section 302 Certification of Chief Financial Officer.                            
|     |  |                                                                                  
|32.1 |  | Section 906 Certification of Chief Executive Officer and Chief Financial Officer.



18







SIGNATURES



In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.









|                     | CARDIOGENICS HOLDINGS INC.
|-------------------- | --------------------------
|Date: March
18, 2013 |                           
|                     | By:                       
|                     |                           
|                     |                           
|                     |                           
|Date: March 18, 2013 |                           
|                     | By:                       
|                     |                           
|                     |                           



19







EXHIBIT INDEX



|     |  |                                                                                 
|---- |  | --------------------------------------------------------------------------------
|31.1 |  | Section 302 Certification of Chief Executive Officer                            
|     |  |                                                                                 
|31.2 |  | Section 302 Certification of Chief Financial Officer                            
|     |  |                                                                                 
|32.1 |  | Section 906 Certification of Chief Executive Officer and Chief Financial Officer



20