U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

                                                                                                                (Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	For the quarterly period ended May 31, 2014
p	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 as Specified in Its Charter)

Nevada	86-1006416
(State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
1604 W. Pinhook Drive #200, Lafayette, LA	70508
(Address of principal executive offices)	Zip Code
Registrant’s Telephone Number, Including Area Code:  (616) 977-9933

Check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No p

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 (Section 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). Yesx No p

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 p Accelerated Filer p

Non-accelerated Filer p 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) Yesp No x

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

Class	Outstanding at July 8, 2014
Common Stock, $0.001 par value	126,333,963

1

TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets as of May 31 , 2014 (Unaudited) and August 31, 2013	4
Condensed Consolidated Statements of Operations (Unaudited) for the three  and nine month periods
ended May 31, 2014 and 2013	5
Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine month period
ended May 31, 2014	6
Notes to Condensed Consolidated Financial Statements (Unaudited)	7
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	40
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk	46
ITEM 4. Controls and Procedures	46
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings	47
ITEM 1A. Risk Factors	47
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	51
ITEM 3. Defaults Upon Senior Securities	53
ITEM 4. Mine Safety Disclosures	53
ITEM 5. Other Information	53
ITEM 6. Exhibits	53
Signatures	53

2

FORWARD LOOKING STATEMENTS

There are certain statements within this Report that are not historical facts. These statements contained herein are based on current expectations that involve a number of known and unknown risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. The risk factors disclosed in Item 1A “Risk Factors” of Part II of this Quarterly Report on Form 10-Q and in Part I – Item 1A of our Annual Report on Form 10-K for the year ended August 31, 2013, include all known risks our management believes could materially affect the results described by forward-looking statements contained in this Report. However, those risks may not be the only risks we face. Our business, operations, and financial performance could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. In addition, new risks may emerge from time to time that may cause actual results to differ materially from those contained in any forward-looking statements. We believe that the forward-looking statements contained in this Report are reasonable. However, given these risks and uncertainties, we cannot provide you with any guarantee that the anticipated results will be achieved. We disclaim any obligation to update or revise information contained in any forward-looking statement to reflect development or information after the date this Report is filed with the Securities Exchange Commission.

Throughout this report, unless otherwise indicated by the context, references herein to the “Company”, “Oncologix”, “OCLG”, “we”, our” or “us” means Oncologix Tech, Inc.., a Nevada corporation and its corporate subsidiaries and predecessors. September 1, 2013 to August 31, 2014 means “fiscal 2014 and September 1, 2012 to August 31, 2013 means “fiscal 2013”.

3

PART I: FINANCIAL INFORMATION

ITEM 1. Financial Statements

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	May 31,			August 31,
	2014			2013
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	186,380		$	39,456
Accounts receivable (net of allowance of $6,000)		234,132			108,319
Inventory		31,271			31,271
Prepaid expenses and other current assets		41,862			39,176
Prepaid commissions and finders' fees		4,819			-
Total current assets		498,464			218,222
Property and equipment (net of accumulated depreciation
of $24,132 and $11,820)		44,099			78,533
Deposits and other assets		53,750			10,050
Goodwill		1,781,779			1,696,425
Patents, registrations (net of amortization of $96,452 and $91,859)		26,028			30,620
Total assets	$	2,404,120		$	2,033,850
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Convertible notes payable (net of discount of $139,086 and $0)	$	460,495		$	360,025
Notes payable (net of discount of $17,384 and $0)		656,495			138,494
Notes payable - related parties		51,600			56,200
Accounts payable and other accrued expenses		852,397			895,664
Accrued interest payable		137,117			66,969
Accrued interest payable - related parties		5,551			65,743
Current portion of long term debt		81,713			-
Total current liabilities		2,245,368			1,583,095
Long-term liabilities:
Notes payable (net of current portion)		416,466			811,500
Convertible notes payable		235,025			-
Total long-term liabilities		651,491			811,500
Total liabilities		2,896,859			2,394,595
Stockholders' Deficit:
Series A Preferred stock, par value $.001 per share; 10,000,000 shares
authorized; 129,062 and 129,062 shares issued and outstanding at
May 31, 2014 and August 31, 2013, respectively		129			129
Series D Preferred stock, par value $.001 per share; 10,000,000 shares
authorized; 78,564 and 58,564 shares issued and outstanding at
May 31, 2014 and August 31, 2013, respectively		79			59
Common stock, par value $.001 per share; 200,000,000 shares authorized;
116,195,217 and 74,587,422 shares issued and outstanding at
May 31, 2014 and August 31, 2013, respectively		116,195			74,587
Additional paid-in capital		47,506,075			58,560,265
Accumulated deficit prior to reentering development stage		(48,115,217	)		(58,992,296	)
Noncontrolling interest		-			(3,489	)
Total stockholders' deficit		(492,739	)		(360,745	)
Total liabilities and stockholders' deficit	$	2,404,120		$	2,033,850

See accompanying notes to condensed consolidated financial statements.

4

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2014 AND 2013

	For the Three Months Ended						For the Nine Months Ended
	May 31,			May 31,			May 31,			May 31,
	2014			2013			2014			2013
Revenues	$	988,385		$	28,998		$	2,696,776		$	28,998
Cost of revenues		788,757			22,069			2,066,800			22,069
Gross profit		199,628			6,929			629,976			6,929
Operating expenses:
General and administrative		276,950			98,528			999,910			178,924
Depreciation and amortization		5,664			688			17,156			867
Total operating expenses		282,614			99,216			1,017,066			179,791
Loss from operations		(82,986	)		(92,287	)		(387,090	)		(172,862	)
Other income (expense):
Interest and finance charges		(167,474	)		(11,063	)		(634,833	)		(16,969	)
Interest and finance charges - related parties		(791	)		(3,653	)		(18,056	)		(10,931	)
Loss on conversion of notes payable - related parties		(62,151	)		-			(155,728	)		(10,242	)
Loss on disposal of assets		-			-			(28,748	)		-
Other income (expenses)		74,450			(165	)		72,062			3,235
Total other income (expense)		(155,966	)		(14,881	)		(765,303	)		(34,907	)
Loss from continuing operations		(238,952	)		(107,168	)		(1,152,393	)		(207,769	)
Discontinued operations
Operating loss from discontinued operations		-			(36	)		(36	)		(108	)
Gain on disposal of discontinued operations		-			-			95,564			-
Gain from discontinued operations		-			(36	)		95,528			(108	)
Less loss attributable to noncontrolling interest		-			(4	)		-			(11	)
Net gain from discontinued operations		-			(32	)		95,528			(97	)
Net loss before income taxes		(238,952	)		(107,200	)		(1,056,865	)		(207,866	)
Income taxes		-			-			-			-
Net loss attributable to common shareholders	$	(238,952	)	$	(107,200	)	$	(1,056,865	)	$	(207,866	)
Gain (loss) per common share, basic and diluted:
Continuing operations	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Discontinued operations		-			(0.00	)		0.00			(0.00	)
	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average number of shares
outstanding - basic and diluted		112,247,396			61,674,379			93,925,094			59,906,505

See accompanying notes to condensed consolidated financial statements.

5

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED MAY 31, 2014 AND 2013

	May 31,			May 31,
	2014			2013
Operating activities:
Net loss	$	(1,056,865	)	$	(207,877	)
Net gain from discontinued operations		(95,528	)		-
Net loss from continuing operations		(1,152,393	)		(207,877	)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization		17,156			867
Loss on disposal of property and equipment		28,748			-
Stock based compensation		91,163			-
Amortization of discount on notes payable and warrants		18,021			-
Loss on conversion of notes payable - related parties		155,729			10,241
Issuance of stock and warrants for fees		302,658			8,000
Changes in operating assets and liabilities:
Accounts receivable		(125,813	)		(3,006	)
Prepaid expenses and other current assets		(2,686	)		5,196
Prepaid commissions and finders' fees		(4,819	)		-
Inventory		-			78,882
Deposits and other assets		(43,700	)		-
Accounts payable and other accrued expenses		6,691			17,141
Accrued interest payable - related parties		(60,192	)		10,931
Accrued interest payable		83,424			7,533
Net operating cash flows - continuing operations		(546,190	)		(72,092	)
Net operating cash flows - discontinued operations		95,528			-
Net cash used in operating activities		(450,662	)		(72,092	)
Investing activities:
Purchase of property and equipment		(878	)		-
Cash acquired with Amian Health Services assets		8,646			-
Acquisition of Amian Health Services assets		(75,000	)		1,653
Acquisition of Angels subsidiary		-			-
Net cash used in investing activities		(67,232	)		1,653
Financing activities:
Proceeds from issuance of convertible notes		719,933			-
Proceeds from issuance of notes payable - related parties		-			33,361
Proceeds from issuance of notes payable		655,128			20,000
Proceeds from the issuance of common stock		10,000			40,000
Repayment of notes payable		(490,798	)		(14,913	)
Repayment of notes payable - related parties		(4,600	)		(10,044	)
Repayment of convertible notes payable		(224,845	)		-
Net cash provided by financing activities		664,818			68,404
Net increase (decrease) in cash and cash equivalents		146,924			(2,035	)
Cash and cash equivalents, beginning of period		39,456			1,931
Cash and cash equivalents, end of period	$	186,380		$	(104	)

See accompanying notes to condensed consolidated financial statements.

6

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

OTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF THE COMPANY

Oncologix Tech, Inc. operates and manufactures Class II medical device products and delivers Personal Healthcare Services nationally. For its clients, Oncologix provides FDA approved medical devices and State licensed healthcare services. For its shareholders, Oncologix operates profitable business divisions that build, maintain and nourish shareholder value. The Company’s corporate mission is to be the best small cap medical device and healthcare services holding company in North America.

We were originally formed in 1995 and in 2000 we changed our name to "BestNet Communications Corp." At that time we provided worldwide long distance telephone communication and teleconferencing services to commercial and residential consumers through the internet, which we disposed of in 2007 due to lack of profitability. In July 2006 we changed our business model to medical device products.  In July 2006 we acquired JDA Medical Technologies, Inc. ("JDA") and merged this business into Oncologix Corporation, our wholly owned subsidiary.  On January 22, 2007, we changed our name to Oncologix Tech, Inc., to reflect this new business model. Our business at this time 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. Due to a lack of funding, we suspended these development activities on December 31, 2007. On November 1, 2013, due to the development of the brachytherapy device being several years away, indication that the product could not be marketed and no guarantee of FDA approvals, it was determined that continued financial support of this product by Oncologix Corporation would cost the Company substantial capital beyond its means and the Company’s management and Board of Directors disposed of Oncologix Corporation and its Brachytherapy medical device subsidiary. Furthermore, as part of the disposal, the Company was relieved of over $90,000 in debt.   

On March 22, 2013, we acquired all the outstanding stock of Dotolo Research Corporation (“Dotolo”), a FDA Registered, Class II, medical device manufacturer with 25 years of product sales in the hydro-colonic irrigation, bowel preparation market. Dotolo Research Corporation began operations in 1989 and sells hardware and disposable products to a customer base of over 900+ customers both domestically and internationally.  The Company currently operates in a limited, but competitive environment in hydro-colonic irrigation, of which there are only four (4) companies approved by the FDA to manufacture a Class II medical device for colonic-hydro therapy.  Since the acquisition, we have not had significant revenues from sales of our products, including sales to medical facilities due to a lack of operating capital needed to procure raw material inventory to currently fill customers’ orders.

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

On December 10, 2013, Angels of Mercy, Inc. acquired the assets of Amian Health Services LLC and Amian Health Services of Alex LLC, herein after referred to as “Amian”.  Amian delivers health-care care-services  who provide routine health and personal care support with Activities of Daily Living (ADL) to clients with physical impairments or disabilities in private homes, nursing care facilities, hospice care settings, and other residential settings. Amian holds both PCA-Medicaid Waiver Provider and Residential Rehabilitation/Supervised Independent Living (SIL), and personal care services for Veterans with licenses issued by the Division of Licensing and Certification of the Department of Social Services, Veterans Administration Social Services and the Louisiana Department of Health and Hospitals.  All administrative personnel of Amian have been merged into AOM to gain operating synergies.

7

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

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

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements for the three and nine months ended May 31, 2014 and 2013 include the accounts of Oncologix Tech, Inc. and its wholly owned subsidiaries, Dotolo Research Corporation (“DRC”), Angels of Mercy, Inc. (“AOM”), Interpretel Inc., Telplex International and International Environment Corporation collectively the Company. Dotolo Research Corporation is a Louisiana Corporation. Angels of Mercy, Inc. is a Louisiana Corporation. Oncologix Corporation is a Nevada corporation. Interpretel Inc., Telplex International and International Environment Corporation are inactive corporations. The disposition of Oncologix Corporation is shown as discontinued operations. All significant intercompany accounts and transactions have been eliminated in consolidation.

USE OF ESTIMATES

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

REVENUE RECOGNITION

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

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

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.

8

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ACCOUNTS RECEIVABLE

The Company’s receivables in its medical device segment are subject to credit risk, and the Company typically does not require collateral on its accounts receivable. Receivables are generally due within 30 days. The Company maintains an allowance for uncollectable receivables that reduces the receivables to amounts that are expected to be collected. .

The lead time for account receivables in our Personal Care service divisions ranges from 14 to 90 days. The majority of the Company’s receivables, approximately 90%, are collected within 14 days. We bill the State of Louisiana on a weekly basis and are reimbursed two weeks later via electronic funds transfer. We are able to resubmit any rejected claims an additional two times to Molina Healthcare, the EDI payment provider for payments within the next twelve months. Currently we maintain an allowance for uncollectible receivables at a rejection rate of 2% of outstanding receivables. We analyze our claim rejection rate on a quarterly basis and make quality improvements to reduce the number of rejected claims. Private pay customers are billed semi-monthly. Generally collections occur within 30 days. Veterans Administration (VA) customers are billed monthly. Generally collections occur within 45 to 60 days. Due to the recent governmental shutdown, the current lead time for payments is approximately 90 days. Upon final rejection of any resubmitted claims, the claims are resubmitted and after twelve months the receivables are written off to bad debt expense.

INVENTORY

Inventories are stated at costs and are held on a first-in, first-out basis. Currently our inventory consists primarily of miscellaneous parts.

PROPERTY AND EQUIPMENT

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

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

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

LONG-LIVED ASSETS

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

9

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

GOODWILL AND OTHER INTANGIBLE ASSETS

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

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

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

NONCONTROLLING INTEREST

ASC 810 - Consolidation addresses the accounting and reporting standards for ownership interest in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest, and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. During fiscal 2009, the Company issued a ten percent interest in its subsidiary, Oncologix Corporation, to IUTM as required in a technology agreement. The Company valued this interest at $212. Through August 31, 2013, the Company has allocated $3,701 losses to its non-controlling interest. With the disposition of Oncologix Corporation, the Company no longer will have to recognize a non-controlling interest in its subsidiary.

ADVERTISING COSTS

Advertising costs included with selling, general and administrative expenses in the accompanying consolidated statements of operations were minimal for fiscal 2014 and fiscal 2013. Such costs are expensed when incurred.

INCOME TAXES

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

10

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STOCK-BASED COMPENSATION

The Company has a stock-based compensation plan, which is described more fully in Note 9. The Company accounts for stock-based compensation in accordance with ASC 718. Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model. The fair value of all awards is amortized on a straight-line basis over the vesting periods. The expected term of awards granted represent the period of time they are expected to be outstanding. The Company determines the expected term based on historical experience with similar awards, giving consideration to the contractual terms and vesting schedules. The Company estimates the expected volatility of its common stock at the date of grant based on the historical volatility of its common stock. The risk-free interest rate is based on the U.S. treasury security rate estimated for the expected life of the options at the date of grant. If actual results differ significantly from estimates, stock-based compensation could be impacted.

CONVERTIBLE DEBT

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

RECLASSIFICATIONS

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

STOCK INCENTIVE PLANS

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

11

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NET LOSS PER COMMON SHARE

Basic earnings (loss) per share is calculated under the provisions of ASC 260 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is calculated by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated based on the weighted average number of common shares outstanding during the period plus the dilutive effect of common stock purchase warrants and stock options using the treasury stock method and the dilutive effects of convertible notes payable and convertible preferred stock using the if-converted method. On Basic and diluted earnings per share for the three and nine months ended May 31, 2014 and 2013 are as follows:

	For the Three Months Ended						For the nine months ended
	May 31,			May 31,			May 31,			May 31,
	2014			2013			2014			2013
Net gain (loss) attributable to common shareholders
Continuing operations	$	(238,952	)	$	(107,168	)	$	(1,152,393	)	$	(207,769	)
Discontinued operations		-			(32	)		95,528			(97	)
	$	(238,952	)	$	(107,200	)	$	(1,056,865	)	$	(207,866	)
Weighted average shares outstanding		112,247,396			61,674,379			93,925,094			59,906,505
Loss per common shares, basis and diluted
Continuing operations	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Discontinued operations		-			(0.00	)		0.00			(0.00	)
	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Due to the net losses during the three and nine months ended May 31, 2014 and 2013, basic and diluted loss per share was the same, as the effect of potentially dilutive securities would have been anti-dilutive. Shares attributable to convertible notes, stock options, preferred stock and warrants not included the diluted loss per share calculation. Below lists all dilutive securities as of May 31, 2014 and 2013:

	As of
	May 31,		May 31,
	2014		2013
		Underlying		Underlying
Description		Common Shares		Common Shares
Convertible preferred stock*		22,500,000		58,628,531
Convertible notes payable		81,383,460		5,383,460
Options		6,186,250		242,085
Warrants		26,583,333		-
Total potentially dilutive securities		136,653,043		64,254,076
* Our CEO irrevocably elected to not convert his preferred shares until June 1, 2014

SEGMENT INFORMATION

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

12

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

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

New Accounting Standard

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

NOTE 3 - GOING CONCERN

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

During the year ended August 31, 2013 we acquired Dotolo Research Corporation and Angels of Mercy, Inc. In December 2013, through AOM, we also acquired the assets of Amian Health Services. While these acquisitions greatly increase the value of our Company, the combined operations of OCLG is not fully cash flow positive. AOM, as a stand-alone business unit, is currently cash flow positive but alone is unable to support all the corporate overhead or needs of our other subsidiary, DRC. We anticipate that we will require approximately $1,000,000 to operate through December 31, 2014. Approximately $500,000 will be required to fund corporate overhead including debt servicing with the balance to invest into raw material inventory, manufacturing and product revisions at DRC. -. Additional funding will allow us to meet our current sales demands and expenses of DRC, AOM and Oncologix, while keeping our public filings current.

Our Company is not profitable and we have to rely on debt and equity financings to fund operations. There is no assurance that the business activities of DRC will achieve breakeven status by the end of 2014. Significant delays in achieving breakeven status could affect the ability to obtain future debt and equity funding. These factors raise substantial doubt about the Company’s ability to continue as a going concern. After auditing our financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. Currently there is a substantial doubt in the Company’s ability to continue as a going concern.

NOTE 4 – ACQUISITIONS

Dotolo Research Corporation

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

13

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

While operations have commenced with Dotolo, the revenues have not been significant since the acquisition. This is primarily due to a lack of operating capital available to procure into raw material inventory for Dotolo. .

The acquisition was accounted for using the acquisition method of accounting and the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. Identifiable intangible assets include patents, trade name and customer list. The purchase price consisted of the issuance 58,564 shares of a newly created Series D Convertible Preferred Stock (60,000 shares of Series D Preferred Stock designated). On March 22, 2013, the issued shares had a fair market value of $585,640 based on the fair market value of the underlying common stock shares. The issued Series D Convertible Preferred Stock have a liquidation value of approximately $4,700,000 and are convertible anytime after March 1, 2014 into 1,000 shares of common stock each. Please see Note 9 for a further description of the Series D Convertible Preferred Stock.

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

Cash and cash equivalents	$	1,653
Accounts receivable (net)		769
Inventory		100,881
Prepaid expenses and other current assets		31,750
Property and equipment		22,957
Deposits and other assets		10,050
Purchased goodwill		1,217,704
Patents, registrations		33,172
Total assets acquired	$	1,418,936
Accounts payable and other accrued expenses	$	507,589
Customer deposits	$	78,807
Notes payable		177,763
Notes payable - related parties		58,600
Accrued interest payable		9,743
Accrued interest payable - related parties		794
Total liabilities assumed	$	833,296

14

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Angels of Mercy, Inc.

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

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

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

Cash and cash equivalents	$	27,121
Accounts receivable (net)		111,581
Prepaid expenses and other current assets		7,851
Property and equipment		57,000
Purchased goodwill		478,721
Total assets acquired	$	682,274
Accounts payable and other accrued expenses	$	9,688
Total liabilities assumed	$	9,688

Amian Health Services

On December 10, 2013, our subsidiary Angels of Mercy acquired the assets of Amian Health Services. Pursuant to the Agreement, the Owners sold all the assets for $100,000 represented by a down payment of $75,000 at closing and a one year Secured Promissory Note for $25,000.

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

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

Cash and cash equivalents	$	8,646
Property and equipment		6,000
Purchased goodwill		85,354
Total assets acquired	$	100,000

15

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – DISCONTINUED OPERATIONS

During October 2013 the Company’s management and Board of Directors determined to dispose of Oncologix Corporation its Brachytherapy medical device subsidiary. On November 1, 2013, the company entered into a settlement agreement with Firetag, Stoss & Dowdell, PC. our former attorneys. Per the terms of the settlement agreement, we exchanged our 90% ownership and executed a $50,000 promissory note payable to Firetag in exchange for the forgiveness by Firetag of $145,522 in prior legal billings. The promissory note bears interest at 4% and requires 12 monthly payments of $4,257.49 beginning on December 1, 2013. Detailed below are the income and expenses related to these discontinued operations:

	For the Three Months Ended					For the Nine Months Ended
	May 31,		May 31,			May 31,			May 31,
	2014		2013			2014			2013
Operating expenses:
General and administrative	$	-	$	36		$	36		$	108
Depreciation and amortization		-		-			-			-
Total operating expenses		-		36			36			108
Loss from operations		-		(36	)		(36	)		(108	)
Other income (expense):
Total other income (expense)		-		-			-			-
Loss from discontinued operations		-		(36	)		(36	)		(108	)
Gain on disposal of discontinued operations		-		-			95,564			-
Loss from discontinued operations		-		(36	)		95,528			(108	)
Less loss attributable to noncontrolling interest				(4	)		-			(11	)
Net loss from discontinued operations	$	-	$	(32	)	$	95,528		$	(97	)

NOTE 6 – INVENTORY

We have inventory, on hand in the amounts of $31,271 and nil as of May 31, 2014 and 2013, respectively, as it relates to our medical device manufacturing segment. We do not maintain any inventory for our personal service care segment. Due to a lack of operating capital for procurement of raw material inventory, we have currently suspended manufacturing of our Toxygen hardware system and disposable products. Currently, inventory on hand is made up of miscellaneous Toxygen hardware parts.

16

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - LEASES

The Company leases office space in Alexandria and Lafayette Louisiana and in Phoenix, Az. and the Alexandria office lease is on a month to month basis and the Lafayette office location is on a 5-year lease. On March 28, 2014, Dotolo Research moved from its current manufacturing location in Phoenix AZ into E&R Engineer manufacturing facilities located in Tempe, Az. The rent is at no charge for a period of four months and future rent payments to E&R engineering will be at $1800 p/month. Rent expense for the nine months ended May 31, 2014 and 2013 were $64,680 and $8,400, respectively. Following are the minimum lease payments:

2014	$               8,400
2015	33,600
2016	33,600
2017	33,600
2018	33,600
Totals	$           142,800

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE:

Convertible notes payable consist of the following as of May 31, 2014 and 2013:

	May 31,			May 31,
	2014			2013
8.0% convertible note due August 31, 2014	$	100,000		$	125,000
6.0% convertible note due September 2013 (1)		235,025			235,025
8.0% convertible note due October 2, 2014 (net of discount)		(567	)		-
14.5% convertible note due July 3, 2014		275,155			-
12% convertible note due March 19, 2015 (net of discount)		5,300
12% convertible note due April 8, 2015 (net of discount)		7,260
12% convertible note due October 25, 2015 (net of discount)		4,918
12% convertible note due February 21, 2015 (net of discount)		68,429
Total unsecured convertible notes payable		695,520			360,025
Less:  Current portion		(460,495	)		(360,025	)
Long-term portion	$	235,025		$	-

The following is a summary of future minimum payments on convertible notes payable as of May 31, 2014:

	Convertible
Fiscal Year Ending August 31,	Notes Payable
2015	$ 460,495
2016	$ 235,025

During May and June 2007, we issued nine Convertible Promissory Notes in an aggregate principal amount of $700,000. Eight of these notes were converted into common stock in fiscal 2009. The remaining Convertible Promissory Note, in the principal amount of $125,000, was extended on January 28, 2010 initially to March 31, 2012, where the conversion rate was reduced to $.60, and then extended to September 30, 2013. In October 2013, the investor sold $25,000 of principal in the note to another accredited investor and currently holds a note representing the remaining $100,000 in principal. At that time, the note was extended to August 31, 2015. As of May 31, 2014, the Company has accrued interest in the amount of $58,707.00.

On April 1, 2009, we issued to Ms. Lindstrom, our former Chief Executive Officer, a convertible promissory note in lieu of payment of $235,025 in accrued salary owed to Ms. Lindstrom. This note accrues interest at a rate of 6% per annum and was originally due on March 31, 2012. On March 16, 2012, Ms. Lindstrom agreed to extend the due date of the note to September 30, 2013. There was no beneficial conversion feature recognized upon the issuance of this note. This note is currently past due. As of May 31, 2014, the Company has accrued interest in the amount of $72,864. An outside party has entered into a settlement agreement with Ms. Lindstrom to purchase the note. In connection with this Assignment agreement, the purchaser has agreed to extend the note to December 1, 2016.

18

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On October 2, 2013 we issued a convertible promissory note in the principal amount of $25,000. This promissory note bears interest at a rate of 8% per annum and is due on October 2, 2013. The note is convertible at a 45% discount of the average of the three lowest closing bid prices in the twenty days preceding the date of conversion. At no time may the holder of the note convert the note into shares exceeding 4.99% of the Company’s then outstanding common stock shares. We recorded a beneficial conversion feature of $25,000. On April 6, 2014 the holder elected to convert $17,074 in principal plus $690.46 in accrued interest into 5,383,007 shares of common stock at a conversion price of $.0033. As of May 31, 2014, the Company has accrued interest in the amount of $417.

On January 3, 2014, the Company closed on a 4 million dollar line of credit facility, with an initial draw of $500,000. The Company must meet specific monthly reporting and collateral requirements to further draw on the revolving credit facility. The $500,000 initial draw is secured by a 14.5% promissory note, which is convertible ONLY upon default by the Company. This note is due in six months with an automatic option to renew after six months. As of May 31, 2014, the company has repaid $224,845 in principal.

On October 2, 2013, the Company entered into a securities transfer agreement with an accredited investor as well as a current convertible note holder. The agreement called for the accredited investor to purchase $25,000 of the current convertible note holder note. The Company issued to the accredited investor a convertible promissory note bearing interest at 8% and convertible at a 45% discount into shares of the Company’s common stock using a three-day average of the lowest closing bid prices for the twenty trading days immediately preceding the conversion date. On October 3, 2013, the investor converted $15,620 into 4,000,000 shares of the Company’s common stock at a rate of $.003905 per share. On December 3, 2013, the investor converted the remaining principal of $9,380 into 2,008,559 shares of the Company’s common stock at a rate of $0.00467 per share. As of May 31, 2014, the Company has accrued interest in the amount of $134.

On March 19, 2014 we issued a convertible promissory note in the principal amount of $26,500 to an unrelated accredited investor. This promissory note bears interest at a rate of 12% per annum and is due on March 19, 2015. The note is convertible at a 38% discount of the lowest closing bid prices in the thirty days preceding the date of conversion. At no time may the holder of the note convert the note into shares exceeding 4.99% of the Company’s then outstanding common stock shares. We recorded a beneficial conversion feature of $26,500. As of May 31, 2014, the Company has accrued interest in the amount of $424.

On April 8, 2014 we issued a convertible promissory note in the principal amount of $50,000 to an unrelated accredited investor. This promissory note bears interest at a rate of 12% per annum and is due on April 8, 2015. The note is convertible at a 35% discount of the average 4 lowest closing bid prices in the twenty days preceding the date of conversion. At no time may the holder of the note convert the note into shares exceeding 4.99% of the Company’s then outstanding common stock shares. We recorded a beneficial conversion feature of $50,000. As of May 31, 2014, the Company has accrued interest in the amount of $871.

On April 25, 2014 we issued a convertible promissory note in the principal amount of $25,000 to an unrelated accredited investor. This promissory note bears interest at a rate of 12% per annum and is due on October 25, 2015. The note is convertible at a 35% discount of the average 4 lowest closing bid prices in the thirty days preceding the date of conversion. At no time may the holder of the note convert the note into shares exceeding 4.99% of the Company’s then outstanding common stock shares. We recorded a beneficial conversion feature of $25,000. As of May 31, 2014, the Company has accrued interest in the amount of $296.

On May 21, 2014 we issued a convertible promissory note in the principal amount of $115,000 to an unrelated accredited investor. This promissory note bears interest at a rate of 10% per annum. This principal includes a 10% OID in the amount of $10,000. The note is due in 4 equal installments beginning on the 180^th day after the execution of the note. The company may make the payments in common stock. The note is convertible at a $.009 per share. As additional consideration, the Company issued 9,583,333 5 year warrants with an exercise price of $.009. At no time may the holder of the note convert the note into shares exceeding 4.99% of the Company’s then outstanding common stock shares. We recorded a beneficial conversion feature of $38,322 related to the issuance of the warrants. As of May 31, 2014, the Company has accrued interest in the amount of $424.

19

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONVERTIBLE RELATED PARTY NOTES PAYABLE:

As of May 31, 2014 and 2013, there are no related party convertible notes payable outstanding. The note related to our former CEO is now classified as non-related convertible debt for all comparable periods.

RELATED PARTY NOTES PAYABLE:

	May 31,		May 31,
	2014		2013
6.0% line of credit (2)	$	51,600	$	62,275
				-
Outstanding unsecured related party notes payable	$	51,600	$	62,275
(1)  Note payable to current CEO.

During the last two years, Wayne Erwin, our President and CEO, has advanced a total of $51,600 directly to Dotolo in an open advance account. Interest is being accrued at a rate of 6% per annum. As of May 31, 2014 we have accrued interest in the amount of $5,551. There is no specific due date on this note.

During April 2013, Wayne Erwin, our President and CEO, had advanced a total of $10,675 to Oncologix Tech, Inc. This note bore interest at 6%. This note was paid in full in September 2013 together with accrued interest of $223.

The following is a summary of future minimum payments on related party notes payable as of May 31, 2014:

	Related Conv.
Fiscal Year Ending August 31,	Notes Payable
2014	$ 51,600

20

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OTHER NOTES PAYABLE:

		May 31,			May 31,
		2014			2013
6% note payable due August 31, 2013	$	-		$	2686
6% note payable due July 31, 2013					10,675
Note payable		60600			133,100
Note payable - fee reimbursement		10833			-
18% note payable due January 2015		30000			-
18% note payable due January 2015		20000			-
18% note payable due January 2015		78915			-
6% note payable due October 2017		498179			-
Bank line of credit loan		44469			-
Merchant Loan due January 2015		130400			-
Merchant Loan due January 2015		142109			-
18% note payable due November 2014 (net of discount)		6689			-
18% note payable due November 2014 (net of discount)		6844			-
4% note payable due November 2014		21076			-
18% note payable due December 2014 (net of discount)		70659			-
6% note payable due December 2014		14765			-
10% note payable due December 2014 (net of discount)		7692			-
6% note payable due February 2015 (net of discount)		11444			-
Subtotal		1,154,674
Less:  Long-term portion		(416,466	)		-
Current portion	$	738,208		$	-

On May 23, 2013, the Company issued a one year note in the amount of $20,000. The note bore interest at a rate of 12% per annum. The Company is required to repay the note at a rate of $1,867 per month, which includes interest, on the 15^th day of each month. The note is secured by certain collateral of our CEO. This note was paid in full in May 2014.

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

On August 1, 2013, in connection with our acquisition of Angels of Mercy, Inc. we entered into a promissory note to pay $65,000 of broker’s fees incurred in the acquisition. Monthly payments of $5,417 are due and payable beginning on August 15, 2013. This note bears no interest. As of May 31, 2014, the outstanding balance was $10,833.

On February 27, 2013 our subsidiary Dotolo, entered into a note payable agreement to provide funding to its subsidiary in the principal amount of $30,000. The note bears interest at 18% payable monthly on the 15th and is due in full in January 2015. For the nine months ended May 31, 2014, we made interest payments in the amount of $4,050. As of May 31, 2014, we have accrued interest of $1,365.

On March 17, 2013 our subsidiary Dotolo, entered into a note payable agreement to provide funding to its subsidiary in the principal amount of $20,000. The note bears interest at 18% payable monthly on the 15th and is due in full in January 2015. For the nine months ended May 31, 2014, we made interest payments in the amount of $2,700. As of May 31, 2014, we have accrued interest of $990. 

21

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On July 26, 2013 the Company issued an 18 month promissory note in the principal amount of $100,000. These funds were used for the cash down payment for the Angels acquisition. The note bears interest at 18% and requires monthly interest payments of $1,200 beginning on September 26, 2013. In December 2013, we modified the loan agreement to make monthly payments of $6,200. As of May 31, 2014 the outstanding balance was $78,915.

On August 1, 2011 our subsidiary Dotolo, entered into a note payable agreement to provide funding to its subsidiary in the principal amount of $111,500. In December 2013, this note was assumed by Oncologix Tech, Inc. The note bore interest at 6% and matures on August 31, 2015. During January through May 2014, the Board of Directors authorized the conversions of the entire principal and accrued interest amount. During that time frame, the $111,500 in principal was converted into 18,716,229 shares of the Company’s common stock and is considered paid in full.

On August 1, 2013, in connection with our acquisition of Angels of Mercy, Inc. we entered into a promissory note to pay $550,000 for the purchase of Angels of Mercy, Inc. Monthly payments of $9,115 are due and payable beginning on November 1, 2013 with a final balloon payment of $205,705 due on October 1, 2017. This note bears interest at a rate of 6%. As of May 31, 2014, the outstanding balance of the note is $498,179.

During fiscal 2014 we borrowed $45,000 from our line of open line of credit with our bank. As of May 31, 2014 the outstanding balance of the line of credit loan was $44,469.

On September 16, 2013, the Company obtained a merchant loan for additional working capital in the amount of $80,000. The merchant loan bores interest at a rate of 15% and calls for 130 daily payments of $861 for a total repayment amount of $112,000. Out of the net proceeds, the company also paid $20,000 in broker fees and loan fees of $750. This loan was paid in full on January 3, 2014.

On December 18, 2013, the Company obtained a merchant loan for additional working capital in the amount of $72,000. This loan requires 82 daily payments in the amount of $888 for a total repayment amount of $72,500. We netted gross proceeds of $49,301 after fees of $699. This note was paid off March 11, 2014.

On November 27, 2013, the Company obtained a merchant loan for additional working capital in the amount of $51,000. This loan requires 180 daily payments in the amount of $306 for a total repayment amount of $55,021. We netted gross proceeds of $46,032 after paying loan fees. This note was paid off March 11, 2014.

On March 11, 2014, the Company obtained a merchant loan for additional working capital in the amount of $150,000. This loan requires 209 daily payments in the amount of $940 for a total repayment amount of $196,500. We netted gross proceeds of $146,750 after paying loan fees.

On April 18, 2014, the Company obtained a merchant loan for additional working capital in the amount of $120,000. This loan requires 189 daily payments in the amount of $800 for a total repayment amount of $151,200. We netted gross proceeds of $119,301 after paying loan fees.

On October 1, 2013, the Company borrowed 10,000 in principal from an unrelated investor. The note was due January 2, 2014 and bore interest at 22%. Monthly interest payments of $183.33 are due on the first of each month beginning on November 1, 2013. This note was paid in full on January 3, 2014.

On November 5, 2013 and November 8, 2013, the Company entered into two, one-year promissory notes with accredited investors to borrow a total principal amount of $20,000. Each promissory note is $10,000 in principal balance, bears interest at 18% and requires monthly interest payments of $150 each. The company also issued 3,000,000 in cashless warrants as finder’s fees for these funds. The Company recorded a discount of $14,805 for the issuance of the warrants. 

22

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On November 1, 2013, the Company entered into a Settlement Agreement with its former legal counsel. The current balance owed to prior counsel is $145,523. Pursuant to the settlement agreement, the Company agreed to pay $50,000 in the form of a one year promissory note and transfer its 90% ownership interest and all marketing rights of Oncologix Corporation, one of its subsidiaries as full settlement of the current balance owed. The promissory note bears interest of 4% and requires monthly payment of $4,257 beginning on December 1, 2013. As of May 31, 2014 the outstanding balance was $21,076.

On December 3, 2013, The Company entered into a twelve month promissory note with an accredited investor to borrow a total principal amount of $75,000. The note bears interest of 18% per annum and calls for monthly payments of principal and interest of $1,375 beginning on January 15, 2014 with a balloon payment due December 15, 2014. The Company also issued as additional finders’ fees to the investor, 3,500,000 shares of common stock and 1,000,000 cashless warrants with an exercise price of $.025. As of May 31, 2014, the balance was $70,659. The Company recorded a discount of $5,992 for the issuance of the warrants.

In connection with the acquisition of Amian Health Services, the Company entered into a twelve month promissory note in the total principal amount of $25,000. The note bears interest at $6% and requires monthly payments of $2,152. As of May 31, 2014, the balance is $14,765.

On December 20, 2013, the Company issued a 1-year promissory note to a non-related accredited investor. This note bears interest at 10% per annum and matures in December 2014. As additional consideration for the operating capital loan, the company issued 3,000,000 cashless two-year warrants with an exercise price of $0.02. The Company recorded a discount of $7,746 for the issuance of the warrants. As of May 31, 2014 the Company has accrued interest of $537

On February 7, 2014, the Company issued a 1-year promissory note to a non-related accredited investor. This note bears interest at 6% per annum and matures in February 2015. As additional consideration for the operating capital loan, the company issued 1,500,000 two-year warrants with an exercise price of $0.15 and 1,000,000 shares of common stock. The Company recorded an expense of $9,000 for the issuance of the common stock. The Company recorded a discount of $5,151 for the issuance of the warrants. As of May 31, 2014 the Company has accrued interest of $277.

The following is a summary of future minimum payments on r notes payable as of May 31, 2014:

	Related Conv.
Fiscal Year Ending August 31,	Notes Payable
2014	$ 238,803
2015	531,673
2016	87,623
2017	314,743

23

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 — STOCKHOLDERS EQUITY

PREFERRED STOCK:

Series A Convertible Preferred Stock.

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

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

On March 30, 2003, the Company completed the private placement of Units pursuant to the terms of a Unit Purchase Agreement (the “Units”) with accredited investors. Each Unit consists of the following underlying securities: (i) three shares of the Company’s common stock; (ii) one share of Series A Convertible Preferred Stock, par value $.001 per share; and (iii) one three-year warrant to purchase one share of common stock at a per share price of $0.30. The warrants expired on March 31, 2006. Each share of Series A Convertible Preferred Stock is convertible into one half share of the Company’s common stock in exchange for $0.40 per common share ($.20 for each Series A Convertible Preferred share converted). The securities underlying the Units are not to be separately tradable or transferable apart from the Units until such time as determined by the Company’s Board of Directors. A total of 4,032,743 Units were issued. As of May 31, 2014 and August 31, 2013, there were 129,062 and 129,062 Units outstanding that had not been separated, respectively. These units are presented as their underlying securities on our balance sheet and consist of 64,531 shares of Series A Preferred Stock and 96,797 shares of common stock which is included in the issued and outstanding shares.

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

	Preferred	Number of				Weighted Avg.
	Shares	Common Shares		Proceeds if		Per Common Sh.
	Outstanding	Convertible		Converted		Exercise Price
Outstanding, August 31, 2012	129,062	64,531	$	25,812	$	0.40
Expired/Retired	-	-		-	$	-
Converted	-	-		-	$	0.40
Issued	-	-		-	$	-
Outstanding, August 31, 2013	129,062	64,531	$	25,812	$	0.40
Expired/Retired	-	-		-	$	0.40
Converted	-	-		-	$	-
Issued	-	-		-	$	-
Outstanding, May 31, 2014	129,062	64,531	$	25,812	$	0.40

24

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Series D Convertible Preferred Stock

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

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

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

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

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

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

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

On January 3, 2014, as payment for $150,000 of banking fees associated with our $4 million line of credit, we issued 20,000 shares of Series D Convertible Preferred Stock.

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

	Preferred		Number of				Weighted Avg.
	Shares		Common Shares		Proceeds if		Per Common Sh.
	Outstanding		Convertible		Converted		Exercise Price
Outstanding, August 31, 2012		-		-	$	-	$	-
Expired/Retired		-		-		-	$	-
Converted		-		-		-	$-
Issued		58,564		58,564,000		-	$	80.25
Outstanding, August 31, 2013		58,564		58,564,000	$	-	$	-
Expired/Retired		-		-		-	$	-
Converted		-		-		-	$	-
Issued		20,000		20,000,000		-	$	80.25
Outstanding, May 31, 2014		78,564		78,564,000	$	-	$	80.25

SUBSCRIBED COMMON STOCK:

As of May 31, 2014 and August 31, 2013, there were no shares of subscribed stock issuable.

25

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

COMMON STOCK:

On March 7, 2014, the Company increased its authorized shares of common stock to 750,000,000. The increase was approved by a majority of the Company’s shareholders on January 27, 2014.

Below are recent sales of unregistered securities:

Date	Securities			Underwriters/
Sold	Sold		Consideration	Purchasers *	Notes
10/15/2012	1,000,000	$	20,000	Accredited Investor	The Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.02 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
1/6/2013	2,000,000	$	20,000	Accredited Investor	The Company sold 2,000,000 shares of common stock to a non-related accredited investor at $0.01 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
2/8/2013	1,024,164	$	-	Anthony Silverman, former CEO	Anthony Silverman, our former President and CEO, converted a promissory note in the amount of $10,242 in principal and interest inot 1,024,164 shares of common stock at $0.01 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
6/17/2013	625,000	$	10,000	Accredited Investor	The Company sold 625,000 shares of common stock to a non-related accredited investor at $0.04 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
7/17/2013	4,000,000	$	20,000	Accredited Investor	The Company sold 4,000,000 shares of common stock to a non-related accredited investor at $0.005 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
8/8/2013	6,000,000	$	36,000	Accredited Investor	The Company sold 6,000,000 shares of common stock to a non-related accredited investor at $0.006 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
9/12/2013	1,000,000	$	-	Vendor	The Company issued 1,000,000 S-8 shares to a vendor for consulting work.  The Company recorded an expense of $11,500 upon the issuance of those shares.
9/12/2013	1,500,000	$	10,000	Accredited Investor	The Company sold 1,500,000 shares of common stock to an affiliated accredited investor at $0.00667 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
10/3/2013	4,000,000	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $15,620 in principal and interest into 4,000,000 shares of common stock at $0.00391 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
12/3/2013	1,891,123	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $9,380 in principal and interest into 1,891,123 shares of common stock at $0.00496 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/3/2014	2,000,000	$	-	Vendor	The company issued 2,000,000 shares of common stock as consideration for services.  The company recorded an expense of $22,000 in connection with this issuance.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/13/2014	3,076,923	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $20,000 in principal and interest into 3,076,923 shares of common stock at $0.0065 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/14/2014	1,000,000	$	-	Vendor	The company issued 1,000,000 shares of common stock as consideration for services.  The company recorded an expense of $19,000 in connection with this issuance.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/15/2014	117,436	$	-	Accredited Investor	Additional reset shares were issued to a non-affiliated accredited investor in connection with the prior conversion of $9,380 in principal and interest into 117,436 shares of common stock.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/21/2014	3,500,000	$	-	Accredited Investor	The company issued 3,500,000 shares of common stock as consideration for  fees.  The company recorded an expense of $45,500 in connection with this issuance.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/21/2014	1,500,000	$	-	Accredited Investor	The company issued 1,500,000 shares of common stock as consideration for  fees.  The company recorded an expense of $30,000 in connection with this issuance.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/31/2014	3,472,222	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $25,000 in principal and interest into 3,472,222 shares of common stock at $0.0072 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
2/7/2014	1,000,000	$	-	Accredited Investor	The company issued 1,000,000 shares of common stock as consideration for  fees.  The company recorded an expense of $9,000 in connection with this issuance.  These shares were exempt from registration under Section 4(2) of the Securities Act.
2/24/2014	4,615,385	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $30,000 in principal and interest into 4,615,385 shares of common stock at $0.0065 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
3/12/2014	4,615,385	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $30,000 in principal and interest into 4,615,385 shares of common stock at $0.0065 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
4/7/2014	2,936,314	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $19,086 in principal and interest into 2,936,314 shares of common stock at $0.0065 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
4/7/2014	5,383,007	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $17,764 in principal and interest into 5,383,007 shares of common stock at $0.0033 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
	56,256,959	$	116,000
*  There were no underwriters associated with any of our Sales of Unregistered Securities.

26

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NON-CONTROLLING INTEREST

On February 27, 2009, in connection with the Technology Agreement we entered into with Institut für Umwelttechnologien GmbH, a German Company (“IUT”) whereunder the parties have agreed that the Company’s marketing rights have been transferred to its subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary. As of February 27, 2009, the value of the non-controlling interest was $212. It was determined at August 31, 2010 the value of the investment in IUTM was impaired. Accordingly, we recorded an impairment loss in the amount of $3,186 for the year ended August 31, 2010. As of May 31, 2014, as a result of the disposition of Oncologix Corporation, we do not have to recognize a non-controlling interest.

WARRANTS:

The following table summarizes warrant activity in fiscal 2014 and 2013:

		Weighted Avg.
	Number	Exercise Price
Outstanding, August 31, 2012	-	-
Expired/Retired	-	-
Exercised	-	-
Issued	7,000,000	0.012
Outstanding, August 31, 2013	7,000,000	-
Expired/Retired	-	-
Exercised	-	-
Issued	19,583,333	0.012
Outstanding, May 31, 2014	26,583,333	0.012

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

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

	Nine Months Ended May 31,
	2014		2013
Volatility		124% - 702%		-
Risk free rate		0.25%		0%
Expected dividends		None		None
Expected term (in years)		2 to 5 years		-

27

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Details relative to the 26,583,333 immediately exercisable outstanding warrants at May 31, 2014 are as follows:

			Weighted
			Average
Date of	Number		Exercise		Remaining	Expiration
Grant	of Shares		Price		Exercise Life	Date
Fourth quarter of fiscal 2013		7,000,000	$	0.012	3 to 4 years		July 2017
Outstanding, August 31, 2013		7,000,000
First quarter of fiscal 2014		4,500,000	$	0.012	3 years		November 2017
Second quarter of fiscal 2014		5,500,000	$	0.017	2 to 3 years		Dec 2015 to Dec 2016
Third quarter of fiscal 2014		9,583,333	$	0.012	5 years		May 2019
Outstanding, May 31, 2014		26,583,333

On August 1, 2013, the company issued 1,000,000 four-year cashless warrants as additional consideration for the acquisition of AOM. These warrants expire four years after the date of issuance and have an exercise price of $.015.

On August 5, 2013, the company issued 6,000,000 three-year cashless warrants, to a related party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.012.

On September 11, 2013, the company issued 1,500,000 three-year cashless warrants, to a related party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.015.

On November 8, 2013, the company issued 3,000,000 three-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.01.

On December 3, 2014, the company issued 1,000,000 three-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.025.

On December 20, 2014, the company issued 3,000,000 two-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire two years after the date of issuance and have an exercise price of $.016.

On February 7, 2014, the company issued 1,000,000 two-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire two years after the date of issuance and have an exercise price of $.015.

On May 21, 2014, the company issued 9,583,333 five-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire five years after the date of issuance and have an exercise price of $.009.

The remaining contractual life of warrants outstanding as of May 31, 2014 was 3.17 years. Warrants for the purchase of 26,583,333 and nil shares were immediately exercisable on May 31, 2014 and 2013, respectively with a weighted-average price of $0.012 and nil per share.

28

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STOCK OPTIONS:

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

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

2000 Stock Incentive Plan

The Company is authorized to issue up to 7,500,000 shares of common stock under its 2000 Stock Incentive Plan. Shares may be issued as incentive stock options, non-statutory stock options, deferred shares or restricted shares. Options are granted at the fair market value of the common stock on the date of the grant and have terms of up to ten years. The 2000 Stock Incentive Plan also provides for an annual grant of options to members of our Board of Directors. For fiscal years ended August 31, 2008 through 2012, our Board of Directors elected to waive the grant of these annual options.

On December 13, 2013, the Board of directors authorized the granting of 6,100,000 options to its three officers; 2,400,000 options to Wayne Erwin, our CEO; 2,100,000 options to Michael Kramarz, our CFO; and 1,600,000 options to Vickie Hart, President of AOM. These options vest immediately and have an exercise price $.015, the closing stock price on December 13, 2013.

On December 20, 2014, the Company issued 20,000 options as part of its annual grant program to its two directors. These options vest in 1 year and have an exercise price of $.016, the closing stock price on December 20, 2013.

We have 473,253 shares of common stock available for future issuance under our 2000 Stock Incentive Plan as of May 31, 2014. This plan has been approved by our shareholders.

During the three and nine months ended May 31, 2014 and 2013, we granted nil and nil options from the stock incentive plan described above, respectively. During the three and nine months ended May 31, 2014 and 2013, nil and nil options were exercised, respectively. During the three months ended May 31, 2014 and 2013, 0 and 25,000 options expired, respectively. During the nine months ended May 31, 2014 and 2013, 150,835 and 55,000 options expired, respectively. During the three months ended May 31, 2014 and 2013, $0 and $0 was expensed as stock based compensation, respectively. During the nine months ended May 31, 2014 and 2013, $91,163 and $0 was expensed as stock based compensation, respectively.

					Weighted Average
	Number of		Option Price		Exercise Price
	Options Granted		Per Share		Per Share
Outstanding, August 31, 2012	297,085		$0.12 - $5.16	$	1.43
Granted	-		-		-
Exercised	-		-		-
Cancelled	(80,000	)	$1.60 - $5.16		2.42
Outstanding, August 31, 2013	217,085		$0.12 - $2.00	$	1.12
Granted	6,120,000		$0.015 - $0.016		0.02
Exercised	-		-		-
Cancelled	(150,835	)	$1.04 - $1.60		1.33
Outstanding, May 31, 2014	6,186,250		$0.12 - $2.00	$	0.02

29

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of the third quarter of fiscal 2014 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 May 31, 2014.

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

	Options		Options
	Outstanding		Exercisable
Number of options		6,186,250		6,166,250
Aggregate intrinsic value of options	$	-	$	-
Weighted average remaining contractual term (years)		9.47		9.47
Weighted average exercise price	$	0.02	$	0.02

2013 Omnibus Incentive Plan

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

On September 11, 2013, we issued 1,000,000 S-8 shares to a consultant in payment for investor relations work for the Company. On January 3, 2014, we issued 1,000,000 S-8 shares to a consultant in payment for services to be provided for the Company. We have 8,000,000 shares of common stock available for future issuance under our 2013 Omnibus Incentive Plan as of May 31, 2014.

NOTE 10 – BUSINESS SEGMENTS

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

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

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

30

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accounting policies of the segments are the same as those described, or referred to, in Note 2 - Summary of Significant Accounting Policies. Assets and related depreciation expense in the column labeled “Corporate Overhead” pertain to capital assets maintained at the corporate level. Segment loss from operations in the “Corporate Overhead” column contains corporate related expenses not allocable to the operating segments. Intercompany transactions between operating segments were immaterial in all periods presented.

Below are the segment assets for the periods presented.

	As of May 31, 2014
	Personal Care		Medical Device		Corporate
	Segment		Segment		Overhead		Totals
	(Unaudited)		(Unaudited)		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	115,699	$	140	$	70,541	$	186,380
Accounts receivable (net of allowance of $3,000)		230,357		3,775		-		234,132
Inventory		-		31,271		-		31,271
Prepaid expenses and other current assets		8,885		30,050		2,927		41,862
Prepaid commissions and finders' fees		-		-		4,819		4,819
Total current assets		354,941		65,236		78,287		498,464
Property and equipment (net of accumulated depreciation)		24,443		18,785		871		44,099
Deposits and other assets		-		8,750		45,000		53,750
Goodwill		564,075		1,217,704		-		1,781,779
Patents, registrations (net of amortization)		-		26,028		-		26,028
Total assets	$	943,459	$	1,336,503	$	124,158	$	2,404,120

	As of August 31, 2013
	Personal Care		Medical Device			Corporate
	Segment		Segment			Overhead		Totals
	(Unaudited)		(Unaudited)			(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	41,985	$	(2,742	)	$	213	$	39,456
Accounts receivable (net of allowance of $3,000)		104,544		3,775			-		108,319
Inventory		-		31,271			-		31,271
Prepaid expenses and other current assets		7,851		30,050			1,275		39,176
Total current assets		154,380		62,354			1,488		218,222
Property and equipment (net of accumulated depreciation)		55,950		21,461			1,122		78,533
Deposits and other assets		-		10,050			-		10,050
Goodwill		478,721		1,217,704			-		1,696,425
Patents, registrations (net of amortization)		-		30,620			-		30,620
Total assets	$	689,051	$	1,342,189		$	2,610	$	2,033,850

31

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Below are the statements of operations for the reporting periods presented.

	For the Three Months Ended May 31, 2014
		Personal Care			Medical Device			Corporate
		Segment			Segment			Overhead			Totals
Revenues	$	988,385		$	-		$	-		$	988,385
Cost of revenues		776,406			12,351			-			788,757
Gross profit		211,979			(12,351	)		-			199,628
Operating expenses:
General and administrative		166,867			4,979			105,104			276,950
Depreciation and amortization		3,157			2,423			84			5,664
Total operating expenses		170,024			7,402			105,188			282,614
Loss from operations		41,955			(19,753	)		(105,188	)		(82,986	)
Other income (expense):
Interest and finance charges		(80,786	)		(2,250	)		(84,438	)		(167,474	)
Other income (expenses)		74,667			(217	)		-			74,450
Total other income (expense)		(6,119	)		(3,258	)		(146,589	)		(155,966	)
Loss from operations	$	35,836		$	(23,011	)	$	(251,777	)	$	(238,952	)

	For the Three Months Ended May 31, 2013
		Personal Care		Medical Device			Corporate
		Segment		Segment			Overhead			Totals
Revenues	$	-	$	28,998		$	-		$	28,998
Cost of revenues		-		22,069			-			22,069
Gross profit		-		6,929			-			6,929
Operating expenses:
General and administrative		-		39,808			58,720			98,528
Depreciation and amortization		-		598			90			688
Total operating expenses		-		40,406			58,810			99,216
Loss from operations		-		(33,477	)		(58,810	)		(92,287	)
Other income (expense):
Interest and finance charges		-		-			(11,063	)		(11,063	)
Other income (expenses)		-		-			(165	)		(165	)
Total other income (expense)		-		-			(14,881	)		(14,881	)
Loss from operations	$	-	$	(33,477	)	$	(73,691	)	$	(107,168	)

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ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	For the Nine Months Ended May 31, 2014
		Personal Care			Medical Device			Corporate
		Segment			Segment			Overhead			Totals
Revenues	$	2,696,776		$	-		$	-		$	2,696,776
Cost of revenues		2,030,450			36,350			-			2,066,800
Gross profit		666,326			(36,350	)		-			629,976
Operating expenses:
General and administrative		506,387			28,222			465,301			999,910
Depreciation and amortization		9,636			7,268			252			17,156
Total operating expenses		516,023			35,490			465,553			1,017,066
Loss from operations		150,303			(71,840	)		(465,553	)		(387,090	)
Other income (expense):
Interest and finance charges		(171,837	)		(8,560	)		(454,436	)		(634,833	)
Other income (expenses)		72,775			(713	)		-			72,062
Total other income (expense)		(127,810	)		(11,621	)		(625,872	)		(765,303	)
Loss from operations	$	22,493		$	(83,461	)	$	(1,091,425	)	$	(1,152,393	)

	For the Nine Months Ended May 31, 2013
		Personal Care		Medical Device			Corporate
		Segment		Segment			Overhead			Totals
Revenues	$	-	$	28,998		$	-		$	28,998
Cost of revenues		-		22,069			-			22,069
Gross profit		-		6,929			-			6,929
Operating expenses:
General and administrative		-		39,808			139,116			178,924
Depreciation and amortization		-		598			269			867
Total operating expenses		-		40,406			139,385			179,791
Loss from operations		-		(33,477	)		(139,385	)		(172,862	)
Other income (expense):
Interest and finance charges		-		-			(16,969	)		(16,969	)
Other income (expenses)		-		-			3,235			3,235
Total other income (expense)		-		-			(34,907	)		(34,907	)
Loss from operations	$	-	$	(33,477	)	$	(174,292	)	$	(207,769	)

33

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 — COMMITMENTS AND CONTINGENCIES

CONSULTING CONTRACT

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

On January 8, 2014, the Company entered into a six month consulting contract with an unrelated party to provide investor relations services. The contract calls for monthly payments of $1,000. As additional compensation, the Company issued 1,000,000 shares of its common stock.

EMPLOYMENT AGREEMENTS

On March 22, 2013, Wayne Erwin, the Company’s Chief Executive Officer, signed a three year employment agreement. The agreement provides for an annual salary of $120,000 along with a monthly auto allowance and health insurance allowance totaling $1,250. Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. During the nine months ended May 31, 2014 and 2013, $101,250 and nil was expensed under this agreement, respectively.

On April 1, 2013, Michael Kramarz, the Company’s Chief Financial Officer, signed a three year employment agreement. The agreement provides for an annual salary of $58,000 along with a monthly auto allowance and health insurance allowance totaling $500. Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. On October 1, 2013, the Company’s Board of Directors approved a salary increase to $80,000 per year. During the six months ended May 31, 2014 and 2013, $62,669 and nil was expensed under this agreement, respectively.

On August 1, 2013, Vickie Hart, the President of Angels of Mercy, Inc., signed a three year employment agreement. The agreement provides for an annual salary of $52,000 along with a monthly health insurance allowance totaling $400. Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. During the three months ended May 31, 2014 and 2013, $46,214 and nil was expensed under this agreement, respectively.

NOTE 12 — RELATED PARTY TRANSACTIONS

FINANCING WITH RELATED PARTIES:

During the nine months ended May 31, 2014 and 2013, the Company entered into financing agreements with related parties of the Company. Please see Note 8 for further descriptions of these transactions.

NOTE 13 – JOINT VENTURES

Institut für Umwelttechnologien GmbH (IUT)

In February 2009, we entered into a Technology Agreement with Institut für Umwelttechnologien GmbH, a German Company (“IUT”). On September 23, 2010, the Company signed a Memorandum of Understanding with Institut für Umwelttechnologien GmbH and IUT Medical GMBH confirming certain understandings among the parties with respect to their future relationships and business activities as originally contemplated in their Technology Agreement of February 27, 2009, which was reaffirmed. On November 1, 2013, with the disposal of the Company’s subsidiary Oncologix Corporation, the company also ended its relationship with IUT and IUTM.

34

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 – RECENT ACCOUNTING PRONOUNCEMENTS

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

NEW ACCOUNTING STANDARD

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

35

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 – STATEMENT OF CASH FLOWS

For the nine months ended May 31, 2014, these supplemental non-cash investing and financing activities are summarized as follows:

		Amount
On September 11, 2013, the Company issued 1,500,000 warrants to an affiliated party for additional compensation related to an operating capital investment.  The value of these warrants was expensed as interest and finance charges.	$	15,656
On September 11, 2013, the Company issued 1,000,000 S-8 shares of common stock in payment for a investor relations consulting contract.		11,500
On October 2, 2013, the Company issued a $25,000 convertible promissory note to a non-related party.  We recorded a beneficial conversion feature the in amount of $25,000 related to that transaction.		25,000
On October 3, 2013, the Company recorded a loss on conversion of a convertible promissory note in the amount of $15,620.		15,620
On November 5, 2013 and November 8, 2013, the Company issued a total of 3,000,000 warrants to a non-related party as additional compensation for an operating capital investment.		14,805
On December 3, 2013, the Company recorded a loss on conversion of a convertible promissory note in the amount of $12,069.		12,069
On December 3, 2013, the Company recorded a loss on conversion of a convertible promissory note in the amount of $9,720.		9,720
On December 3, 2013, the Company issued a total of 1,000,000 warrants as additional compensation.		5,992
On December 20, 2013, the Company issued a total of 3,000,000 warrants as additional compensation.		7,746
On January 3, 2014, the Company issued 2,000,000 shares of common stock in payment for a services contract.		22,000
On January 13, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $26,154.		26,154
On January 14, 2014, the Company issued 1,000,000 shares of common stock as partial compensation for a investor relations contract.		19,000
On January 21, 2014, the Company issued 3,500,000 shares of common stock as additional compensation for finder’s fees.		45,500
On January 21, 2014, the Company issued 1,500,000 shares of common stock as additional compensation for finder’s fees.		30,000
On January 31, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $16,667.		16,667
On February 7, 2014, the Company issued 1,000,000 shares of common stock as additional compensation for finder’s fees.		9,000

36

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended May 31, 2014, these supplemental non-cash investing and financing activities are summarized as follows (continued):

On February 7, 2014, the Company issued 3,000,000 shares of common stock as additional compensation for finder’s fees.	5,151
On February 24, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $2,308.	2,308
On March 19, 2014, the Company recorded a beneficial conversion feature on the issuance of a convertible note.	26,500
On March 31, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $30,000.	30,000
On April 6, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $1,468.	1,468
On April 6, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $30,683	30,683
On April 8, 2014, the Company recorded a beneficial conversion feature on the issuance of a convertible note.	50,000
On April 25, 2014, the Company recorded a beneficial conversion feature on the issuance of a convertible note.	25,000
On May 21, the Company recorded a discount for the issuance of 9,583,333 warrants in connection with the issuance of a convertible note.	38,322
Total non-cash transactions from investing and financing activities.	$      495,861

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

On October 31, 2012, the Company entered into a note payable agreement to finance $10,404 of directors and officer’s insurance premiums.  The note bears interest at a rate of 9.27% per annum and was due in ten monthly installments of $1,085, including principal and interest, beginning on November 30, 2012.	$ 10,404
On February 8, 2013, the Company recognized a loss on the conversion of a related party convertible note payable in the amount of $10,241.	10,241
Total non-cash transactions from investing and financing activities.	$        20,645

37

ONCOLOGIX TECH, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 — SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and there are no other material subsequent events to report except the following:

On June 2, 2014, the Company entered into a three month Investor Relations consulting agreement with Synergy Business Consultants LLC. The contract is renewable in three month periods and calls for monthly payments of $5,000 beginning on June 2, 2014. As additional compensation, the Company issued the consultant 5,000,000 shares of its common stock. The Company recorded at expense of $30,000 based on the value of the common stock on June 2, 2014.

On June 2, 2014, Ms. Lindstrom entered into a note assignment and assumption agreement to assign her note to an unrelated accredited investor. Ms. Lindstrom assigned over a total of principal and accrued interest in the amount of $306,691. The assignment agreement calls for a down payment of $36,000 with quarterly payment of $22,469 beginning on September 1, 2014 and ending December 1, 2016 for total payments of $260,687.

On June 6, 2014, the Company entered into a six month consulting agreement together with its subsidiary, Dotolo Research Corporation and E & R Industries. We have contracted with E & R Industries to provide tooling services and build specific components for Dotolo related to its Toxygen products. The contract calls for three monthly payments of $20,000 beginning on June 6, 2014. In addition, the company will issue to E & R Industries 5,000,000 shares of its common stock. The Company shall hold these shares for release upon completing phase one and phase two of the consulting project.

On June 6, 2014, the Company entered into a six month consulting agreement together with its subsidiary, Dotolo Research Corporation and Craig Schmitt. We have contracted with Mr. Schmitt to provide development services and build specific components for Dotolo related to its Toxygen products. The contract calls for six monthly payments of $5,000 beginning in June 2014. In addition, the company will issue to E & R Industries 3,000,000 shares of its common stock. The Company shall hold these shares for release upon completing the project.

On June 10, 2014, the Company entered into a three month consulting agreement with Harold Halman. Mr. Halman is to assist the Company with potential acquisitions, assist with finding types of financings, and work on acquisition evaluations. The contract calls for three monthly payments of $5,000 beginning in June 2014.

On June 10, 2014, the Company’s Board of Directors authorized the reduction of the conversion price on $25,000 of principal on the Lindstrom assigned note to a 25% discount of the 30 day average closing price of our stock. In consideration for this reduced conversion price on a portion of this note, the note holder agreed to extend the due date of the remaining balance of the note to December 1, 2016. The Company issued 5,138,746 shares of its common stock for the conversion of this $25,000 in principal at a discounted price of $.004865.

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ITEM 2. Management’s Discussion And Analysis of Financial Condition and Results of Operation

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS CERTAIN STATEMENTS WHICH ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SAFE HARBOR PROVISIONS OF SECTION 27A OF THE SECURITIES ACT OF 1993, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS RELATE TO FUTURE EVENTS, INCLUDING THE FUTURE FINANCIAL PERFORMANCE OF ONCOLOGIX. IN SOME CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECTS,” “PLANS,” “ANTICIPATES,” “BELIEVES,” “ESTIMATES,” “PREDICTS,” “POTENTIAL,” OR “CONTINUE” OR THE NEGATIVE OF SUCH TERMS AND OTHER COMPARABLE TERMINOLOGY. THESE STATEMENTS ONLY REFLECT MANAGEMENT’S EXPECTATIONS AND ESTIMATES AS OF THE DATE OF THIS REPORT. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THESE EXPECTATIONS. IN EVALUATING THOSE STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER VARIOUS FACTORS, INCLUDING THE RISKS INCLUDED IN THE REPORTS FILED BY ONCOLOGIX WITH THE SEC. THESE FACTORS MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENTS. ONCOLOGIX IS NOT UNDERTAKING ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT.

This report should be read in conjunction with our Annual report on Form 10-K for the fiscal year ended August 31, 2013.

GENERAL DISCUSSION

Oncologix Tech, Inc. operates and manufactures Class II medical device products and delivers Personal Healthcare Services nationally. For its clients, Oncologix provides FDA approved medical devices and State licensed healthcare services. For its shareholders, Oncologix operates profitable business divisions that build, maintain and nourish shareholder value. The Company’s corporate mission is to be the best small cap medical device and healthcare services holding company in North America.

We were originally formed in 1995 and in 2000 we changed our name to "BestNet Communications Corp." At that time we provided worldwide long distance telephone communication and teleconferencing services to commercial and residential consumers through the internet, which we disposed of in 2007 due to lack of profitability. In July 2006 we changed our business model to medical device products.  In July 2006 we acquired JDA Medical Technologies, Inc. ("JDA") and merged this business into Oncologix Corporation, our wholly owned subsidiary.  On January 22, 2007, we changed our name to Oncologix Tech, Inc., to reflect this new business model. Our business at this time 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. Due to a lack of funding, we suspended these development activities on December 31, 2007. On November 1, 2013, due to the development of the brachytherapy device being several years away, indication that the product could not be marketed and no guarantee of FDA approvals, it was determined that continued financial support of this product by Oncologix Corporation would cost the Company substantial capital beyond its means and the Company’s management and Board of Directors disposed of Oncologix Corporation and its Brachytherapy medical device subsidiary. Furthermore, as part of the disposal, the Company was relieved of over $90,000 in debt.   

On March 22, 2013, we acquired all the outstanding stock of Dotolo Research Corporation (“Dotolo”), a FDA Registered, Class II, medical device manufacturer with 25 years of product sales in the hydro-colonic irrigation, bowel preparation market. Dotolo Research Corporation began operations in 1989 and sells hardware and disposable products to a customer base of over 900+ customers both domestically and internationally.  The Company currently operates in a limited, but competitive environment in hydro-colonic irrigation, of which there are only four (4) companies approved by the FDA to manufacture a Class II medical device for colonic-hydro therapy.  Since the acquisition, we have not had significant revenues from sales of our products, including sales to medical facilities due to a lack of operating capital needed to procure raw material inventory to currently fill customers’ orders.

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

39

On December 10, 2013, Angels of Mercy, Inc. acquired the assets of Amian Health Services LLC and Amian Health Services of Alex LLC, herein after referred to as “Amian”.  Amian delivers health-care care-services  who provide routine health and personal care support with Activities of Daily Living (ADL) to clients with physical impairments or disabilities in private homes, nursing care facilities, hospice care settings, and other residential settings. Amian holds both PCA-Medicaid Waiver Provider and Residential Rehabilitation/Supervised Independent Living (SIL), and personal care services for Veterans with licenses issued by the Division of Licensing and Certification of the Department of Social Services, Veterans Administration Social Services and the Louisiana Department of Health and Hospitals.  All administrative personnel of Amian have been merged into AOM to gain operating synergies.

CRITICAL ACCOUNTING POLICIES

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

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

Accounts Receivable. The Company’s receivables in its medical device segment are subject to credit risk, and the Company typically does not require collateral on its accounts receivable. Receivables are generally due within 30 days. The Company maintains an allowance for uncollectable receivables that reduces the receivables to amounts that are expected to be collected. The lead time for payment of the Company’s receivables in its personal care segment ranges from 14 to 90 days. The majority of the Company’s receivables are collected within 14 days. We bill the State of Louisiana on a weekly basis and are reimbursed two weeks later via electronic funds transfer. We are able to resubmit any rejected claims an additional two times to the state for payment within the next twelve months. Currently we maintain an allowance for uncollectible receivables at a rejection rate of 2% of outstanding receivables. We analyze our claim rejection rate on a quarterly basis and make work to make improvements to reduce the number of rejected claims. Private pay customers are billed semi-monthly. Generally collections occur within 30 days. Veterans Administration (VA) customers are billed monthly. Generally collections occur within 45 to 60 days. Due to the recent governmental shutdown, the current lead time for payments is approximately 90 days. Upon final rejection of any resubmitted claims, these receivables are written off to bad debt expense.

40

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

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

Goodwill and other intangible assets. The Company adopted Accounting Standards Update 2011-08 “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment (“ASU 2011-08”) in the second quarter of fiscal 2014 due to its recent acquisition of Dotolo Research Corporation. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely that not that the fair value of a reporting unit is less than its carrying amount.

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

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

COMPARISON OF THE THREE AND NINE MONTH PERIODS ENDED MAY 31, 2014 TO THE THREE AND NINE MONTH PERIODS ENDED MAY 31, 2013

RESULTS OF OPERATIONS

Revenue

Revenues were $988,385 for the three months ended May 31, 2014, compared to $28,998 for the comparable period in fiscal 2013. Revenues were driven by personal care service segment acquired in August 2013.

Revenues were $2,696,776 for the nine months ended May 31, 2014, compared to $28,998 for the comparable period in fiscal 2013. Revenues were driven by personal care service segment acquired in August 2013.

Cost of Revenues

Cost of revenues were $788,757 for the three months ended May 31, 2014, compared to $22,069 for the comparable period in fiscal 2013. Cost of revenues for DRC consist primarily of direct labor. Cost of revenues for AOM consist primarily of wages paid to personal care service employees who directly provide the PCA and SIL services.

41

Cost of revenues were $2,066,800 for the nine months ended May 31, 2014 compared to $22,069 for the comparable period in fiscal 2013. Cost of revenues for DRC consist primarily of direct labor. Cost of revenues for AOM consist primarily of wages paid to personal care service employees who directly provide the PCA and SIL services.

General and Administrative Expense

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

General and administrative expense increased to $276,950 during the three months ended May 31, 2014, from $98,528, an increase of over 100% from the comparable period in fiscal 2013. The primary reason for the increase is due to the general and administrative expenses associated with the operations of our recent acquisitions, DRC, AOM and Amian during fiscal 2014 and 2013. Payroll and related expenses increased to $104,287 during the three months ended May 31, 2014, from $51,041 in the comparable period in fiscal 2013, due primarily to the hiring of our CEO, President of AOM increase in CFO salary, and administrative salaries at AOM. Bad debt expense increased to $60,472 during the three months ended May 31, 2014, from $0 in the comparable period in fiscal 2013, due primarily to write offs of accounts receivable in the third quarter of fiscal 2014. Rent expense increased to $19,178 during the three months ended May 31, 2014, from $8,400 in the comparable period in fiscal 2013, due primarily to our recent business acquisitions’ office requirements.

General and administrative expense increased to $999,910 during the nine months ended May 31, 2014, from $178,924, an increase of over 100% from the comparable period in fiscal 2013. The primary reason for the increase is due to the general and administrative expenses associated with the operations of our recent acquisitions, DRC, AOM and Amian during fiscal 2014 and 2013. Payroll and related expenses increased to $327,788 during the nine months ended May 31, 2014, from $100,630 in the comparable period in fiscal 2013, due primarily to the hiring of our CEO, President of AOM, and administrative salaries at AOM. Stock based compensation expense increased to $91,163 during the nine months ended May 31, 2014, from $0 in the comparable period in fiscal 2013, due primarily to the issuance of stock options to the Company’s officers and directors in the second quarter of fiscal 2014. Bad debt expense increased to $60,472 during the nine months ended May 31, 2014, from $0 in the comparable period in fiscal 2013, due primarily to write offs of accounts receivable in the third quarter of fiscal 2014. Legal expense increased to $54,067 during the nine months ended May 31, 2014, from $181 in the comparable period in fiscal 2013, due primarily to legal work associated with financing and acquisition transactions. Rent expense increased to $64,680 during the nine months ended May 31, 2014, from $8,400 in the comparable period in fiscal 2013, due primarily to our recent business acquisitions’ office requirements.

Depreciation and Amortization

Depreciation and amortization increased to $5,664 during the three months ended May 31, 2014, from $688 during fiscal 2013. The increase in depreciation and amortization was the result of fixed assets acquired with the acquisitions of DRC, AOM and Amian in fiscal 2014 and 2013.

Depreciation and amortization increased to $17,156 during the nine months ended May 31, 2014, from $867 during fiscal 2013. The increase in depreciation and amortization was the result of fixed assets acquired with the acquisitions of DRC, AOM and Amian in fiscal 2014 and 2013.

Interest Income

We had no interest income in during the three and nine months ended May 31, 2014 or 2013.

Interest and Finance Charges

Interest and finance charges increased to $167,474 during the three months ended May 31, 2014 from $11,063, an increase of over 100% from the comparable period in fiscal 2013. The increase is primarily attributable to the acquisition of additional non-related party debt as a result of the acquisition of DRC, AOM and Amian during fiscal 2013, as well as the expensing of stock and warrants issued for finders’ fees.

Interest and finance charges increased to $634,833 during the nine months ended May 31, 2014 from $16,969, an increase of over 100% from the comparable period in fiscal 2013. The increase is primarily attributable to the acquisition of

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additional non-related party debt as a result of the acquisition of DRC, AOM and Amian during fiscal 2013, as well as the expensing of stock and warrants issued for finders’ fees.

Interest and finance charges – related parties decreased to $791 during the three months ended May 31, 2014, from $3,653, a decrease of 78% from the comparable period in fiscal 2013. The decrease is primarily attributable to reclassifying our former CEO’s note as non-related.

Interest and finance charges – related parties increased to $18,056 during the nine months ended May 31, 2014, from $10,931, an increase of 65% from the comparable period in fiscal 2013. The increase is primarily attributable to the issuance of warrants for finder’s fees to a related party in the first quarter of fiscal 2014.

A summary of interest and finance charges is as follows:

	For the Three Months Ended				For the Nine Months Ended
	May 31,		May 31,		May 31,		May 31,
	2014		2013		2014		2013
Interest expense on non-convertible notes	$	92,607	$	143	$	188,817	$	417
Interest expense on non-convertible notes - related parties		2,349		98		2,400		384
Interest expense on convertible notes payable		31,721		2,521		54,845		7,479
Interest expense on convertible notes payable - related parties		-		3,554		-		10,547
Amortization of note payable discounts		33,661		-		51,682		-
Amortization of note payable discounts - related parties		-		-		-		-
Other interest and finance charges		7,927		8,399		355,145		9,073
Total interest and finance charges	$	168,265	$	14,715	$	652,889	$	27,900

Loss on Conversion of Notes Payable

Loss on conversion of notes payable increased to $62,151 during the three months ended May 31, 2014, from $0, for the comparable period in fiscal 2013. The increase was due to the issuance of shares of common stock for the conversions of a non-related party convertible promissory notes during the third quarter of fiscal 2014 at below market value.

Loss on conversion of notes payable increased to $155,725 during the nine months ended May 31, 2014, from $10,242, for the comparable period in fiscal 2013. The increase was due to the issuance of shares of common stock for the conversions of a non-related party convertible promissory notes during the fiscal 2014 at below market value.

LIQUIDITY AND CAPITAL RESOURCES

During fiscal year 2013, we acquired Dotolo Research Corporation and Angels of Mercy, Inc. While these acquisitions greatly increase the value of our Company, they are not fully cash flow positive. Angels is currently cash flow positive but alone is unable to support all the corporate overhead or needs of our other subsidiary, Dotolo. In addition, we will need additional funds for raw material inventory and further development and improvement of our medical device products. We also decided to dispose of Oncologix Corporation and cease our relationship with IUTM. We anticipated that the cost of taking the Oncosphere project would take years and would cost the company millions of dollars without any guarantee of FDA approval. We anticipate that we will require approximately $1,000,000 to operate through December 31, 2014. Approximately $500,000 will be required to fund corporate overhead including debt servicing with the balance to invest into raw material inventory, manufacturing and product revisions at DRC. -. Additional funding will allow us to meet our current sales demands and expenses of DRC, AOM and Oncologix, while keeping our public filings current.

On May 31, 2014, we had cash and cash equivalents of $186,380. Our historical and current operating losses to date have been covered by equity and debt financing obtained from private investors, including certain present and former members of our Board of Directors. To date, we never achieved positive cash flow or profitability.

As of May 31, 2014, we had total outstanding short-term and long-term debt and liabilities totaling $2,896,859 net of discounts. Please see Note 8 for further information.

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OFF-BALANCE SHEET ARRANGEMENTS

As of May 31, 2014 and August 31, 2013, we had no off-balance sheet arrangements.

Recent Accounting Pronouncements

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

New Accounting Standard

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

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ITEM 3. Quantitative 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 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, due to the material weaknesses disclosed in its Annual Report on Form 10-K for the year ended August 31, 2013 that remain open, the Company’s disclosure controls and procedures were not effective as of May 31, 2014. As a result of this conclusion, the financial statements for the periods covered by this report were prepared with particular attention to the material weaknesses previously disclosed. Accordingly, management believes that the condensed consolidated financial statements included in the Quarterly Report present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows as of and for the periods presented.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the three months ended May 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 1A. Risk Factors

RISK FACTORS

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

Going Concern Qualification.

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

Risk of Issued Series D Convertible Preferred Stock to Common Shareholders

In March 2013, our Board of Directors authorized up to 60,000 shares of Series D Convertible Preferred Stock. Each share of Series D Convertible stock has a par value of $0.001 and is convertible into 1,000 shares of common stock beginning after March 1, 2014. Each share of Series D Convertible Preferred Stock has a stated value of $80.25. Each shares of Series D Convertible Preferred Stock shall have voting rights as stated next: March 1, 2013 to February 28, 2014, 400 votes per share; March 1, 2014 to February 28, 2015, 800 votes per share; March 1, 2015 to February 28, 2016, 1,200 votes per share; March 1, 2016 to February 28, 2017, 1,600 votes per share; March 1, 2017 and after, 2,000 votes per share.

In the event of any liquidation, dissolution or winding-up of the Corporation, the Series D Preferred Stock then issued and outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders in a position senior to the Corporation’s Common Stock shareholders. The effect of these senior securities could affect the value of our common stock.

Our internal control over financial reporting is not considered effective, our business and stock price could be adversely affected.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of our internal control over financial reporting in our annual report on Form 10-K for that fiscal year. Our management, including our chief executive officer and chief financial officer, does not expect that our internal control over financial reporting will prevent all error and all fraud. As of August 31, 2013, the Company identified two material weaknesses: a) Oncologix lacks the necessary corporate accounting resources to maintain adequate segregation of duties; b) In addition, we have a lack of a functioning Audit Committee as we only have one independent director is not considered a Financial Expert within the meaning of Section 407 of the Sarbanes-Oxley Act. We may experience a loss of public confidence, which could have an adverse effect on our business and on the market price of our common stock due to our internal control being ineffective.

Financial Condition of Dotolo Research Corporation (“DRC”)

DRC has limited working capital with little cash on hand at May 31, 2014. Since January 31, 2013, DRC has incurred indebtedness of $50,000 to meet its working capital needs. These two notes bear interest at 18% per annum and require minimum, monthly interest payments of $750. Additional financing will be required to get DRC to cash flow break even.

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Need for Additional Capital

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

Uncertainties Regarding Healthcare Reimbursement and Reform

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

Industry Intensely Competitive.

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

Healthcare Service Industry Intensely Competitive.

The healthcare service industry is very competitive. . We will compete with both public and private healthcare service companies that hold licenses within the State of Louisiana and directly compete with companies that may have greater financial resources and have other competitive advantages.

Intellectual Property Risk.

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

Possible Failure to Comply with Government Regulations.

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

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Exposure to Product Liability Claims.

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

Reliance on Key Personnel

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

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

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

Healthcare Service Industry Intensely Competitive.

The healthcare service industry is very competitive. . We compete with both public and private healthcare service companies that hold licenses within the State of Louisiana and directly compete with companies that may have greater financial resources and have other competitive advantages.

Compliance with Government Regulations.

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

Integration of Newly Acquired Businesses.

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

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Attraction and Retention of Qualified Personnel

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

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

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

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

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

Date	Securities			Underwriters/
Sold	Sold		Consideration	Purchasers *	Notes
10/15/2012	1,000,000	$	20,000	Accredited Investor	The Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.02 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
1/6/2013	2,000,000	$	20,000	Accredited Investor	The Company sold 2,000,000 shares of common stock to a non-related accredited investor at $0.01 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
2/8/2013	1,024,164	$	-	Anthony Silverman, former CEO	Anthony Silverman, our former President and CEO, converted a promissory note in the amount of $10,242 in principal and interest inot 1,024,164 shares of common stock at $0.01 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
6/17/2013	625,000	$	10,000	Accredited Investor	The Company sold 625,000 shares of common stock to a non-related accredited investor at $0.04 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
7/17/2013	4,000,000	$	20,000	Accredited Investor	The Company sold 4,000,000 shares of common stock to a non-related accredited investor at $0.005 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
8/8/2013	6,000,000	$	36,000	Accredited Investor	The Company sold 6,000,000 shares of common stock to a non-related accredited investor at $0.006 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
9/12/2013	1,000,000	$	-	Vendor	The Company issued 1,000,000 S-8 shares to a vendor for consulting work.  The Company recorded an expense of $11,500 upon the issuance of those shares.
9/12/2013	1,500,000	$	10,000	Accredited Investor	The Company sold 1,500,000 shares of common stock to an affiliated accredited investor at $0.00667 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act
10/3/2013	4,000,000	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $15,620 in principal and interest into 4,000,000 shares of common stock at $0.00391 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
12/3/2013	1,891,123	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $9,380 in principal and interest into 1,891,123 shares of common stock at $0.00496 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/3/2014	2,000,000	$	-	Vendor	The company issued 2,000,000 shares of common stock as consideration for services.  The company recorded an expense of $22,000 in connection with this issuance.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/13/2014	3,076,923	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $20,000 in principal and interest into 3,076,923 shares of common stock at $0.0065 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/14/2014	1,000,000	$	-	Vendor	The company issued 1,000,000 shares of common stock as consideration for services.  The company recorded an expense of $19,000 in connection with this issuance.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/15/2014	117,436	$	-	Accredited Investor	Additional reset shares were issued to a non-affiliated accredited investor in connection with the prior conversion of $9,380 in principal and interest into 117,436 shares of common stock.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/21/2014	3,500,000	$	-	Accredited Investor	The company issued 3,500,000 shares of common stock as consideration for  fees.  The company recorded an expense of $45,500 in connection with this issuance.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/21/2014	1,500,000	$	-	Accredited Investor	The company issued 1,500,000 shares of common stock as consideration for  fees.  The company recorded an expense of $30,000 in connection with this issuance.  These shares were exempt from registration under Section 4(2) of the Securities Act.
1/31/2014	3,472,222	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $25,000 in principal and interest into 3,472,222 shares of common stock at $0.0072 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
2/7/2014	1,000,000	$	-	Accredited Investor	The company issued 1,000,000 shares of common stock as consideration for  fees.  The company recorded an expense of $9,000 in connection with this issuance.  These shares were exempt from registration under Section 4(2) of the Securities Act.
2/24/2014	4,615,385	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $30,000 in principal and interest into 4,615,385 shares of common stock at $0.0065 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
3/12/2014	4,615,385	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $30,000 in principal and interest into 4,615,385 shares of common stock at $0.0065 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
4/7/2014	2,936,314	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $19,086 in principal and interest into 2,936,314 shares of common stock at $0.0065 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
4/7/2014	5,383,007	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $17,764 in principal and interest into 5,383,007 shares of common stock at $0.0033 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
6/2/2014	5,000,000	$	-	Accredited Investor	The company issued 5,000,000 shares of common stock as consideration for services.  The company recorded an expense of $30,000 in connection with this issuance.  These shares were exempt from registration under Section 4(2) of the Securities Act.
6/25/2014	5,138,746	$	-	Accredited Investor	A non-affiliated accredited investor converted a promissory note in the amount of $25,000 in principal and interest into 5,138,746 shares of common stock at $0.004865 per share.  These shares were exempt from registration under Section 4(2) of the Securities Act.
	66,395,705	$	116,000
*  There were no underwriters associated with any of our Sales of Unregistered Securities.

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ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

ITEM 6. Exhibits

Exhibits.	Description
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 15, 2014	ONCOLOGIX TECH, INC.
	By: /s/ Roy Wayne Erwin
	Roy Wayne Erwin, President and Chief Executive Officer, Principal Executive Officer
	By: /s/ Michael A. Kramarz
	Michael A. Kramarz, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer