Breitling Energy Corp - FORM 10-K

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EX-31.2 - Breitling Energy Corp	v183201_ex31-2.htm
EX-32.1 - Breitling Energy Corp	v183201_ex32-1.htm
EX-31.1 - Breitling Energy Corp	v183201_ex31-1.htm
EX-32.2 - Breitling Energy Corp	v183201_ex32-2.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended March 31, 2009

o TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

Commission File Number 000-50541

Oncolin Therapeutics, Inc.

(Exact name of small business issuer as specified in its charter)

Nevada		88-0507007
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

710 N. Post Oak Road, Suite 410, Houston, TX 77024

(Address of principal executive offices)

(832) 426-7907

(Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: $.001 Par Value Common Stock

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Issuer’s revenues for the fiscal year ended March 31, 2009, were $0.00.

The Company’s common stock is not listed on any exchange and does not trade.

The Registrant’s common stock outstanding as of May 5, 2010, was 462,055,263 shares.

DOCUMENTS INCORPORATED BY REFERENCE:

ONCOLIN THERAPEUTICS, INC.

(pka EDGELINE HOLDINGS, INC.)

INDEX TO FORM 10-K

March 31, 2009

			Page No.
Part I	Item 1.	Description of Business	4
	Item 1A.	Risk Factors	7
	Item 2.	Properties	12
	Item 3.	Legal Proceedings	12
	Item 4.	Submission of Matters to a Vote of Security Holders	12

Part II	Item 5.	Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities	13
	Item 6.	Selected Financial Data	13
	Item 7.	Management’s Discussion and Analysis or Plan of Operations	14
	Item 8.	Financial Statements	16
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
	Item 9A.	Controls and Procedures	30

Part III	Item 10.	Directors, Executive Officers, Promoters and Control Persons, and Corporate Governance; Compliance with Section 16(a) of the Exchange Act	31
	Item 11.	Executive Compensation	33
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
	Item 13.	Certain Relationships and Related Party Transactions, and Director Independence	35
	Item 14.	Principal Accountant Fees and Services	36
	Item 15.	Exhibits	36

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K (this "Form 10-K"), including statements under "Item 1. Description of Business," and "Item 6. Management's Discussion and Analysis or Plan of Operation", constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the "Reform Act"). Certain, but not necessarily all, of such forward-looking 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. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Oncolin Therapeutics, Inc. ("the Company", "we", "us" or "our") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. References in this form 10-K, unless another date is stated, are to March 31, 2009.

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

Organization

Oncolin Therapeutics, Inc. (Oncolin) (formerly, Dragon Gold Resources, Inc., (Dragon Gold) and Edgeline Holdings, Inc. (Edgeline)) was incorporated in the State of Nevada on December 13, 2000, under the name “Folix Technologies, Inc.” Effective June 14, 2004, the Company changed its name to Dragon Gold Resources, Inc. The Company's principal business was the development of a Linux based application server and thin client computing systems. During the year ended March 31, 2005, the Company entered the mineral resource exploration business through the acquisition of a 100% interest in Dragon Minerals Holdings Inc. (“DMHI”), a private British Virgin Island company. DMHI is involved in mineral property acquisition and exploration in China. On May 5, 2006, the Company and DMHI terminated their agreement dated July 14, 2004. On June 19, 2007, the shareholders approved a change in the Company’s name to Edgeline Holdings, Inc. and on March 7, 2008 to Oncolin Therapeutics, Inc.

On May 31, 2007 (the “Closing Date”), Dragon Gold Resources, Inc., entered into and closed an Agreement and Plan of Reorganization (the “Exchange Agreement”) with Secure Voice Communications, Inc., a Texas corporation (“Secure Voice”) and the stockholders of Secure Voice (the “Stock Transaction”). As a result of the Stock Transaction, Secure Voice became a wholly-owned subsidiary of Dragon Gold when Dragon Gold agreed to issue an aggregate of 3,207,840,000 shares of its common stock to the former shareholders of Secure Voice (in exchange for all the outstanding capital stock of Secure Voice), resulting in the former shareholders of Secure Voice owning approximately 98.5% of the issued and outstanding Dragon Gold common stock. As the articles of incorporation only authorized the issuance of 500,000,000 shares of common stock, Dragon Gold issued 450,053,276 shares of common stock and was obligated to issue an additional 2,757,786,724 shares of common stock. At the annual shareholders' meeting which was held on June 19, 2007, the shareholders approved an 80-for-1 reverse split that did not reduce the number of authorized shares of common stock. Upon the approval of the 80-for-1 reverse split, Dragon Gold issued the balance of these shares which equated to 34,472,334 shares on a post-split basis.

As of March 31, 2009, Oncolin had two wholly-owned subsidiaries as follows:

· Secure Voice Communications, Inc. (“Secure Voice”) – This subsidiary was incorporated in the State of Texas on May 9, 2007, with the initial primary focus being the development and readying for market a SIP (Session Initiation Protocol) based approach to defending voice traffic and voice packets against deliberate attacks such as DoS (Denial of Service) developing information.

· New EnerSource, Inc. (“New EnerSource”) – This subsidiary was incorporated in the State of Texas on August 28, 2007, with the primary purpose to engage in enhanced oil recovery (“EOR”) projects.

Business Strategy

The Company is a developmental stage company focused primarily on developing therapeutic products to treat cancer. As such, substantially all of our efforts will be devoted to performing research and experimentation, conducting clinical trials, developing and acquiring intellectual property, raising capital and recruiting and training personnel. Currently, we do not have any products in clinical trials or on the market. We are still in the early stages of identifying and conducting research on potential products.

Our current research efforts are focused upon developing drug candidates that interfere with the key mechanisms of tumor progression. The strategy of the company is to focus its efforts and a majority of its financial resources to begin clinical testing of a treatment for glioblastoma and other types of brain cancer. Oncolin also has a pipeline of three novel anticancer drug programs that have funding in excessive of $1,300,000 from National Institutes of Health (NIH) grants.

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PRODUCT DEVELOPMENT

Cancer Market

The American Cancer Society estimates that nearly 1.4 million people in the U.S. were diagnosed with cancer in 2007, excluding basal and squamous cell skin cancers and in situ carcinomas except urinary bladder carcinomas. This is an increase of approximately 12.5% from the estimated number of new cancer diagnoses of approximately 1.2 million in the year 2000. We believe this growth rate is unlikely to decrease in the foreseeable future as the causes of cancer are multiple and poorly understood.

Despite continuous advances made in the field of cancer research every year, there remains a significant unmet medical need as the overall five-year survival rate for a newly diagnosed cancer patient averages 64% according to the American Cancer Society. According to that same source, in 2004, cancer was the second leading cause of mortality in the U.S. behind heart disease. The American Cancer Society estimates that one in four deaths in the U.S. is due to cancer.

Brain Cancer

Malignant gliomas are the most common primary brain tumor in adults, accounting for more that 50% of the 20,500 new brain tumor cases in the United States each year. The most common glioma is glioblastoma multiforme, a highly lethal tumor with a media survival of less than one year. The National Cancer Institute estimates that approximately 20,500 new cases of glioblastoma were diagnosed in 2007 with 12,740 deaths. Primary intervention is surgery followed by radiation therapy and chemotherapy. Because of its invasive nature and resistance to currently available therapy there is an urgent need for novel therapeutics to treat gliomas subsequent to primary debulking surgery.

United States Regulatory Approval

FDA regulations require us to undertake a long and rigorous process before any of our product candidates may be marketed or sold in the United States. This regulatory process typically includes the following general steps:

performance of satisfactory preclinical laboratory and animal studies under the FDA’s good laboratory practices regulations;

obtaining the approval of independent Institutional Review Boards at each clinical site to protect the welfare and rights of human subjects in clinical trials;

submission to and acceptance by the FDA of an Investigational New Drug Application (IND) which must become effective before human clinical trials may begin in the United States;

successful completion of a series of adequate and well-controlled human clinical trials to establish the safety, purity, potency and effectiveness of any product candidate for its intended use;

submission to, and review and approval by, the FDA of a marketing application (NDA) prior to any commercial sale or shipment of a product; and

development and demonstration of manufacturing processes which conform to FDA-mandated current good manufacturing practices.

This process requires a substantial amount of time and financial resources.

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Preclinical tests generally include laboratory evaluation of a product candidate, its chemistry, formulation, stability and toxicity, as well as certain animal studies to assess its potential safety and effectiveness. We must submit the results of these preclinical tests, together with manufacturing information, analytical data and the clinical trial protocol, to the FDA as part of an Investigational New Drug Application, which must become effective before we may begin any human clinical trials. An application automatically become effective 30 days after receipt by the FDA, unless the FDA, within this 30-day time period, raises concerns or questions about the intended conduct of the trials and imposes what is referred to as a clinical hold. If one or more of our products is placed on clinical hold, we would be required to resolve any outstanding issues to the satisfaction of the FDA before we could begin clinical trials.

HIPAA

Other federal legislation may affect our ability to obtain certain health information in conjunction with our research activities. The Health Insurance Portability and Accountability Act of 1996, or HIPAA, mandates, among other things, the adoption of standards designed to safeguard the privacy and security of individually identifiable health information. In relevant part, the U.S. Department of Health and Human Services, or HHS, has released two rules to date mandating the use of new standards with respect to such health information. The first rule imposes new standards relating to the privacy of individually identifiable health information. These standards restrict the manner and circumstances under which covered entities may use and disclose protected health information so as to protect the privacy of that information. The second rule released by HHS establishes minimum standards for the security of electronic health information. While we do not believe we are directly regulated as a covered entity under HIPAA, the HIPAA standards impose requirements on covered entities conducting research activities regarding the use and disclosure of individually identifiable health information collected in the course of conducting the research.

As a result, unless they meet these HIPAA requirements, covered entities conducting clinical trials for us may not be able to share with us any results from clinical trials that include such health information.

Background

Currently, treatment choices available to brain cancer patients are limited. Surgery is common, but not always viable. Chemotherapy and radiotherapy have shown some clinical benefit but neither is successful in achieving long term remission.

Although many drugs, both approved and in clinical trials, show efficacy against brain tumor cell lines, they are not viable since they do not cross the blood brain barrier (body’s natural filter for brain blood supply) and therefore cannot reach the target tumor. Therefore, drugs that penetrate this blood brain barrier with novel mechanisms are of great interest for this tumor population. It has long been known that tumors depend on energy production pathways that are different from those of tumor cells. This is especially true for the progression of brain tumors which become regionally hypoxic (oxygen starved) and stimulate signaling pathways to up-regulate angiogenesis and shift metabolism to preferentially utilize glycolysis as its source of energy and survival. This metabolism shift along with a large (100 fold) up regulation of glucose receptors on brain tumor cells make inhibitors of this pathway a key target.

Employees

We currently have one full time employee. In order to implement our business plan, we will be required to employ qualified technical and administrative employees or retain the services of qualified consultants with the technical expertise to evaluate the technologies which we are seeking.

Insurance

We currently do not have any insurance coverage to cover losses or risks incurred in the ordinary course of business.

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Risk Factors

The Company’s business, financial condition and results of operations could be materially adversely affected if any of these risks materialized, which could result in the trading price of our common stock to decline.

The Company is a development stage company and there can be no assurance the Company will successfully implement its plans.

The Company is in the development stage and its operations are subject to the considerable risks inherent in the establishment of a new business enterprise. As of March 31, 2009, the Company had experienced cumulative losses equal to $2,965,385. The Company’s likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the formation of a new business which seeks to obtain funds to finance its operations in a highly competitive environment. There can be no assurance that the Company will successfully implement any of its plans in a timely or effective manner or that the Company will ever be profitable. In addition, there can be no assurances that we will choose to continue any of our current product candidates because we intend to consider and, as appropriate, divest ourselves of products or businesses that may no longer be a strategic fit to our business strategy.

The Company has a history of operating losses and does not expect to be profitable in the near future.

The Company has not generated any profits since its inception, has no source of revenues, and has incurred significant operating losses. Furthermore, due to the nature of leading-edge niche technologies, the Company does not expect to generate significant revenue until future years. As the Company begins to develop its business strategy, it expects its expenses to increase in the next few years.

Other than option agreements with UTMDACC and RDI, we have no intellectual property in which our current drugs are being developed.

If we fail to negotiate a royalty paying license agreement with UTMDACC by August 2008, unless extended until November 2008, or PRI by December 15, 2008, we will not be able to continue our research and development of our four potential drug candidates. We do not know if we will be able to enter into a license agreement with UTMDACC or PRI on terms favorable to us. Therefore, the failure to negotiate a license agreement with UTMDACC or PRI would have a material adverse effect on our business.

Failure to raise additional capital will prevent the Company from implementing its business strategy.

The Company needs to obtain significant additional capital resources through equity and/or debt financings. As of March 31, 2009, the Company had minimal assets in cash and cash equivalents and negative working capital. Unless the Company receives funds from the Dutchess transaction or any other best efforts debt or equity financing, it will need to raise additional capital to fund operations in 2009. The Company does not have credit facilities available with financial institutions or other third parties, other than the Dutchess transaction, which it cannot guarantee it will receive funds through. The Company can provide no assurance it will be successful in seeking this or any additional financing, and the failure to obtain any such financing may cause it to curtail operations.

The Company’s management is currently unproven.

The Company has a limited history of operations under the management and control of the new officers and directors of the Company. The Company believes that the combined skill, education and experience of the new management team will be successful in its endeavors; however, there is no guarantee that the new management team will be successful.

We have a limited operating history upon which to base an investment decision.

To date, we have no products and we have not demonstrated an ability to perform the functions necessary for the successful commercialization of any of our product candidates.

Our operations have been limited to organizing and staffing our company, acquiring, developing and securing our proprietary technologies and undertaking, through third parties, pre-clinical trials of our product candidates. These operations provide a limited basis for you to assess our ability to commercialize our product candidates and the advisability of investing in our Securities.

We have a history of losses and expect to incur substantial losses and negative operating cash flows for the foreseeable future, and we may never achieve or maintain profitability.

We have no revenues and are not currently profitable. We will likely need to raise additional capital as early as six months or sooner after the closing of additional financing. Since our inception, we have incurred significant net losses. As a result of ongoing operating losses, we had an accumulated deficit of $2,965,385 as of March 31, 2009.

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Even if we succeed in developing and commercializing one or more of our drugs, we expect to incur substantial losses for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating and capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future as we:

·	seek regulatory approvals for our product candidates;

·	develop, formulate, manufacture and commercialize our drugs; implement additional internal systems and infrastructure; and hire additional clinical and scientific personnel; and

expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues to achieve and maintain profitability. We may not be able to commercialize products from which to generate these revenues, and we may never achieve profitability in the future.

If we cannot raise additional funding, we will be unable to complete development of our product candidates.

We will require additional funding in order to continue our research and product development programs, including preclinical testing and clinical trials of our product candidates, for operating expenses, and to pursue regulatory approvals for product candidates. We also may require additional funding to establish manufacturing and marketing capabilities in the future. We believe that our existing capital resources and the proceeds from financing will be sufficient to satisfy our current and projected funding requirements for at least the next six months. However, these resources will be insufficient to conduct research and development programs as planned. If we cannot obtain adequate funds, we may be required to curtail significantly one or more of our research and development programs or obtain funds through arrangements with corporate collaborators or others that may require us to relinquish rights to some of our technologies or product candidates.

Although we intend to seek additional funding through public or private sales of our securities, including equity securities or through strategic alliances, we have no committed sources of additional capital. We cannot assure you that funds will be available to us in the future on favorable terms, if at all. In addition, we may continue to pursue opportunities to obtain additional financing in the future. However, additional equity or debt financing might not be available on reasonable terms, if at all, and any additional equity financings will be dilutive to our stockholders. If adequate funds are not available to us on terms that we find acceptable, or at all, we may be required to delay, reduce the scope of, or eliminate research and development efforts or clinical trials on any or all of our product candidates. We may also be forced to curtail or restructure our operations, obtain funds by entering into arrangements with collaborators on unattractive terms or relinquish rights to certain technologies or product candidates that we would not otherwise relinquish in order to continue independent operations.

Our option agreement relating to the research and investigational use of certain patents with UTMDACC may be terminated if we commit a material breach, the result of which would significantly harm our business prospects.

Our option agreement with UTMDACC is subject to termination upon 10 days written notice if fail to perform our obligation. In addition, we may not be able to reach agreement with UTMDACC on terms for a license agreement covering the technology subject to the option agreement.

The Company’s stock price is highly volatile.

The market price of the Company's common stock has fluctuated and may continue to fluctuate. These fluctuations may be exaggerated since the trading volume of its common stock is volatile. These fluctuations may or may not be based upon any business or operating results. Its common stock may experience similar or even more dramatic price and volume fluctuations in the future.

Additional capital may dilute current stockholders.

In order to provide capital for the operation of the Company’s business, it may enter into additional financing arrangements. These arrangements may involve the issuance of new common stock, preferred stock that is convertible into common stock, debt securities that are convertible into common stock or warrants for the purchase of common stock. Any of these items could result in a material increase in the number of shares of common stock outstanding which would in turn result in a dilution of the ownership interest of existing common shareholders. In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of the Company’s existing common stock.

A low market price may severely limit the potential market for the Company’s common stock.

The Company’s common stock is currently trading at a price below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-Nasdaq equity security that has a market price of less than $5.00 per share, subject to certain exceptions (a “penny stock

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For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer.

Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in the Company’s common stock.

The Company is unlikely to pay dividends on its common stock.

The Company does not anticipate paying any cash dividends on its common stock in the foreseeable future. While its dividend policy will be based on its operating results and capital needs, the Company anticipates that all earnings, if any, will be retained to finance its future operations.

We are subject to significant regulatory approval requirements, which could delay, prevent or limit our ability to market our any product.

Our research and development activities, anticipated preclinical studies, clinical trials and the manufacturing and marketing of our product candidates are subject to extensive regulation by the FDA and other regulatory agencies in the United States and by comparable authorities in Europe and elsewhere. We require the approval of the relevant regulatory authorities before we may commence commercial sales of our product candidates in a given market. The regulatory approval process is expensive and time-consuming, and the timing of receipt of regulatory approval is difficult to predict. Our product candidates could require a significantly longer time to gain regulatory approval than expected, or may never gain approval. We cannot be certain that, even after expending substantial time and financial resources, we will obtain regulatory approval for any of our product candidates. A delay or denial of regulatory approval could delay or prevent our ability to generate product revenues and to achieve profitability.

Changes in regulatory approval policies during the development period of any of our product candidates, changes in, or the enactment of, additional regulations or statutes, or changes in regulatory review practices for a submitted product application may cause a delay in obtaining approval or result in the rejection of an application for regulatory approval.

Regulatory approval, if obtained, may be made subject to limitations on the indicated uses for which we may market a product. These limitations could adversely affect our potential product revenues. Regulatory approval may also require costly post-marketing follow-up studies. In addition, the labeling, packaging, adverse event reporting, storage, advertising, promotion and record-keeping related to the product will be subject to extensive ongoing regulatory requirements. Furthermore, for any marketed product, its manufacturer and its manufacturing facilities will be subject to continual review and periodic inspections by the FDA or other regulatory authorities. Failure to comply with applicable regulatory requirements may, among other things, result in fines, suspensions of regulatory approvals, product recalls, product seizures, operating restrictions and criminal prosecution.

The FDA and foreign regulatory authorities may impose significant restrictions on the indicated uses and marketing of pharmaceutical products.

FDA rules for pharmaceutical promotion require that a company not promote an unapproved drug or an approved drug for an unapproved use. In addition to FDA requirements, regulatory and law enforcement agencies, such as the United States Department of Health and Human Services’ Office of Inspector General and the United States Department of Justice, monitor and investigate pharmaceutical sales, marketing and other practices. For example, sales, marketing and scientific/educational grant programs must comply with the Medicare-Medicaid Anti-Fraud and Abuse Act, as amended, the False Claims Act, as amended, and similar state laws. In recent years, actions by companies’ sales forces and marketing departments have been scrutinized intensely to ensure, among other things, that actions by such groups do not qualify as “kickbacks” to healthcare professionals. A “kickback” refers to the provision of any item of value to a healthcare professional or other person in exchange for purchasing, recommending, or referring an individual for an item or service reimbursable by a federal healthcare program. These kickbacks increase the expenses of the federal healthcare program and may result in civil penalties, criminal prosecutions, and exclusion from participation in government programs, any of which would adversely affect our financial condition and business operations. In addition, even if we are not determined to have violated these laws, government investigations into these issues typically require the expenditure of significant resources and generate negative publicity, which would also harm our financial condition. Comparable laws also exist at the state level.

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We are, and in the future may be, subject to new federal and state requirements to submit information on our open and completed clinical trials to public registries and databases.

In 1997, a public registry of open clinical trials involving drugs intended to treat serious or life-threatening diseases or conditions was established under the Food and Drug Administration Modernization Act, or FDMA, in order to promote public awareness of and access to these clinical trials. Under FDMA, pharmaceutical manufacturers and other trial sponsors are required to post the general purpose of these trials, as well as the eligibility criteria, location and contact information of the trials. Since the establishment of this registry, there has been significant public debate focused on broadening the types of trials included in this or other registries, as well as providing for public access to clinical trial results. A voluntary coalition of medical journal editors has adopted a resolution to publish results only from those trials that have been registered with a no-cost, publicly accessible database, such as www.clinicaltrials.gov . The Pharmaceuticals and Research Manufacturers of America has also issued voluntary principles for its members to make results from certain clinical studies publicly available and has established a website for this purpose. Other groups have adopted or are considering similar proposals for clinical trial registration and the posting of clinical trial results. The state of Maine has enacted legislation, with penalty provisions, requiring the disclosure of results from clinical trials involving drugs marketed in the state, and similar legislation has been introduced in other states. Federal legislation was introduced in the fall of 2004 to expand www.clinicaltrials.gov and to require the inclusion of study results in this registry. In some states, such as New York, prosecutors have alleged that a lack of disclosure of clinical trial information constitutes fraud, and these allegations have resulted in settlements with pharmaceutical companies that include agreements to post clinical trial results. Our failure to comply with any clinical trial posting requirements could expose us to negative publicity, fines, and other penalties, all of which could materially harm our business.

Because we are dependant on clinical research institutions and other contractors for clinical testing and for research and development activities, the results of our clinical trials and such research activities are, to a certain extent, beyond our control.

We depend upon independent investigators and collaborators, such as universities and medical institutions, to conduct our pre-clinical and clinical trials under agreements with us. These collaborators are not our employees and we cannot control the amount or timing of resources that they devote to our programs. These investigators may not assign as great a priority to our programs or pursue them as diligently as we would if we were undertaking such programs ourselves. If outside collaborators fail to devote sufficient time and resources to our drug development programs, or if their performance is substandard, the approval of our FDA applications, if any, and our introduction of new drugs, if any, will be delayed. These collaborators may also have relationships with other commercial entities, some of whom may compete with us. If our collaborators assist our competitors at our expense, our competitive position would be harmed.

If our third-party clinical trial vendors fail to comply with strict regulations, the clinical trials for our product candidates may be delayed or unsuccessful.

We do not have the personnel capacity to conduct or manage the clinical trials that we intend for our product candidates. We rely on third parties to assist us in managing, monitoring and conducting most of our clinical trials. If these third parties fail to comply with applicable regulations or do not adequately fulfill their obligations under the terms of our agreements with them, we may not be able to enter into alternative arrangements without undue delay or additional expenditures, and therefore the clinical trials for our product candidates may be delayed or unsuccessful.

Furthermore, the FDA can be expected to inspect some or all of the clinical sites participating in our clinical trials, or our third-party vendors’ sites, to determine if our clinical trials are being conducted according to current good clinical practices. If the FDA determines that our third-party vendors are not in compliance with applicable regulations, we may be required to delay, repeat or terminate the clinical trials. Any delay, repetition or termination of our clinical trials could materially harm our business.

If we are unable to retain and recruit qualified scientists or if any of our key senior executives discontinue their employment with us, it will delay our development efforts.

We are highly dependent on the principal members of our management and we intend to hire scientific staff. The loss of any of these people could impede the achievement of our development objectives. Furthermore, recruiting and retaining qualified scientific personnel to perform research and development work in the future will also be critical to our success. We may be unable to attract and retain personnel on acceptable terms given the competition among biotechnology, pharmaceutical and health care companies, universities and non-profit research institutions for experienced scientists. In addition, we rely on a significant number of consultants to assist us in formulating our research and development strategy. All of our consultants are employed by employers other than us. They may have commitments to, or advisory or consulting agreements with, other entities that may limit their availability to us.

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We have no marketing experience, sales force or distribution capabilities and, if our product candidates are approved, we may not be able to commercialize them successfully.

Although we do not currently have any products which have been approved for commercial sale, our ability to produce revenues ultimately depends on our ability to sell our products if and when they are approved by the FDA. We currently have no experience in marketing or selling pharmaceutical products and we do not have a marketing and sales staff or distribution capabilities. Our long-term strategy involves establishing alliances with third parties to assist in marking and distribution of our product candidates. There is intense competition for collaborative arrangement with pharmaceutical and biotechnology companies for establishing relationships with academic research institutions, for attracting investigators and sites capable of conducting our clinical trials and for licenses of proprietary technology. Moreover, these arrangements are complex to negotiate and time-consuming to document. Our future profitability will depend in large part on our ability to enter into effective marketing arrangements and our product revenues will depend on those marketers’ efforts, which may not be successful.

If we create a product for sale, governmental and third-party payors may subject our potential products to sales and pharmaceutical pricing controls that could limit our potential product revenues and delay profitability.

The continuing efforts of government and third-party payors to contain or reduce the costs of health care through various means may reduce our potential revenues, if we ever create a product that could be sold to the public. These payors’ efforts could decrease the price that we receive for any potential products we may develop and sell in the future. In addition, third-party insurance coverage may not be available to patients for any potential products we develop. If government and third-party payors do not provide adequate coverage and reimbursement levels for our products, or if price controls are enacted, our product revenues will suffer.

Our product candidates could infringe on the intellectual property rights of others, which may lead to costly litigation, payment of substantial damages or royalties and/or our inability to use essential technologies.

The biopharmaceutical industry has been characterized by extensive litigation and administrative proceedings regarding patents and other intellectual property rights. Whether a drug infringes a patent involves complex legal and factual issues, the determination of which is often uncertain. Our competitors may assert that our product candidates and methods infringe their patents. In addition, they may claim that their patents have priority over ours because their patents issued first. Because patent applications can take many years to issue, there may be applications now pending of which we are unaware, which could later result in issued patents that our instruments or methods may infringe. There could also be existing patents that one or more of our instruments or methods may inadvertently be infringing of which we are unaware. As the number of competitors in the market grows, the possibility of a patent infringement claim against us increases.

Infringement and other intellectual property claims, with or without merit, can be expensive and time-consuming to litigate or otherwise dispose of and can divert management’s attention from carrying on with our core business. In addition, if we lose an intellectual property litigation matter, a court could require us to pay substantial damages and/or royalties and/or prohibit us from using essential technologies. Also, although we may seek to obtain a license under a third party’s intellectual property rights to bring an end to any claims or actions asserted or threatened against us, we may not be able to obtain a license on reasonable terms or at all.

If we fail to adequately protect our intellectual property rights, our competitors may be able to take advantage of our research and development efforts to develop competing drugs.

Our commercial success will depend in part on obtaining patent protection for our products and other technologies and successfully defending these patents against third party challenges. Our patent position, like that of other biotechnology and pharmaceutical companies, is highly uncertain. One uncertainty is that the United States Patent and Trademark Office (“PTO”), or the courts, may deny or significantly narrow claims made under patents or patent applications. This is particularly true for patent applications or patents that concern biotechnology and pharmaceutical technologies, such as ours, since the PTO and the courts often consider these technologies to involve unpredictable sciences. Another uncertainty is that any patents that may be issued or licensed to us may not provide any competitive advantage to us and they may be successfully challenged, invalidated or circumvented in the future. In addition, our competitors, many of which have substantial resources and have made significant investments in competing technologies, may seek to apply for and obtain patents that will prevent, limit or interfere with our ability to make, use and sell our potential products either in the U.S. or in international markets.

Competition and technological change may make our product candidates and technologies less attractive or obsolete.

As noted in “The Company’s Business”, we compete with several pharmaceutical and biotechnology companies on similar types of technologies for the medical indications we are attempting to treat. We also may face competition from companies that may develop or acquire competing technology from universities and other research institutions. As these companies develop their technologies, they may develop competitive positions which may prevent or limit our product commercialization efforts.

Our competitors are established companies with greater financial and other resources than we have. Other companies may succeed in developing products earlier than we do, obtaining FDA approval for products more rapidly than we do or developing products that are more effective than our product candidates

Page 11

ITEM 2.

PROPERTIES

The Company’s current headquarters are located at 710 N. Post Oak Road, Suite 410, Houston, Texas 77024.

ITEM 3.

LEGAL PROCEEDINGS

The Company is not aware of any legal proceedings, pending or threatened, which it is a party to.

Page 12

PART II

ITEM 5.

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

The Company’s Common Stock is listed on the over-the-counter electronic bulletin board (“OTCBB”) under the symbol “OCOL.OB”. The following table sets forth the range of high and low bid prices for the last three fiscal years.

Year 2009	High		Low
Quarter ended March 31, 2009	$	0.025	$	0.023
Quarter ended December 31, 2008	$	0.0085	$	0.007
Quarter ended September 30, 2008	$	0.04	$	0.03
Quarter ended June 30, 2008	$	0.23	$	0.17
Year 2008	High		Low
Quarter ended March 31, 2008	$	0.40	$	0.39
Quarter ended December 31, 2007	$	0.73	$	0.30
Quarter ended September 30, 2007	$	2.40	$	0.40
Quarter ended June 30, 2007	$	3.20	$	1.60

ITEM 6.

SELECTED FINANCIAL DATA

This item does not apply to small reporting companies.

Page 13

ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

As a development stage company, substantially all of our efforts will be devoted to performing research and experimentation, conducting clinical trials, developing and acquiring intellectual properties, raising capital and recruiting and training personnel.

Results of Operations - March 31, 2008 to March 31, 2009

The Company has had no revenue for the period from March 31, 2008 through March 31, 2009.

The Company’s expenses totaled $1,527,470 from March 31, 2008 through March 31, 2009, which were primarily comprised of professional fees of $575,303, compensation and related expenses of $281,879, and other general and administrative expenses of $186,687.

The Company’s net operating loss for the period from March 31, 2008 through March 31, 2009 was $1,048,705 or $0.01 per share (basic and diluted).

Liquidity and Capital Resources

As of March 31, 2009, the Company had cash in non-restrictive accounts of $300 and negative working capital of $451,390.

Net cash used in operating activities was $165,649. The Company experienced an increase in accounts payable of $180,227 and a decrease in accrued liabilities of $60,060.

For the period, cash provided by financing activities totaled $164,775.

To execute its business strategy, the Company needs to obtain significant additional capital resources through equity and/or debt financings. As of March 31, 2009, the Company had minimal assets in cash and cash equivalents and negative working capital.

Page 14

Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page

Reports of Independent Registered Public Accounting Firms		F-1
Consolidated Balance Sheets as of March 31, 2009 and 2008		F-3
Consolidated Statements of Operations for the year ended March 31, 2009 and the period from May 9, 2007 (inception) to March 31, 2008 and for the period from May 9, 2007 (inception ) through March 31, 2009		F-4
Consolidated Statements of Changes in Shareholders’ Deficit for the period from May 9, 2007 (inception) through March 31, 2009		F-5
Consolidated Statements of Cash Flows for the year ended March 31, 2008 and 2009 the period from May 9, 2007 (inception) to March 31, 2008 and for the period from May 9, 2007 (inception ) through March 31, 2009		F-6
Notes to Consolidated Financial Statements		F-7

Page 15

ITEM 8.

FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Oncolin Therapeutics, Inc. and Subsidiaries

(A Development Stage Company)

Houston, Texas

We have audited the accompanying consolidated balance sheet of Oncolin Therapeutics, Inc. and subsidiaries as of March 31, 2009 and the related consolidated statements of operations, stockholders' deficit and cash flows for the year then ended and for the period from May 9, 2007, (inception) through March 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The consolidated financial statements for the period from inception through March 31, 2008 include a net loss of $1,736,680. Our opinion on the consolidated statements of operations, shareholders’ deficit and cash flows for the period from inception through March 31, 2009, insofar as it relates to amounts for periods through March 31, 2008, is based solely on the report of other auditors.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Oncolin Therapeutics, Inc. and subsidiaries as of March 31, 2009, and the results of its operations and its cash flows for the year then ended and for the period from May 9, 2007, (inception) through March 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has never generated any revenue and has suffered recurring losses from operations and at March 31, 2009 is in a negative working capital position. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Malone Bailey, LLP

www.malonebailey.com

Houston, Texas

May 5, 2010

Page 16 (F-1)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Oncolin Therapeutics, Inc. and Subsidiaries

(A Development Stage Company)

Houston, Texas

We have audited the accompanying consolidated balance sheet of Oncolin Therapeutics, Inc. and subsidiaries as of March 31, 2008 and the related consolidated statements of operations, shareholders' deficit and cash flows for the period from inception (May 9, 2007) through March 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Oncolin Therapeutics, Inc. and subsidiaries as of March 31, 2008, and the results of its operations and its cash flows for the period from inception (May 9, 2007) through March 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has never generated any revenue and has suffered recurring losses from operations and at March 31, 2008 is in a negative working capital position. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

July 14, 2008

Page 17 (F-2)

ITEM 1.

FINANCIAL STATEMENTS

ONCOLIN THERAPEUTICS, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

	March 31, 2009			March 31, 2008

ASSETS

Cash and cash equivalents	$	300		$	1,174
Prepaid expenses		-			30,750
Deferred financing costs, net		-			12,915
Total current assets		300			44,839
Property and equipment, net		4,002			4,670
Option agreement, net		-			11,111
Total assets	$	4,302			60,620

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
Accounts payable	$	226,113		$	109,188
Accounts payable – related parties		102,173			111,783
Accrued liabilities		28,102			124,730
Notes payable – related parties		95,302			410,000
Total liabilities		451,690			755,701

Shareholders' deficit:
Common stock, $.001 par value, 500,000,000 shares authorized; 462,055,263 and
42,069,533shares issued and outstanding at March 31, 2009 and 2008 respectively		462,055			42,069
Additional paid-in capital		1,875,942			999,530
Deficit accumulated during the development stage		(2,785,385	)		(1,736,680	)
Total shareholders’ deficit		(447,388	)		(695,081	)
Total liabilities and shareholders' deficit	$	4,302		$	60,620

See accompanying notes to consolidated financial statements

Page 18 (F-3)

ONCOLIN THERAPEUTICS, INC. AND SUBSIDIARIES

(formerly EDGELINE HOLDINGS, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED MARCH 31, 2009, THE PERIOD FROM MAY 9, 2007 (INCEPTION) THROUGH MARCH 31, 2008 AND FOR THE PERIOD FROM MAY 9, 2007 (INCEPTION) TO MARCH 31, 2009

	March 31, 2009			Inception (May 9, 2007) to March 31, 2008			Inception (May 9, 2007) to March 31, 2009

Revenue	$	—		$	—		$	—

Operating expenses:
Compensation and related expenses		281,879			727,445			1,009,324
Office administration		7,646			13,359			21,005
Professional fees		575,303			274,635			849,938
Investor relations		19,940			272,504			292,444
Merger expenses		-			8,113			8,113
Impairment of license agreement		-			80,100			80,100
Acquisition costs of subsidiary		-			220,000			220,000
Depreciation and amortization		20,668			9,364			30,032
Other expenses		186,687			105,339			292,026
Total operating expenses		1,092,123			1,710,859			2,802,982

Interest expense		435,347			25,821			461,168
Gain on deconsolidation of subsidiary		(478,765	)		-			(478,765	)
Other expenses		(43,418	)					(17,597	)

Net loss	$	(1,048,705	)	$	(1,736,680	)	$	(2,785,385	)

Net loss per share:
Basic and diluted		(0.00	)		(0.05	)

Weighted average number of common shares
outstanding:
Basic and diluted		220,556,891			36,662,218

See accompanying notes to consolidated financial statements

Page 19 (F-4)

ONCOLIN THERAPEUTICS, INC. AND SUBSIDIARIES

(formerly EDGELINE HOLDINGS, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM MAY 9, 2007 (INCEPTION) TO MARCH 31, 2009

										Deficit
										Accumulated
							Additional			During the
				Common			Paid-in			Development
	Shares			Stock			Capital			Stage			Total
May 9, 2007 (inception)		-		$	-		$	-		$	-		$	-
Issuance of common stock for cash		3,204,842		$	3,205			(2,040	)		-			1,165
Issuance of common stock for services		2,420,824			2,421			(1,541	)		-			880
Common shares issued for reverse merger		624,334			624			(624	)		-			0
Issuance of additional common stock in reverse merger		34,472,334			34,472			(34,472	)		-			0
Post-merger capitalization		40,722,334			40,722			(38,677	)		-			2,045
Cancellation of common stock issued		(300,000	)		(300	)		300			-			0
Issuance of common stock to acquire Intertech Bio		500,000			500			219,500			-			220,000
Issuance of common stock for services		600,000			600			295,400			-			296,000
Issuance of common stock for exercise of stock options		547,199			547			194,726			-			195,273
Issuance of stock options for services		-			-			328,281			-			328,281
Net loss		-			-						(1,736,680	)		(1,736,680	)
Balance at March 31, 2008		42,069,533		$	42,069		$	999,530		$	(1,736,680	)	$	(695,081	)
Issuance of common stock for services		4,355,500			4,356			271,031			-			275,387
Issuance of common stock for exercise of
stock options		262,460			262			74,513			-			74,775
Issuance of stock options for services		-			-			43,683			-			43,683
Discount on convertible debt due to
beneficial conversion feature		-			-			397,985			-			397,985
Issuance of common stock for the
conversion of debt		414,567,770			414,568			-			-			414,568
Issuance of common stock for cash		800,000			800			89,200			-			90,000
Net loss		-			-			-			(1,048,705	)		(1,048,705	)
Balance at March 31, 2009		462,055,263		$	462,055		$	1,875,942		$	(2,785,385	)	$	(447,388	)

See accompanying notes to consolidated financial statements

Page 20 (F-5)

ONCOLIN THERAPEUTICS, INC. AND SUBSIDIARIES

(formerly EDGELINE HOLDINGS, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED MARCH 31, 2009, THE PERIOD FROM MAY 9, 2007 (INCEPTION) THROUGH MARCH 31, 2008 AND FOR THE PERIOD FROM MAY 9, 2007 (INCEPTION) TO MARCH 31, 2009

	March 31, 2009			Inception (May 9, 2007) to March 31, 2008			Inception (May 9, 2007) to March 31, 2009

Cash flows from operating activities:
Net loss	$	(1,048,705	)	$	(1,736,680	)	$	(2,785,385	)
Adjustments to reconcile net loss to cash
used in operating activities:
Depreciation and amortization		11,779			9,364			21,143
Amortization of deferred financing costs		12,915			2,085			15,000
Non-cash compensation expense relating to license agreement		-			119,900			119,900
Amortization of debt discount		397,985			-			397,985
Share-based compensation		319,070			594,411			913,481
Impairment of license agreement		-			80,100			80,100
Non-cash acquisition costs of subsidiary		-			220,000			220,000
Changes in assets and liabilities:
Other current assets		30,750			(15,000	)		15,750
Accounts payable		180,227			109,188			289,415
Accounts payable related parties		(9,610	)		111,783			102,173
Accrued liabilities		(60,060	)		124,730			64,670
Net cash used in operating activities		(165,649	)		(380,118	)		(545,768	)

Cash flows from investing activities:
Investment in option agreement		-			(20,000	)		(20,000	)
Purchase of property and equipment		-			(5,145	)		(5,145	)
Net cash used in investing activities		-			(25,145	)		(25,145	)

Cash flows from financing activities:
Proceeds from notes payable related parties		-			223,000			223,000
Repayment of notes payable related parties		-			(13,000	)		(13,000	)
Proceeds from issuance of common stock		90,000			1,165			91,165
Proceeds from exercise of stock options		74,775			195,273			270,048
Net cash provided by financing activities		164,775			406,438			571,213

Net change in cash	$	(874	)	$	1,174		$	300
Cash and cash equivalents, beginning of period		1,174			-			-
Cash and cash equivalents, end of period	$	300		$	1,174		$	300

Supplemental disclosures:
Interest paid	$	1,799		$	3,834		$	5,633
Taxes paid		-			-			-

Non-cash investing and financing activities:
Cancellation of stock certificate	$	-		$	300		$	300
Issuance of note payable for license agreement		-			200,000			200,000
Stock issued for prepaid investor relation services		-			73,800			73,800
Debt Discount on Convertible Notes		397,985			-			397,985
Conversion of Notes Payable & Accrued Interest		414,568			-			414,568

See accompanying notes to consolidated financial statements

Page 21 (F-6)

ONCOLIN THERAPEUTICS, INC.AND SUBSIDIARIES

(formerly EDGELINE HOLDINGS, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.

Organization and Significant Accounting Policies

Organization and Nature of Business

Oncolin Therapeutics, Inc. (formerly, Edgeline Holdings, Inc. (Edgeline), formerly, Dragon Gold Resources, Inc., (Dragon Gold)) was incorporated in Nevada on December 13, 2000.

Effective May 9, 2007, Dragon Gold Resources, Inc. completed a reverse merger with Secure Voice Communications, Inc., a Texas corporation (“Secure Voice”). As a result of the transaction, Secure Voice became a wholly-owned subsidiary of Dragon Gold when Dragon Gold agreed to issue an aggregate of 3,207,840,000 shares of its common stock (pre-reverse split) to the former shareholders of Secure Voice (in exchange for all the outstanding capital stock of Secure Voice), resulting in the former shareholders of Secure Voice owning approximately 98.5% of the issued and outstanding Dragon Gold common stock. As the articles of incorporation only authorized the issuance of 500,000,000 shares of common stock, Dragon Gold issued 450,053,276 shares of common stock (pre-reverse split) and was obligated to issue an additional 2,757,786,724 shares of common stock (pre-reverse split). At the annual shareholders’ meeting which was held on June 19, 2007, the shareholders approved an 80-for-1 reverse split that did not reduce the number of authorized shares of common stock. Upon the approval of the 80-for-1 reverse split, Dragon Gold issued the balance of these shares which equated to 34,472,334 shares on a post-split basis.

On February 15, 2008, the Company amended its Articles of Incorporation to change the par value of the Company’s Common Stock from $0.08 to $0.001, to authorize 25,000,000 shares of blank-check preferred stock and to change the name of the Company from “Edgeline Holdings, Inc.” to “Oncolin Therapeutics, Inc. The accompanying consolidated financial statements and related notes give retroactive effect to the change in par value.

As of March 31, 2009, Oncolin had two wholly-owned subsidiaries as follows:

· Secure Voice – This subsidiary was incorporated in the State of Texas on May 9, 2007, with the initial primary focus being the development and readying for market a SIP (Session Initiation Protocol) based approach to defending voice traffic and voice packets against deliberate attacks such as DoS (Denial of Service) developing information.

Intertech Bio Corporation (“Intertech Bio”) – Intertech Bio was incorporated in the State of Texas on August 8, 2007. Its primary purpose was to focus on developing products to treat cancer, infectious diseases and other medical conditions associated with compromised immune systems. On February 23, 2009, the Company distributed 75% of their ownership in Intertech Bio in exchange for the assumption of certain liabilities and future obligations associated with the ongoing operations of Intertech Bio. Oncolin will retain an approximate 25% interest in Intertech Bio and will not be responsible for future costs associated with Intertech Bio.

Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenue since its inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. As of March 31, 2009, the Company has accumulated losses of $2,965,385 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

Principles of Consolidation

The consolidated financial statements include the accounts of Oncolin Therapeutics, Inc. (a Nevada corporation) and its wholly owned subsidiaries, Secure Voice and New Enersource Inc. All significant inter-company accounts and transactions have been eliminated.

Page 22 (F-7)

Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Development stage

The Company complies with FASB ASC 915-15 for its characterization of the Company as development stage.

Property and Equipment

Property and equipment are recorded at cost and are depreciated using the straight line method over their estimated useful lives. As of March 31, 2009, the property and equipment included personal computers

Loss per Share

In accordance with FASB ASC 260, “Earnings per Share”, basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Under ASC 260, diluted net income/(loss) per share is computed by dividing the net income/(loss) for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive.

Income Taxes

Income taxes are recorded in accordance with FASB ASC 740, “Accounting for Income Taxes”. This statement requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in the financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company's assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized.

The Company has not filed tax returns for 2007-2009. As of March 31, 2009, there is approximately $3,000,000 in accumulated losses for tax purposes. When the tax returns are completed, these losses will give rise to deferred tax assets, a significant portion of which are likely to be net operating loss carry forwards. Due to the May 30, 2007 reverse merger, these net operating loss deferred tax assets will be subject to limitations. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. Because of these potential limitations and the Company’s history of losses, the Company has not recognized any deferred tax asset and has placed a full valuation allowance on such assets.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with FASB ASC 718, which requires the measurement and recognition of compensation expense for all share-based payments made to employees and directors based on estimated fair values. Share-based payments awarded to consultants are accounted for in accordance with FASB ASC 505-50, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Connection with Selling, Goods or Services.”

FASB ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statement of operations.

Stock-based compensation expense recognized is based on the value of the portion of share-based payment awards that is ultimately expected to vest. The Company generally attributes the value of stock-based compensation to expense using the straight-line method.

The Company estimates fair value of share-based awards using the Black-Scholes-Merton option-pricing formula (“Black-Scholes model”). This model requires the Company to estimate expected volatility and expected life, which are highly complex and subjective variables. The Company estimates expected term using the safe-harbor provisions of FASB ASC 718, “Share-Based Payment.” The Company estimated its expected volatility by taking the average volatility determined for a peer group of similar publicly-traded companies.

Fair Value of Financial Instruments

The fair value of note payable, cash, accounts payable, and accrued expenses approximates their carrying value due to the short-term nature of these financial instruments. The Company does not have material financial instruments with off-balance sheet risk.

Page 23 (F-8)

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Note 2.

Property and Equipment

Property and equipment consist of the following at March 31, 2009 and 2008, respectively:

	2009		2008
Computers	$	5,145	$	5,145

Less: accumulated depreciation		1,143		475
	$	4,002	$	4,670

Note 3.

Prepaid Expenses

Prepaid expenses at March 31, 2008 consisted primarily of prepaid investor relations expense which was amortized over the terms of the agreement with an investor relations firm. There were no prepaid expenses at March, 31, 2009.

Note 4.

Deferred Financing Costs

At March 31, 2008, deferred financing costs incurred were capitalized and subsequently amortized using the interest method of accretion over the estimated life of the debt. $12,915 of deferred financing costs were fully amortized at March 31, 2009.

Note 5.

Option Agreement

On November 30, 2007, the Company entered into an Option Agreement with The University of Texas M.D. Anderson Cancer Center (“UTMDACC”) to evaluate certain patent rights in relation to products arising and to negotiate a license with UTMDACC for the use of such patent rights on five (5) specific intellectual property rights. As consideration for the option, the Company paid UTMDACC $20,000 for the period November 30, 2007 through August 30, 2008, and had the right to extend the option term to November 30, 2008, by paying UTMDACC an additional $40,000 on or before August 30, 2008. Amortization expense relating to this Option Agreement for the year ended March 31, 2009 and 2008 was $11,111 and $8,889, respectively. As of March 31, 2009, no payment was made for the extension fee and the extension agreement has not been executed. The option was transferred to Intertech Bio, which was spun out from the Company in February 2009.

Note 6.

Accounts Payable – Related Parties

Certain officers, directors and consultants, who are also stockholders of the Company, have paid for goods and services, or incurred expenses, for the benefit of the Company. As of March 31, 2009 and 2008, the amounts due from the Company to these related parties were $102,173 and $111,783, respectively.

Page 24 (F-9)

Note 7.

Notes Payable – Related Parties

Notes payable related parties as of March 31, 2009 and March 31, 2008 consist of the following:

Description	March 31, 2009		March 31, 2008

On May 10, 2007, Secure Voice Communications, Inc. (Texas) entered into a note agreement with Secure Voice Communications, Inc. (Florida) to acquire the license rights to a voice over IP (“VoIP”) technology. The principal amount of the note is $200,000 with an annual interest rate of 9% and principal and accrued interest due May 10, 2008. The principal amount of the note exceeded the fair value of the license rights of $80,100 and the excess was charged to compensation expense. Secure Voice Communications, Inc. (Florida) is owned 100% by KM Casey No. 1 LTD which is an affiliate of Kevan Casey, who is also affiliated with Silver Star Holdings, the majority shareholder of Oncolin. At June 30, 2007, the Company performed an impairment test on the carrying value of the license agreement it had acquired from Secure Voice Communications, Inc. (Florida) and determined an impairment charge for the full carrying value of $80,100 was warranted. On May 21, 2008, the Company amended this notes agreement into a convertible note. See Note 8.	$	-	$	200,000

On June 13, 2007, Oncolin entered into a note agreement with Tommy Allen, a shareholder of the Company in the principal amount of $20,000 at an annual interest rate of 10% and principal and accrued and unpaid interest due September 30, 2007. During the quarter ended September 30, 2007, the Company had repaid $13,000 of the principal amount of the note to Mr. Allen. Mr. Allen verbally agreed to extend the due date of the note and accrued interest to March 31, 2009. No principal or interest payments have been made through the date of this filing.		7,000		7,000

On July 24, 2007, Oncolin entered into a note agreement with SCJ Resources Corporation, an entity owned 100% by the Company’s former CFO, in the principal amount of $25,000 at an annual interest rate of 10% and principal and accrued and unpaid interest due September 30, 2007. In addition, the Company agreed to pay SCJ Resources Corporation a 10% transaction fee that will accrue interest from the date of the note. This note is currently in default. The Company is withholding payment pending the outcome of a litigation between SCJ Resources Corporation and an affiliate owned by the major shareholder of the Company. No principal or interest payments have been made through the date of this filing.		25,000		25,000

On November 30, 2007, the Company entered into a note agreement with Kevan Casey in the principal amount of $15,000 and annual interest rate of 10%. The principal and accrued interest are due on May 31, 2008. On May 21, 2008, the Company amended this notes agreement into a convertible note. See Note 8.		-		15,000

On November 30, 2007, the Company entered into a note agreement with KM Casey No. 1 LTD in the principal amount of $32,000and an annual interest rate of 10%. The principal and accrued interest are due on May 31, 2008. On May 21, 2008, the Company amended this notes agreement into a convertible note. See Note 8.		-		32,000

On February 12, 2008, the Company entered into a note agreement with Kevan Casey in the principal amount of $70,000 and an annual interest rate of 10%. The principal and accrued interest are due upon demand. On May 21, 2008, the Company amended this notes agreement into a convertible note. See Note 8.		-		70,000

On February 27, 2008, the Company entered into a note agreement with Kevan Casey in the principal amount of $28,000 and an annual interest rate of 10%. The principal and accrued and unpaid interests are due upon demand. On May 21, 2008, the Company amended this notes agreement into a convertible note. See Note 8.		-		28,000

On March 3, 2008, the Company entered into a note agreement with Kevan Casey in the principal amount of $8,000 and an annual interest rate of 10%. The principal and accrued and unpaid interests are due upon demand. On May 21, 2008, the Company amended this notes agreement into a convertible note. See Note 8.		-		8,000

On March 14, 2008, the Company entered into a note agreement with Kevan Casey in the principal amount of $25,000 and an annual interest rate of 10%. The principal and accrued and unpaid interests are due upon demand. On May 21, 2008, the Company amended this notes agreement into a convertible note. See Note 8.		-		25,000

On September 30, 2008, Oncolin entered into a note agreement with J. Leonard Ivins, an officer of the Company, in the principal amount of $63,302 at annual interest rate of 10%. The note was executed in exchange for the cancellation of Mr. Ivins’ employment agreement and all outstanding amounts due to him as of September 30, 2008. The note and accrued interest are due on January 30, 2009. No principal or interest payments have been made through the date of this filing.		63,302		-

Total	$	95,302	$	410,000

Page 25 (F-10)

Note 8.

Convertible Notes

On May 21, 2008, the Company amended its notes agreement with Kevan Casey into a convertible note whereby any part of the unpaid principal amount and accrued interest of the notes could be converted into shares of the Company’s common stock at the lesser of (i) $0.05 per share or (ii) 50% of the closing market price of the Company’s common stock prior to the Conversion Notice (as defined below), but in no case below $0.001, at the option of the Holder in whole or in part at any time following the Issuance Date up to and including the day that all of the Principal Amount and interest accrued but unpaid thereon, if any, are paid in full. The conversions into common stock carry a “net cashless” beneficial conversion feature resulting in discount of $148,602 on the convertible note. On October 28, 2008, Mr. Casey exercised the conversion option in the note agreement and converted the notes for 154,793,640 shares of the Company’s common stock.

On May 21, 2008, the Company also amended its note agreement with KM Casey No. 1 LTD into a convertible note whereby any part of the unpaid principal amount and accrued interest of the notes shall be convertible into shares of the Company’s common stock at the lesser of (i) $0.05 per share or (ii) 50% of the closing market price of the Company’s common stock prior to the Conversion Notice (as defined below), but in no case below $0.001, at the option of the Holder in whole or in part at any time following the Issuance Date up to and including the day that all of the Principal Amount and interest accrued but unpaid thereon, if any, are paid in full. The conversions into common stock carry a “net cashless” beneficial conversion feature resulting in discount of $249,383 on the convertible note. On October 28, 2008, KM Casey No. 1 LTD exercised the conversion option in the note agreement and converted the notes for 259,774,130 shares of the Company’s common stock.

The Company evaluated the amendments above under ASC 470-60 “Troubled Debt Restructurings.” Because Kevan Casey did not grant a concession on this outstanding loan, the transaction was not accounted for as troubled debt restructuring. Consequently, the Company evaluated the transaction under ASC 470-50 “Debtor’s Accounting for a Modification or Exchange of Debt Instruments” to determine if the modification was substantial. Because the amendment added a conversion option to the notes payable, the debt modification was determined to be substantial and accordingly the debt was extinguished. No gain or loss was recognized on the extinguishment. As a result, the Company analyzed the amended convertible notes for derivative accounting consideration under FASB ASC 815-15 and FASB ASC 815-40. The Company determined that, due to the floor of $0.001 noted above, the embedded conversion option in the convertible notes met the criteria for classification in stockholders equity under FASB ASC 815-15 and FASB ASC 815-40. Therefore, derivative accounting was not applicable for these convertible notes payable.

In addition, the Company evaluated the convertible notes under ASC 470-20 and determined that they contained a beneficial conversion feature with an intrinsic value of $397,985. This amount was recorded as a discount to the note to be amortized until maturity using the effective interest method. As the notes were converted during the period, the entire remaining discount was amortized to interest expense during the year ended March 31, 2009.

Note 9.

Common Stock

Fiscal 2009

On May 1, 2008, the Company issued 150,000 shares of its common stock to a professional firm for legal services valued at $51,000.

Page 26 (F-11)

In June 2008, the company sold 800,000 shares of common stock to individuals for cash proceeds totaling $90,000.

On August 4, 2008, the Company issued 2,437,500 shares to J. Leonard Ivins as part of the settlement of amounts due him. The Company valued these shares at $146,250.

Also on August 4, 2008, the Company issued 1,168,000 shares valued at $70,080 to third parties for services rendered

On November 14, 2008, the Company issued 600,000 shares of its common stock to a professional firm for legal services which the Company valued at $8,057.

On October 28, 2008, the Company issued 414,567,770 shares of its restricted common stock for conversion of debt and accrued interest with a carrying amount of $414,568. See Note 8.

Also on October 28, 2008, the Company issued 262,460 shares of its restricted common stock for exercise of stock options for which the received $74,775 in proceeds.

Fiscal 2008

Secure Voice Communications, Inc. (Texas) issued 29,648,000 shares of common stock to its founding stockholders in exchange for $1,000 in cash. On May 17, 2007, Secure Voice Communications, Inc. (Texas) issued 1,650,000 shares of its common stock for cash of $165 and 8,800,000 shares of its common stock for services which it valued at $880. On May 31, 2007, Secure Voice Communications, Inc. (Texas) exchanged 100% of its common stock for approximately 98.5% of Oncolin as discussed in Note 1.

On June 19, 2007, the shareholders approved a 1-for-80 (1:80) reverse stock split which did not reduce the number of shares of common stock the Company is authorized to issue, but increased the par value from $0.001 to $0.08 per share. Immediately following the shareholder approval of the reverse stock split, the Company completed the reverse stock split and issued the balance of the shares to be issued to the Secure Voice shareholders to complete the transaction. The following table summarizes the stock issuances.

On September 30, 2007, the Company issued 100,000 shares of its restricted common stock to two companies for consulting services which the Company valued at $82,000, the fair market value on the date of issuance.

During the quarter ended September 30, 2007, the Company issued 327,199 shares of its common stock through the exercise of stock options for total proceeds of $177,673.

On November 7, 2007, the Company acquired all of the outstanding capital stock from the shareholders of Intertech Bio Corporation, a Texas corporation, through the issuance of 500,000 shares of its restricted common stock, which the Company valued at $220,000, the fair market value on the date of the acquisition. The entire value of $220,000 was charged to expense as acquisition costs. In addition, the Company issued 100,000 shares of its restricted common stock to two individuals pursuant to their consulting agreements which the Company valued at $46,000, the fair market value on the date of issuance. Administratively, the Company has not issued the stock certificates to the shareholders of Intertech Bio Corporation or the consultants as the Company is renegotiating the transaction. The 600,000 shares of common stock are included in the issued and outstanding calculations as if they had been issued.

On November 8, 2007, the Company issued 100,000 shares of its restricted common stock to two individuals for consulting services which the Company valued at $46,000, the fair market value on the date of issuance.

On November 15, 2007, the Company issued 300,000 shares of its restricted common stock to Donald Picker, the Company’s Chief Operating Officer, pursuant to his consulting agreement which the Company valued at $129,000, the fair market value on the date of issuance.

On December 19, 2007, the Company issued 100,000 shares of its common stock to an individual as payment for past and future legal services which the Company valued at $39,000, the fair market value on the date of issuance.

On December 20, 2007, the Company received a certificate for 300,000 shares of its common stock from a former shareholder of Secure Voice Communications, Inc., which the Company has returned to the transfer agent to be cancelled.

In January 2008, the Company issued 220,000 shares of the common stock for the exercise of stock options for total proceeds of $17,600.

Page 27 (F-12)

Note 10.

Stock Options

On May 31, 2007, the Board of Directors adopted the 2007 Stock Option Plan (the “Plan”), which allows for the issuance of up to 6,000,000 stock options to directors, executive officers, employees and consultants of the Company who are contributing to the Company’s success. The Plan was approved by the shareholders on June 19, 2007.

Fiscal 2009

During the first quarter of 2009, the Company granted 646,305 stock warrants for its common stock to an individual for consulting services which the Company valued at $39,444, all of which was recognized as expense during the year ended March 31, 2009. All of the warrants expire in the first quarter of fiscal 2010 and are exercisable for amounts ranging from $0.19-$1.35 per share. All of the warrants vested immediately on the date of grant.

In August 2008, the Company granted stock warrants for 300,000 shares of its common stock to an individual for consulting services which the Company valued at $12,715. All of the options were forfeited upon termination of the agreement with the consultant during fiscal 2009. 100,000 of the warrants vested immediately on the grant date, resulting in expense of $4,238 during the year ended March 31, 2009.

Fiscal 2008

During the quarter ended September 30, 2007, the Company granted 327,199 stock options to three individuals for consulting services which the Company valued at $245,181 using the Black-Scholes option pricing model.

In January 2008, the Company granted stock options for 220,000 shares of its common stock to an individual for consulting services which the Company valued at $76,355 using the Black-Scholes option pricing model.

The following table summarizes stock options issued and outstanding:

	Options			Weighted average exercise price		Aggregate intrinsic value		Weighted average remaining contractual life (years)

Outstanding at May 9, 2007 (inception)		-		$	-	$	-		-
Granted		2,597,199			0.31		-		-
Exercised		(547,199	)		0.36		-		-
Forfeited		-			-		-		-
Expired		-			-		-		-

Outstanding at March 31, 2008		2,050,000			0.11		874,886		4.9

Granted		946,305			0.66		-		-
Exercised		(262,460	)		0.30		-		-
Forfeited		(2,350,000	)		0.10		-		-
Expired		-			-		-		-

Outstanding at March 31, 2009		383,845		$	1.07	$	-		0.25

Options exercisable at March 31, 2009

Range of exercise prices		Number of shares				Weighted average remaining life (years)				Exercisable number of shares
$0.43- $1.35			383,845				0.25				383,845

From inception, May 9, 2007, to March 31, 2008, the Company issued 2,597,199 non-qualified stock options at exercise prices ranging from $0.08 to $0.90 per share to certain individuals for consulting services which the Company valued using the Black-Scholes option pricing model with the following assumptions: volatility of ranging from 232.61% to 318.12%, term of four years, risk free interest rate of 4.23% and no expected dividends.

From April 1, 2008 to March 31, 2009, the Company issued 946,305 non-qualified stock options at exercise prices ranging from $0.06 to $1.35 per share to certain individuals for consulting services which the Company valued using the Black-Scholes option pricing model with the following assumptions: volatility of ranging from 114.99% to 143.21%, expected terms based on the simplified method under SEC Staff Accounting Bulletin 107, risk free interest rates of 1.32% to 2.21% and no expected dividends.

Page 28 (F-13)

Note 11.

Income Taxes

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During fiscal 2009 and 2008, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $3,032,000 and $2,700,000 at March 31, 2009 and 2008 and will expire beginning in 2028.

At March 31, 2009 and 2008 deferred tax assets consisted of the following:

	2009			2008
Deferred tax assets
Net operating losses	$	1,031,000		$	918,000
Less: valuation allowance		(1,031,000	)		(918,000	)
Net deferred tax asset	$	-		$	-

Note 12.

Deconsolidation of Intertech Bio, Inc.

On February 24, 2009, the Company distributed its interest in Intertech Bio by assigning 75% of the Intertech Bio common stock to the founders of Intertec Bio in exchange for the assumption of certain liabilities and future obligations associated with the ongoing operations of Intertech Bio. The Company did not receive any consideration in the transaction. Since the Company no longer has a controlling interest in Intertech Bio, their assets, liabilities and operating results are no longer be included in the Company’s consolidated financial statements as of February 24, 2009. As a result of the distribution, the Company recognized a gain on deconsolidation of $478,765 for the year ended March 31, 2009, which represents prepaid expenses of $13,334, accounts payable and accrued liabilities of $215,304 and a payable to the Company of $276,095 of Intertech Bio that were written off. For the period from February 24, 2009 through March 31, 2009, Intertech Bio had no activity and accordingly the Company did not recognize any income or loss from its equity method investment.

Note 13.

Subsequent Events

On March 31, 2010, the Company issued 1,600,000 shares of its common stock to J. Leonard Ivins as compensation for services rendered during the fiscal year ended March 31, 2010. The fair market value of the common stock on the date of grant was $6,400.

Page 29 (F-14)

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On May 22, 2008, the Board of Directors dismissed Thomas Leger & Co., L.L.P. (“Former Accountant”) as Oncolin’s independent auditors. There have been no disagreements with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accountant, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.

On May 22, 2008, the Board of Directors of Oncolin retained the Certified Public Accounting firm of GBH CPAs, PC to serve as our independent Certifying Accountant for the fiscal year ended March 31, 2008. On July 23, 2009, the Board of Directors dismissed GBH CPAs, PC as Oncolin’s independent auditors. There have been no disagreements with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accountant, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.

On February 5, 2010, the Board of Directors retained MaloneBailey, LLP to serve as our independent Certifying Accountant for the fiscal year ended March 31, 2009.

ITEM 9A.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

As of the end of the period covered by this report, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under the supervision of and with the participation of the Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). Based on this evaluation, the Company’s management, including its CEO and CFO, concluded that the Company’s disclosure controls and procedures were not effective.

The Company had significant deficiencies constituting material weakness as defined by the standards of the Public Company Accounting Oversight Board. The material weaknesses were in its internal controls over accounting for non-routine transactions and preparation of certain financial statement disclosures in accordance with U.S. generally accepted accounting principles.

The non-routine transactions were detected in the audit process and have been appropriately recorded and disclosed in this Form 10-K. We are in the process of improving our internal controls over accounting for non-routine transactions in an effort to remediate these deficiencies by hiring an external accounting firm to review the accounting of non-routine transactions. These deficiencies have been disclosed to our audit committee. Additional effort is needed to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Our management, audit committee, and directors will implement policies and procedures to ensure that our controls and procedures are adequate and effective.

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

There have been no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or was reasonably likely to materially affect, its internal control over financial reporting. Additionally, since the most recent evaluation date, there have been no significant changes in our internal control structure, policies and procedures or in other areas that could significantly affect our internal control over financial reporting.

Page 30

PART III - OTHER INFORMATION

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Company’s executive officers and directors are as follows:

Name	Age	Position
J. Leonard Ivins	71	Chief Executive Officer and Director
Kevan Casey	38	Director

J. Leonard Ivins. Mr. Ivins has served as the Company’s Chief Executive Officer and a director since May 2007. He has also served as the Chief Executive Officer for the Company’s wholly-owned subsidiary since December 2007. From November 2000 until September 2006, Mr. Ivins served as a director of eLinear, Inc., an integrated technology solutions provider of security, IP Telephony and network and storage solutions infrastructure. Mr. Ivins was also a member of the audit and compensation committees of eLinear. In September 2006, eLinear filed for protection under Chapter 7 of the Bankruptcy Code. Since 1995, he has been a private investor. Previously, Mr. Ivins was a founder and co-owner of a privately held company that was an FDIC and RTC contractor. From 1979 to 1981, Mr. Ivins was a turnaround and workout consultant to small, publicly held oil and gas companies. From 1970 to 1975, Mr. Ivins was president of The Woodlands Development Corporation and a director of Mitchell Energy and Development Corp.

Kevan Casey has served as a Director since 2008. From October 2007 to March 2009 Mr. Casey served as Chairman of the Board of Striker Oil & Gas, Inc. Between July 2004 and September 2007, Mr. Casey was the President and Chief Executive Officer of Striker Oil & Gas, Inc. From April 2003 until December 2005, Mr. Casey was chairman of eLinear, Inc., an integrated technology solutions provider of security, IP Telephony and network and storage solutions infrastructure listed on the American Stock Exchange. Mr. Casey co-founded NetView Technologies, Inc. in December 2001 and served as its president from its inception. NetView was acquired by eLinear, Inc. in April 2003. In September 2006, eLinear filed a voluntary petition in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, seeking relief under Chapter 7 of the United States Code. In 1998, Mr. Casey founded United Computing Group and United Consulting Group, a value-added retailer and an information technology consulting firm, where he served as president and chief executive officer. In December 1999, United Computing Group and United Consulting Group were acquired by C1earWorks.net, Inc., and Mr. Casey continued as president of the companies until December 2001.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s Directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities (“Section 16 Persons”), to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Section 16 Persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. Section 16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. None of our current executive officers has filed a Form 3 as of the date hereof.

Board Composition

The Company’s board of directors currently consists of two members. Each of its directors is elected annually at its annual meeting. There are no family relationships between any of the Company’s officers and directors.

Independence of Directors and Board Committees

The board has not established any committees and, accordingly, the board serves as the audit, compensation, and nomination committee.

Page 31

Audit Committee

The Audit Committee of the Board currently consists of the entire Board of Directors, but it is expected that the Audit Committee will be constituted to consist of at least two non-employee directors. The audit committee selects an independent public accounting firm to be engaged to audit our financial statements, discuss with the independent auditors their independence, review and discuss the audited financial statements with the independent auditors and management and recommend to our Board of Directors whether the audited financials should be included in our Annual Reports to be filed with the SEC.

Upon the constitution of the Audit Committee, it is expected that all of the members of the audit committee will be non-employee directors who: (1) met the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act; (2) did not participate in the preparation of our financial statements or the financial statements of the Company.; and (3) are able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement. The board has determined that none of its directors qualify as an audit committee financial expert as defined in Item 407(d) of Regulation S-B.

Option Grants, Long-Term Incentive Plans and Employment Agreements

The Company currently does not have any stock options outstanding pursuant to any stock option plan or long-term incentive plans.

Code of Ethics

The Company adopted a Code of Ethics that applies to all of its directors and officers. The Code will be filed as an exhibit to a Current Report on Form 8-K. Copies of the Company’s Code of Ethics are available, free of charge, by submitting a written request to the Company at Oncolin Therapeutics, Inc., 710 N. Post Oak Road, Suite 410, Houston, Texas 77401, Attention: J. Leonard Ivins, Chief Executive Officer.

Page 32

ITEM 11 - Executive Compensation

The following Summary Compensation Table sets forth, for the years indicated, all cash compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by our Chief Executive Officer and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the stated periods.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Option Awards ($)		Other Compensation ($)		Total ($)
J. Leonard Ivins Chief Executive Officer	2009		-0-		-0-		-0-		146,250		146,250

Outstanding Equity Awards at Fiscal Year End Table

The table below sets forth information with respect to our named executive officers regarding the value of equity compensation as of March 31, 2009.

Name

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

Number of Securities

Underlying

Unexercised Options

(#) Exercisable

Equity Incentive

Plan Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)

Option Exercise

Price ($)

Option Expiration

Date

J. Leonard Ivins

-0-

n/a

Employment and Consulting Agreements

J. Leonard Ivins. In May 2007, the Company and Mr. Ivins entered into an employment agreement where it agreed to employ Mr. Ivins as its Chief Executive Officer. The employment agreement terminates in May 2010. Under his employment agreement, Mr. Ivins has the right to terminate his employment agreement at any time upon fourteen days written notice and the Company may terminate his employment agreement immediately upon fourteen days written notice. The employment agreement entitles Mr. Ivins to a monthly base salary of $5,000 and a stock bonus of 1,600,000 shares of the Company’s Common Stock upon execution of his employment agreement.

In December 2007, the Company’s wholly-owned subsidiary and Mr. Ivins entered into an employment agreement where it agreed to employ Mr. Ivins as its chief executive officer. The employment agreement terminates in November 2010. Under the employment agreement, both parties have the right to terminate the agreement at any time upon 30 days written notice. Additionally, the Company’s wholly-owned subsidiary may terminate the agreement immediately upon written notice for “cause” as defined therein. The employment agreement entitles Mr. Ivins to a monthly base salary of $7,000, a monthly allowance of $1,350 for business related expenses and a stock bonus of 1,600,000 shares of the Company’s Common Stock, which bonus has not been issued as of the date of this Memorandum.

DIRECTOR AND EXECUTIVE COMPENSATION

Directors who are also employees do not receive any additional compensation for serving as a director. No director received any fee for his services during the last fiscal year.

Page 33

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

The following table sets forth, as of March 31, 2009, the number and percentage of outstanding shares of Company common stock owned by: (a) each person who is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (b) each of our directors; (c) the current named executive officers as defined in Item 402 of Regulation S-B; and (d) all current directors and executive officers, as a group. As of March 31, 2009, there were 468,055,263 shares of common stock issued and outstanding.

Name and Address of Beneficial Owner (1)	Number of Shares		Percentage of
	Owned		Class (2)
Silver Star Holdings (3) Officers and Directors		437,335,494		93.4	%
J. Leonard Ivins		5,637,500		1.2	%

(1)	Unless otherwise indicated, the mailing address of the beneficial owner is c/o Oncolin Therapeutics, Inc., 710 N. Post Oak Road., Suite 410, Houston, Texas 77024.

(2)

The percentage of beneficial ownership of Common Stock is based on 468,055,263 shares of Common Stock outstanding as of March 24, 2010 and excludes all shares of Common Stock issuable upon the exercise of outstanding options, other than the shares of Common Stock issuable upon the exercise of options or warrants to purchase Common Stock held by the named person to the extent such options or warrants are exercisable within 60 days of March 24, 2010.

(3)	The business address of Silver Star Holdings is PO Box 27949, Houston, Texas 77227-7949.

Page 34

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On May 10, 2007, Secure Voice Communications, Inc. (Texas) entered into a note agreement with Secure Voice Communications, Inc. (Florida) to acquire the license rights to a voice over IP (“VoIP”) technology. The principal amount of the note is $200,000 with an annual interest rate of 9% (the “SV Note”) and principal and accrued and unpaid interest due May 10, 2008. The principal amount of the note exceeded the fair value of the license rights of $80,100 and the excess was charged to compensation expense. Secure Voice Communications, Inc. (Florida) is owned 100% by KM Casey No. 1 LTD which is an affiliate of Kevan Casey, who is also affiliated with Silver Star Holdings, the majority shareholder of Oncolin. The SV Note was converted to equity on October 28, 2008.

Page 35

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.

The aggregate fees billed for professional services rendered by GBH CPAs, PC and Thomas Leger & Co., LLP for the audit of our annual financial statements and review of financial statements included in our Forms 10-Q for fiscal years 2009 and 2008 are set forth in the table below.

	2009		2008
Malone Bailey LLP		8,000		-
GBH CPAs, PC		15,000		24,000
Thomas Leger & Co., LLP		-		20,666
	$	23,000	$	44,666

Audit-Related Fees.

During the fiscal years ended March 31, 2009 and 2008, no assurance or related services were performed by either Malone & Bailey, GBH CPAs, PC and Thomas Leger & Co., LLP that were reasonably related to the performance of the audit or review of our financial statements.

Tax Fees.

During the fiscal year ended March 31, 2009 and 2008, no fees were billed by either Malone & Bailey, GBH CPAs, PC and Thomas Leger & Co., LLP for tax compliance, tax advice or tax planning services.

All Other Fees.

During the fiscal years ended March 31, 2009 and 2008, no fees were billed by either Malone & Bailey, GBH CPAs, PC and Thomas Leger & Co., LLP other than the fees set forth under the caption “Audit Fees” above.

Pre-Approval Policies and Procedures of the Audit Committee.

The Audit Committee has the sole authority to appoint, terminate and replace our independent auditor. The Audit Committee may not delegate these responsibilities. The Audit Committee has the sole authority to approve the scope, fees and terms of all audit engagements, as well as all permissible non-audit engagements of our independent auditor.

ITEM 15. EXHIBITS AND REPORTS

Exhibit No.		Description

31.1		Certification of J. Leonard Ivins.
31.2		Certification of J. Leonard Ivins.
32.1		Certification for Sarbanes-Oxley Act of J. Leonard Ivins.
32.2		Certification for Sarbanes-Oxley Act of J. Leonard Ivins.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

ONCOLIN THERAPEUTICS, INC.

By: /s/ J. Leonard Ivins

J. Leonard Ivins, Chief Executive Officer

Date: May 3, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ J. Leonard Ivins	Chief Executive Officer and	May 4, 2010
J. Leonard Ivins	Chairman of the Board

/s/ Kevan Casey	Director	May 4, 2010
Kevan Casey

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Breitling Energy Corp Reports

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