-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LmXXdKXvBj4e34UB/olleA9FkheALk/ZajUOeAPDLO7k0ZACS+bZ1WCFSVMIE5Iq tKnNjVw3Oyvf2V2bdqX9Ag== 0001108890-07-000065.txt : 20070402 0001108890-07-000065.hdr.sgml : 20070402 20070402092237 ACCESSION NUMBER: 0001108890-07-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070319 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oncologix Tech Inc. CENTRAL INDEX KEY: 0000799694 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 861006416 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15482 FILM NUMBER: 07735878 BUSINESS ADDRESS: STREET 1: 2850 THORNHILLS AVE. SE STREET 2: SUITE 104 CITY: GRAND RAPIDS STATE: MI ZIP: 49546 BUSINESS PHONE: 616-977-9933 MAIL ADDRESS: STREET 1: 2850 THORNHILLS AVE. SE STREET 2: SUITE 104 CITY: GRAND RAPIDS STATE: MI ZIP: 49546 FORMER COMPANY: FORMER CONFORMED NAME: BESTNET COMMUNICATIONS CORP DATE OF NAME CHANGE: 20001219 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INTERNATIONAL INC DATE OF NAME CHANGE: 19980225 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INC DATE OF NAME CHANGE: 19920703 8-K 1 oncologix8k040207.txt PERIOD ENDED 03-19-07 ================================================================================ United States Securities and Exchange Commission Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 2, 2007 ----------------------------------------------- (Date of earliest event reported: March 19, 2007) ONCOLOGIX TECH INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 001-15482 86-1006416 --------------------------- ---------- ----------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2850 Thornhills Ave., S.E., Suite 104 Grand Rapids, Michigan 49546 ------------------------------------------------- (Address of principal executive offices) (Zip Code) (616) 977-9933 ----------------------------- (Registrant's telephone number) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Unless otherwise indicated or the context otherwise requires, all references below in this report on Form 8-K to "we," "us" and the "Company" are to Oncologix Tech Inc., a Nevada corporation Cautionary Note Regarding Forward-looking Statements and Risk Factors The Registrant's Form 10-KSB, any Form 10-QSB or any Form 8-K of the Registrant or any other written or oral statements made by or on behalf of the Registrant may contain forward-looking statements which reflect the Registrant's current views with respect to future events and financial performance. The words "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," and similar expressions identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services, developments or industry rankings; any statements regarding future economic conditions or performance; any statements of belief; any statements regarding the validity of our intellectual property and patent protection; and any statements of assumptions underlying any of the foregoing. Such "forward-looking statements" are subject to risks and uncertainties set forth from time to time in the Registrant's SEC reports and include, among others, the Risk Factors described below. Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Registrant's views as of the date the statement was made. The Registrant undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Item 2.01 Completion of Acquisition or Disposition of Assets. As previously reported, on January 8, 2007, Oncologix Tech Inc., (formerly BestNet Communications Corp.), a Nevada corporation (the "Seller") entered into an Asset Purchase Agreement with Interactive Media Technologies, Inc., a Florida corporation (the "Buyer"), to sell most of the assets, including the goodwill, of our Telephone Business. The purchase price for purchased assets and assumed liabilities is $60,000 payable as follows: (i) $30,000 payable upon the execution of the Asset Purchase Agreement; and (ii) $30,000 payable upon the Closing Date of February 15, 2007. On the closing date, the Buyer also agrees to reimburse the Seller for all expenses paid by the Seller after January 31, 2007 (the "Switchover Date") through the Closing Date which relate to liabilities associated with the business that were incurred by the Seller after the Switchover Date. On January 12, 2006, we file a Current Report on Form 8-K (the "8-K Report") to report this transaction. We amended that Current Report on Form 8-K/A, on January 18, 2007 to provide the pro forma financial information required by Item 9.01(b). In March 2007, we received the final "Closing Date" payment of $30,000 and have reconciled all outstanding liabilities with respect to the sale of the Telephone Business. Item 8.01 Other Events In March 2007, the Company's subsidiary, Oncologix Corporation, entered into a Research Agreement with Institute De Cardiologie De Montreal ("ICM") to complete a Microsphere Rabbit Study. Under this study, ICM and Dr. Raoul Bonan have agreed to provide the facilities, equipment, and expertise necessary to assist Oncologix in performing animal research studies with its Oncosphere System. The studies are required to be completed as part of the data submitted to the Food and Drug Administration (FDA) to support a request for initiation of human clinical research. Total estimated costs for this study are expected to be approximately $30,000. ITEM 9.01 Financial Statements and Exhibits (a) Exhibits Exhibit Title - ------- ----- 99 Press release, issued by BestNet Communications Corp. Dated March 19, 2007 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BestNet Communications Corporation By: /s/ Stanley L. Schloz -------------------------------- Stanley L. Schloz President By: /s/ Michael A. Kramarz -------------------------------- Michael A. Kramarz Chief Financial Officer Date: April 2, 2007 EX-99 2 oncologixexhib99-040207.txt PRESS RELEASE DATED 03-19-07 EXHIBIT 99 ONCOLOGIX TECH INC. ANNOUNCES SITE SELECTION AND INITIATION OF PRE-CLINICAL (ANIMAL) TESTING OF THE ONCOSPHERE SYSTEM GRAND RAPIDS, Mich.--(Marketwire) March 19, 2007 - Oncologix Tech Inc.'s (OTC BB: OCLG.OB) wholly owned subsidiary Oncologix Corporation announced today that the Institut de Cardiologie de Montreal (Montreal Heart Institute) and Dr. Raoul Bonan have agreed to provide the facilities, equipment, and expertise necessary to assist Oncologix in performing animal research studies with its Oncosphere System. The studies are required to be completed as part of the data submitted to the Food and Drug Administration (FDA) to support a request for initiation of human clinical research. One of Montreal Heart Institute's (MHI) primary missions is to develop and run research and technology development programs related to their expertise in vascular interventions. Given the reputation they have earned in basic and clinical research, they often work with private businesses such as Oncologix. In addition to their expertise in vascular interventions, Dr. Bonan and MHI have teamed with industry in the development of interventional radiation based treatments such as vascular brachytherapy and brachytherapy for atrial flutter and fibrillation, which makes them a uniquely qualified location to conduct animal studies with the Oncosphere System. The first of two animal studies is scheduled to begin in March and both studies should be completed by the end of 2007 for inclusion in an Investigational Device Exemption (IDE) to the FDA requesting approval to begin human trials. Accomplishing these goals continues to keep Oncologix on track with its plan to initiate clinical trials with the Oncosphere System in early 2008 and to gain commercial approval by the end of 2009. According to Adam Lowe, President and COO of Oncologix, "We are extremely pleased to working with Dr. Bonan and the Montreal Heart Institute. We have been fortunate to align ourselves with individuals and organizations like these with a long history of successful medical research and technology development." In addition Stanley L. Schloz, Oncologix Tech Inc.'s Chief Executive Officer, stated "The asset sale of the BestNet phone business to Interactive Media Technologies, Inc was completed March 19, 2007. The company will now focus all of it's energy and resources on it's medical subsidiary, Oncologix Corporation." About Oncologix Tech Inc. and Oncologix Corp.: - ---------------------------------------------- Oncologix Tech Inc., (formerly BestNet Communications Corp.) was formerly a provider of long distance telephone communication services. On January 2007, the Company entered into an agreement to dispose of the telephone business. Oncologix Corporation, based in Atlanta GA, is a wholly owned subsidiary of Oncologix Tech Inc. Oncologix is developing an advanced medical treatments for soft tissue cancers; the Oncosphere System. The Oncosphere System is a brachytherapy (radiation therapy) device being developed for the treatment of soft tissue cancers. It is based on a radioactive micro-particle designed to deliver therapeutic radiation directly to a tumor site by introducing the micro-particles into the artery that feeds the tumor tissue. This release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the "safe harbor" created thereby. These statements include the plans and objectives of management for future operations, including plans and objectives. The forward-looking statements herein are based on current expectations that involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond control of the company. Although the company believes that the assumptions underlying the forward-looking statements are reasonable, any one of the assumptions could be inaccurate and, therefore, can be no assurance that the forward-looking statements included in this release will prove to be accurate. -----END PRIVACY-ENHANCED MESSAGE-----