- ORGANIZATION AND DESCRIPTION OF THE COMPANY
We were originally formed
in 1995 as "Wavetech, Inc." a New Jersey corporation and changed our corporate domicile to Nevada in December 1997, by
merging into a Nevada corporation named, "Interpretel International, Inc." We subsequently changed our name, first to
"Wavetech International, Inc." and then, in 2000, to "BestNet Communications Corp." Our business at the time
was to provide worldwide long distance telephone communication and teleconferencing services to commercial and residential consumers
through the internet. That business was never profitable and we were able to continue it only by repeated equity and debt financings.
Accordingly, during December 2006, we determined to dispose of that business and sold it during February 2007.
We entered the medical
device business at the end of July 2006 through the acquisition of JDA Medical Technologies, Inc. ("JDA"), a development
stage company, which was merged into our wholly owned subsidiary, Oncologix Corporation. On January 22, 2007, we changed our name
to Oncologix Tech, Inc., to reflect this new business. During June 2007, we moved our principal offices from Grand Rapids, Michigan,
to our offices at 3725 Lawrenceville-Suwanee Road, Suite B-4, Suwanee, Georgia, 30024, telephone (770) 831-8818. At that address,
our business was the development of a medical device for brachytherapy (radiation therapy), called the Oncosphere
(or Oncosphere System), for the advanced medical treatment of soft tissue cancers. It is a radioactive micro-particle
designed to deliver therapeutic radiation directly to a tumor site by introducing the micro-particles into the artery that feeds
the tumor tissue. Its first application is expected to be the treatment of liver cancer. Due to a lack of funding, we suspended
these activities on December 31, 2007, whereupon we closed the offices in Suwanee Georgia.
Our correct mailing address
is P.O. Box 8832, Grand Rapids, MI 49518-8832, telephone (616) 977-9933.
During May 2008, we determined
to dispose of most of the assets related to the development of the Oncosphere.
In February 2009, we entered
into a Technology Agreement with Institut für Umwelttechnologien GmbH, a German Company (IUT) whereunder the
parties have agreed that:
|(a)||The Company has granted an exclusive license to a new IUT subsidiary,
called IUTM, to develop and manufacture products based on the Companys proprietary information. This proprietary
information is not based on the technology that had been subject to the Master License Agreement with the University of Maryland
Baltimore. The Company has also transferred to IUTM a number of items of laboratory equipment and inventory useful in connection
with the licensed information. |
|(b)||The Company retains rights to market products based on such information
as well as first consideration for marketing rights for other possible IUTM products. |
|(c)||In consideration of the license, the Company has received a 10% equity
interest in IUTM, which is organized as a private German limited liability company and IUT has assumed approximately $82,000 of
the Companys indebtedness.|
|(d)||The Companys marketing rights have been transferred to its
subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary.|
In addition, on April 7,
2009, the Company entered into a Termination Agreement with the University of Maryland Baltimore, The Master License Agreement
between the Company and the University has been formally terminated and each party has released the other from all liabilities
arising under the Master License Agreement.
We have been advised that
IUTM is continuing the development of a brachytherapy device generally as described above but based on proprietary technology not
developed by the University of Maryland. During recent discussions with IUTM management, the prior understandings were reaffirmed.
It is now our expectation that we will receive information on at least two potential product lines under consideration and/or development
by IUTM. Upon receipt we plan to determine the extent to which we will be able to market them and to finance a marketing organization.
While our Management is optimistic as to the outcome of those discussions and future success in financing, it is not possible to
predict the probabilities of success with any degree of certainty.
On September 23, 2010,
the Company signed a Memorandum of Understanding with Institut für Umwelttechnologien GmbH and IUT Medical GMBH confirming
certain understandings among the parties with respect to their future relationships and business activities as originally contemplated
in their Technology Agreement of February 27, 2009, which was reaffirmed.
On May 19, 2011, the Company
effected a one-for-four reverse stock split. All share and per share information has been restated to retroactively show the effect
of this stock split. The reverse split was approved by a majority of the Companys shareholders on March 24, 2011.
Because the development
of the brachytherapy device is not complete and it cannot be marketed at this time, the Companys management and Board of
Directors have determined that the Company has reentered the development stage effective June 1, 2011. Since the Company
has limited operations at this point in time, the Company will be considered a development stage company. The Company is
advised and believes that IUTM continues the development of that and other medical products that we would market under the terms
of the Agreement described above.