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Description of Business and Basis of Presentation
9 Months Ended
Sep. 30, 2011
Notes to Financial Statements 
Description of Business and Basis of Presentation

QuantRx Biomedical Corporation was incorporated on December 5, 1986, in the State of Nevada. The Company’s principal business office is located at 5920 NE 112th Avenue, Portland, Oregon.  When used in this Quarterly Report on Form 10-Q, the terms “Company,” “we,” “our,” “ours,” or “us” mean QuantRx Corporation, a Nevada corporation.

 

Recent Developments.  During the three months ended June 30, 2011, the Company issued promissory notes to certain investors resulting in gross proceeds to the Company of $100,000 (the “Q2 Notes”).  The Q2 Notes accrue interest at the rate of 3% annually, and are due and payable on or before November 19, 2011.  In addition to the Q2 Notes, the Company received an additional $5,000 investment during the three months ended June 30, 2011. The terms of the investment were determined in the quarter ended September 30, 2011, and are identical to the Q3 Notes described below. 

 

During the quarter ended September 30, 2011, the Company also issued promissory to certain investors resulting in gross proceeds to the Company of $55,000 (together, the “Q3 Notes”).  The Q3 Notes accrue interest at a rate of 6% annually, and are due and payable on or before March 31, 2012.  In the event of a default on the Q2 Notes and Q3 Notes, the interest rate increases to 12% annually.  The Q3 Notes are convertible at the option of the holder into shares of the Company's common stock at a conversion price equal to $0.10 per share.  In addition, at the option of the holder, 110% of the face value of the Q3 Notes may be exchanged for securities issued in connection with a qualified financing, which is defined as a financing resulting in gross proceeds to the Company of at least $1.0 million.  Pursuant to the terms of the Q3 Notes, the Company issued 50,000 shares of its common stock for each $10,000 in principal amount received in connection with the issuance of the Q3 Notes.  As of September 30, 2011, 300,000 shares of its common stock were issued, in connection with the Q3 Notes.

 

On July 7, 2011, the Company and NuRx Pharmaceuticals, Inc. (“NuRx”) settled all disputes between the parties relating to a complaint brought against the Company by NuRx relating to QN Diagnostics, LLC, a joint venture between the Company and NuRx (“QND”).  Since July 2009, the Company had focused on, among other development initiatives, the development of its POC lateral flow diagnostics products through QND.  QND was formed to develop and commercialize products incorporating the Company’s lateral flow strip technology and related lateral flow strip readers.  Under the terms of the settlement with NuRx, the Company transferred its entire membership interest in QND to NuRx, including all assets held by the Company relating to QND, for and in consideration for the issuance to the Company of 12.0 million shares of common stock of NuRx (the "Settlement Shares"). As a result of the issuance of the Settlement Shares, the Company holds an approximate 25% equity interest in NuRx, and the Company has no further contractual obligations or liabilities associated with its former interest in QND.

 

The interim consolidated financial statements are unaudited; however, in the opinion of management, they include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of financial position and results of operations for the periods reported.  The interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. Operating results for the periods presented are not necessarily indicative of future results. These interim financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, which was filed with the SEC on April 14, 2011.