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Description of Business and Basis of Presentation
3 Months Ended
Mar. 31, 2012
Notes to Financial Statements  
Note 1. Description of Business and Basis of Presentation

Recent Developments

 

During the quarter ended March 31, 2012, the Company issued promissory notes to certain investors resulting in gross proceeds to the Company of $45,000 (the “Notes”).  The Notes accrue interest at the rate of 6% annually. The Notes are due and payable on or before June 30, 2012.   The Company currently intends to issue additional Notes to finance its current working capital needs.  There can be no assurance that the Company will be able to issue additional Notes.

 

The 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 Notes may be exchanged for securities issued in connection with a qualified financing (the  “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 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 Notes.   While the Company intends to pay the Notes using proceeds from consummation of the Qualified Financing, management does not believe that consummation of a Qualified Financing is likely prior to the date the Notes become due and payable.  In the event a Qualified Financing does not occur, and the holders of the Notes demand payment thereon, the Company would be in default under the terms of the Notes, and interest thereon would increase to 12% per annum.  While no assurances can be given, management currently intends to attempt to restructure the Notes, or extend the maturity date thereon, in order to allow additional time to consummate a Qualified Financing.

 

Overview

 

The Company has developed and ultimately intends to commercialize its innovative PAD based products for the OTC and laboratory markets based on its patented technology platforms, and its genomic diagnostics, based on its patented PadKit® technology for the worldwide healthcare industry. These platforms include: inSync®, Unique™, PadKit®, and OEM branded OTC and laboratory testing products based on the Company’s core intellectual property related to its PAD technology.  These products are intended for the treatment of hemorrhoids, minor vaginal infection, urinary incontinence, general catamenial uses and other medical needs. 

 

The Company’s efforts to commercialize its products are currently contingent on additional financing to execute its business and operating plan which is currently focused on the commercialization of the Company’s PAD technology either directly or though a joint venture or other relationship intended to increase shareholder value.  In the interim, the Company has executed a plan to substantially reduce expenses, including headcount, and to restructure and/or eliminate many of its outstanding liabilities.  This plan was necessary in order for the Company to continue as a going concern.  No assurances can be given that the Company will obtain financing, or otherwise successfully develop a business and operating plan or enter into an alternative relationship to commercialize the Company’s PAD technology.

 

During the year ended December 31, 2011, the Company had minority investments in Genomics USA, Inc. (“GMS”), which is developing Single Nucleotide Polymorphism (“SNP”) chips, genome-based diagnostic chips for the next generation of genomic and proteomic diagnostic markets.  The Company is currently evaluating its minority equity interest in GMS with the objective of extracting the value of such investment for the benefit of the Company and its shareholders.  The Company currently does not realize any material value in its investment in GMS.

 

The Company’s current strategy is to develop a financing and operating plan to: (i) leverage its broad-based intellectual property (IP) and patent portfolio to develop new and innovative diagnostic products; (ii) commercialize existing products either directly or through joint ventures, spin-offs or similar transaction intended to capitalize on the Company’s PAD technology; (iii) contract manufacturing to third parties while maintaining control over the manufacturing process; and (iv) maximize the value of the Company’s investments in non-core assets, including GMS.   As a result of its current financial condition, however, the Company’s efforts in the short-term will be focused on obtaining financing necessary to maintain the Company as a going concern.