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Description of Business and Basis of Presentation
6 Months Ended
Jun. 30, 2012
Notes to Financial Statements  
Note 1. Description of Business and Basis of Presentation

Recent Developments

 

Issuance of Additional Promissory Notes.  During the quarter ended June 30, 2012, the Company issued promissory notes to certain investors resulting in gross proceeds to the Company of $95,000 (the “Notes”).  The Notes accrue interest at the rate of 6% annually.  The Notes were due and payable on or before June 30, 2012, on demand (the “Maturity Date”).   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, resulting in the issuance of an additional 475,000 shares of common stock during the quarter ended June 30, 2012   While the Company intends to pay the Notes using proceeds from consummation of the Qualified Financing, a Qualified Financing did not occur prior to the Maturity Date.

 

The Company entered into agreements with the holders of the Notes with an expiration date of March 31, 2012 to extend the Maturity Date of such Notes to June 30, 2012, for and in consideration for the assignment to the holders of such Notes of warrants to purchase a total of 113,127 shares of common stock of FluoroPharma Medical, Inc. (“FPMI”) held by the Company  (the “FPMI Warrants”).  The number of FPMI Warrants assigned to the holders of the Notes equaled 4,500 FPMI Warrants for each $10,000 principal amount of Notes held by the holder thereof. The FPMI Warrants have an exercise price of $.50 per share, and expire on April 19, 2014.  Subsequent to June 30, 2012, the Company entered into agreements with the holders of all Notes maturing on June 30, 2012, to extend the Maturity Date thereof to November 15, 2012, for and in consideration for the assignment to the holders thereof of 155,877 FPMI Warrants.

 

Formation of QX Labs, Inc. On June 20, 2012, the Company formed a wholly-owned subsidiary, QX Labs, Inc. (“QX”), to convey and transfer to QX all intellectual property and assets related to the Company’s diagnostic testing business ("Diagnostics Business"). The Diagnostic Business is based principally on the Company’s proprietary PadKit® technology, which the Company believes provides a patented platform technology for genomic diagnostics, including fetal genomics. Following the transfer of the Diagnostics Business to QX, the Company’s other business line will consist of its over-the-counter business, including the InSync feminine hygienic interlabial pad, the Unique pad for hemorrhoid application, and other treated miniforms (the “OTC Business”), as well as established and continuing licensing relationships related to the OTC Business. Management believes the creation of QX permits the Company to more efficiently explore different options to maximize the value of the Diagnostics Business and the OTC Business (collectively, the “Businesses”), with the objective of maximizing the value of the Businesses for the benefit of the Company and its stakeholders.

 

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 through 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.

 

For the period ending June 30, 2012, 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 its OTC Business and its Diagnostics Business either directly or through joint ventures, mergers or similar transaction intended to capitalize on commercial opportunities presented by each of the Businesses; (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.