Here are the main points:
As of December 31, 2003, we had 125,691,027 shares outstanding. As of December 31, 2003, we had 48,234,831 options outstanding. As of March 18, 2004, we had 187,716,591 shares outstanding.
This is where the additional shares went to:
On January 8, 2004, we sold 4,703,633 shares of our common stock at $0.0213 per share or an aggregate of $100,000 to Research Capital
On January 9, 2004, we sold 11,121,409 shares of our common stock to Advanced Optics Electronics at $0.027 per share or an aggregate of $300,000.
On January 23, 2004, we issued 1,000,000 shares of our common stock to Peter Brooks in connection with his exercise of options granted to him. The options were exercised at $0.006 per share or an aggregate of $6,000.
On February 5, 2004, we issued 6,679,435 shares of our common stock to Research Capital for debt conversion of $180,657.
On February 5, 2004, we issued 100,000 shares of our common stock to Scott Williams in connection with his exercise of options granted to him. The options were exercised at $0.025 per share or an aggregate of $2,500.
On February 6, 2004, we sold 11,121,411 shares of our common stock to Advanced Optics Electronics at $0.027 per share or an aggregate of $300,000.
On February 9, 2004, we issued 769,231 shares of our common stock to Keith Boyer in connection with his exercise of 769,231 warrants at an exercise price of $0.05 or an aggregate exercise price of $38,461.
On March 8, 2004, in connection with our agreement with Pierpoint Investments, we sold 833,333 shares of our common stock to Robin Carr at $0.045 per share or an aggregate of $37,500.
On March 10, 2004, we sold 11,121,410 shares of our common stock to Advanced Optics Electronics at $0.027 per share or an aggregate of $300,000.
On March 11, 2004, in connection with our agreement with Pierpoint Investments, we sold 411,112 shares of our common stock to N. Shah at $0.045 per share or an aggregate of $18,500.
On March 11, 2004, in connection with our agreement with Pierpoint Investments, we sold 411,112 shares of our common stock to A. Desch at $0.045 per share or an aggregate of $18,500.
On March 11, 2004, in connection with our agreement with Pierpoint Investments, we sold 204,445 shares of our common stock to L. Fitzpatrick at $0.045 per share or an aggregate of $9,200.
On March 12, 2004, we sold 6,012,658 shares of our common stock at $0.0632 per share or an aggregate of $380,000 to Research Capital.
On March 18, 2004, in connection with our agreement with Pierpoint Investments, we sold 200,000 shares of our common stock to L. Fitzpatrick at $0.045 per share or an aggregate of $9,000.
On March 18, 2004, in connection with our agreement with Pierpoint Investments, we sold 200,000 shares of our common stock to I. Patel at $0.045 per share or an aggregate of $9,000.
On March 18, 2004, in connection with our agreement with Pierpoint Investments, we sold 200,000 shares of our common stock to D. Limmer at $0.045 per share or an aggregate of $9,000.
On March 18, 2004, in connection with our agreement with Pierpoint Investments, we sold 200,000 shares of our common stock to Weighill Builders at $0.045 per share or an aggregate of $9,000.
On March 18, 2004, in connection with our agreement with Pierpoint Investments, we sold 111,112 shares of our common stock to R. Shah at $0.045 per share or an aggregate of $5,000.
On March 18, 2004, in connection with our agreement with Pierpoint Investments, we sold 150,000 shares of our common stock to L. Peterman at $0.045 per share or an aggregate of $6,750.
On March 18, 2004, in connection with our agreement with Pierpoint Investments, we sold 150,000 shares of our common stock to M. Paerse at $0.045 per share or an aggregate of $6,750.
On March 18, 2004, we issued 6,058,560 shares of common stock to Research Capital for debt conversion of $153,081.
During 2003 we targeted the discovery of disease genes associated with Type 2 Diabetes and Colon Cancer, but lacked the funding to do so. During 2004, our next phase of operations, we have decided to focus solely on identifying genes for common cancers, since we believe we can already prevent type 2 diabetes itself and its complications. Cancer-causing genes affect a large population base with ample opportunities for disease-gene related products and services. The first samples to be collected will involve such common cancers as lung, prostate, colon, breast and pancreas.
We will accomplish our analysis of individual SNPS, as previously defined under "Our Research and Development Approach", through ultra-high throughput (UHT) machines. Genotyping consists of two phases: screening, wherein a relatively small number of cases and controls are genotyped at a large number of SNPs, and validation, wherein a considerably larger number of cases and controls are genotyped at a small number of SNPs. The Orchid UHT machine we purchased and installed at DNAprint Genomics, for example, will accomplish validation genotyping.
To date we have earned only $6,410 of revenues.
Currently, a patient can subscribe to our Clinical Outcomes Improvement Program(tm) for $67 a month. We have twelve such agreements.
During 2001, we spent $333,264 on our research and development. During 2002 and 2003, we spent no funds on research and development.
We have no part-time employees. We have 1 full-time employee, our President/Chief Executive Officer/Chief Financial Officer/Chief Accounting Officer/Chairman of the Board/Chief Medical Officer, Dr. David Moskowitz, who is responsible for directing our Board of Directors, overseeing all research and development and marketing issues, and supervising all medically-related activities. Additionally, Dr. David Moskowitz is responsible for our overall administration and operation, including finance, marketing, and personnel.
Agreement with Pierpoint Investments SA
On or about March 2, 2004, we entered into a ten year letter of interest with Pierpoint Investments whereby Pierpoint indicated interest in the purchase of $500,000 and $2,000,000 of shares of our common stock per year at the 30 day average of the bid and ask price, less a 25% discount with warrants exercisable at the 30 day average bid and ask price less a 40% discount. During the first year the interests is to purchase $225,000 of common shares at $0.045 per share and an additional $275,000 of shares at the 30 day average bid and ask price less a 25% discount. By investing $225,000 Pierpoint will be eligible to receive 5,000,000 two years warrants exercisable at the 30 day average bid and ask price less a 50% discount. Should the initial $225,000 be received by us, an affiliate of Pierpoint will be eligible to purchase $250,000 of our shares of common stock at $0.045 per share and receive 5,555,556 two year warrants exercisable at 30 day the average bid and ask price less a 50% discount. By investing $500,000 in the first year, Pierpoint will be eligible for a total of 40,000,000 warrants, including the 5,000,000 discussed above. In accordance with the terms of the letter of interest, through April 5, 2004, we issued an aggregate of 3,071,114 shares of our common stock for cash totaling $138,200.
Agreement with E & E Communication
On February 6, 2004, we entered into an agreement with E & E Communications, a public and investor relations company, in which E & E Communications agreed to: (a) assist in the preparation of our news releases and other public announcements; (b) "pitch" our stories to the media, including national, feature and trade press and develop story lines to make us attractive to the major media and financial community; and (c) prepare targeted materials for eh media and potential investors and assist in communications that emphasize the key strengths and competitive advantages of our management, business plan, and technologies. We agree to pay E & E Communications $2,000 a month in exchange for these services. The agreement can be cancelled by E & E Communications or us upon a thirty day notice.
Partnership Agreement with PhenoMed, Sdn Bhd
On September 5, 2003, we entered into an agreement with PhenoMed, Sdn Bhd, doing business as PhenoMed, a Malaysian corporation. This agreement provides that:
o PhenoMed will have the exclusive rights to offer our genomic medical technologies and disease management therapeutics to all customers in the Asia Pacific region, which broadly encompasses that portion of the globe stretching from Western Samoa in the Pacific to Pakistan in the east, and from New Zealand in the south to Mongolia in the north;
o We will license to PhenoMed all necessary technology, know how, and processes required for PhenoMed to implement our disease management program throughout the region, which involves our President/Chief Medical Officer, David Moskowitz to train PhenoMed disease management program-licensed physicians in the proper use of our disease management program;
o We and PhenoMed agree to share equally (50-50) in the net profits obtained from the licensing and sale of the disease management services and related services sold anywhere throughout the Asia - Pacific region;
o Genotyping services provided by us to PhenoMed will be priced at $0.50 per genotype;
o Any of PhenoMed's third party genotyping contracts will abide by the contracted royalty payment and transfer terms we have made with any of our genotyping subcontractors;
o PhenoMed will grant us 15% of the common equity in PhenoMed.
Liquidity and Capital Resources
Cash at December 31, 2003 amounted to $11,469. Cash at April 16, 2004 amounted to $1,498,690.
During March 2004 the Company agreed to adjust the salary of its president to $183,907 per annum with $48,907 being paid in cash and the balance being paid in common shares of the Company with a 50% discount from the average closing price of the 30 day trading period prior to issuance.
During the period from January to April 5, 2004 the Company issued an aggregate of 1,869,231 shares of common stock for cash of $46,962 in addition to the shares described above.
The agreements with ADOT, Pierpoint and E&E are attached to the 10K as appendices.
