DNAprint Genomics (DNAG)

[easymedicine]

Based upon our current plans, we will continue to focus on increasing market
awareness of our products and developing sales for our currently available
consumer and forensic products and to begin introductory marketing for our new
products, EUROWitness(TM), RETINOME(TM) and EURO- DNA(TM). Our efforts are
ongoing; however, it is difficult to predict what revenue stream, if any, they
will generate.

THIS ONE IS TOO FUNNY - A COMPANY THAT HAS NOTHING, IS WORTH NOTHING, INTENDS TO BUY INTO A COMPANY THAT MAY BE WORTH SOMETHING AND HAS MARGINAL, IF ANY, INTRINSIC/EXTRINSIC VALUE. NOTE THE PRETENSE TOO. ORIGINAL FINANCING WAS NOT EXHAUSTED, BUT CONTINUES UNDER NEW PRETENSES. IS THIS THEFT AND DECEPTION OR WHAT????????

Although the Biofrontera acquisition was terminated, the Company expects to use
its $35 million dollar funding facility with Dutchess Equity Partners because of
its previously stated goals and objectives to grow the business. The Company is
currently seeking acquisition candidates that will meet criteria set out by the
Board of Directors of the Company that include but are not limited to:

1. Positive Cash Flow
2. Profitable Operations
3. Market Recognition
4. Talented and Dedicated Staff
5. Complimentary Certifications that can include: American
Society of Forensic Laboratory Directors, American Blood Bank
Certification or Clinical Laboratory Certification or other
complementary certifications that will help the Company expand
its products, services and research and development into
consumer, forensics and pharmaceutical applications.

In order to complete future acquisitions and to provide working capital for us,
on September 28, 2004, we entered into an Investment Agreement and a
Registration Rights Agreement with Dutchess Private Equities Fund, II, L.P.,
("Dutchess", or the "Investor") a Delaware limited partnership. The agreement
will require us to register a sufficient number of shares that we will then
issue to Dutchess in return for up to $35 million in cash over a two-year
period. The Company will be required to seek additional shareholder approval for
a restructuring of the capital stock of the Company in order to use fully the
Dutchess facility in order to continue operations and complete acquisitions.

We evaluated a number of other investment vehicles, including private placement
through venture capital sources and concluded that not only were the terms and
conditions prohibitive to our Company but they also brought high equity
dilution. The Dutchess Agreement provided the lowest dilution (dependent upon
our share price) with the fewest restrictions.

The Dutchess Agreement provides that we from time to time may deliver a notice
to the Investor that will state the dollar amount of common stock that we desire
the Investor to purchase. The maximum amount permitted pursuant to any such
notice is $600,000, and we can give approximately three such notices per month.
Upon receipt of the notice, the Investor is obliged to purchase the dollar
amount of common stock set forth in the notice at a purchase price equal to 96%
of the average of the two lowest closing bid prices of the common stock during
the five trading days after the notice.

The obligation of the Investor to purchase under the Dutchess Agreement is
contingent upon our filing and having declared effective a registration
statement registering the resale of the shares by the Investor. Simultaneously,
the parties entered into a Registration Rights Agreement requiring us to file
such a registration statement. In addition, we are not permitted to provide a
notice, and the Investor is not obliged to purchase any shares, in the event
that we do not have sufficient authorized shares available for purchase to
fulfill such commitment.

We do not expect our revenue stream to be sufficient to cover costs of
operations in the immediate future. We anticipate that the funding we expect to
receive from the minimum conversions of the outstanding debenture into common
stock, the related exercise of the non-detachable warrants and the Dutchess
agreement will fund our operating activities through 2005. The Dutchess
agreement that we recently negotiated will provide up to $35 million in
additional cash over a 24-month period to fund future acquisitions, if any, and
provide operating cash flow. If our share price continues to remain weak; if our
shareholders' do not approve an increase in capitalization when required; if the
SEC S-2 registration is not completed, and if any number of adverse factors or
events occur, we will not have enough equity to complete future acquisitions or
possibly to continue operations beyond 2005. Management is adequately confident
that equity financing or debt will be available to fund our operations until
revenue streams are sufficient to fund operations; however, the terms and timing
of such equity or debt cannot be predicted.

We have issued securities, including our convertible debentures and our
convertible preferred stock, that are convertible into our common stock at a
continuously adjustable conversion price based on a discount on the trading
price of our common stock. In addition, our Investment Agreement with Dutchess
requires us, in order to raise capital from it, to sell our common stock to it
at a continuously adjustable conversion price at a discount to the trading price
of our common stock. As we draw down advances under the Investment Agreement
with Dutchess and more of our common stock is sold pursuant thereto, the market
price of our common stock could decrease significantly and make further advances
impractical or impossible during time periods in which we may need to raise
capital to fund our operations and market and sell our products and services. In
addition, the issuance of our common stock upon exercise or conversion of our
other securities, may create a downward pressure on the market price of our
common stock.

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