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guardiangel

10/04/14 10:00 AM

#25489 RE: GetSeriousOK #25487

Due to the lack of funding, as of April 17, 2012, all employees, except for two have been laid off. Former employees are retained on a consulting basis as needed. In addition, except for activities and expenses related to preserving the Corporate entity, all activity has been suspended pending obtaining additional funding. As a result, the Company’s monthly cash requirement has decreased to approximately$40,000 per month. This monthly cash requirement does not include any extraordinary items or expenditures, including cash payments for debt penalties or recurring principal and interest payments, payments for clinical trials for our Onko-Sure® test kit, research conducted through CLIA Laboratories or expenditures related to further development of the CIT technology, as no significant expenditures are anticipated other than recurring legal fees related to outstanding legal proceedings. Based on our current cash position, without additional financing we are notable to pay our all of our past obligations.



Management’s plans include seeking financing, conversion of certain existing notes payable and related warrant obligations to preferred and common stock, alliances or other partnership agreements with entities interested in our technologies, or other business transactions that would generate sufficient resources to assure continuation of our operations and research and development programs. To date, management has been unable to establish a definitive plan to locate funding and/or any partnership or alliance to allow us to address our significant capital deficiencies.



There are significant risks and uncertainties which could negatively affect our operations. These are principally related to (i) the ability to retain skilled workers to manufacture kit and conduct research and development, (ii) ability to re-start operations, (iii) the absence of substantive distribution network for our Onko-Sure® kits, (iv) the absence of any significant commitments or firm orders from our distributors,IN COMES UNI-Pharma as distributors and Manufacturers to ease all of the above concerns.... (v) existing defaults and potential defaults in existing indebtedness, and (vi) failure to meet operational covenants in existing financing agreements which would trigger additional defaults or penalties. Our limited sales to date for the Onko-Sure ® test kit and the lack of distributors meeting their quarterly minimum purchase requirements make it impossible to identify any trends in our business prospects.

http://www.sec.gov/Archives/edgar/data/838879/000114420412037312/v316641_10k.htm