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Gold Seeker

10/21/09 9:59 AM

#23703 RE: opportunityknocking #23702

Opportunity: "however, he did send out a shareholder letter that did for the most part give an indication what the future of the company should look like."

Opportunity, wasn't that the same letter that said there would be a new goal of the management to have a new era of openness with shareholders and communicate often?
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Gold Seeker

10/21/09 10:09 AM

#23704 RE: opportunityknocking #23702

Opportunity stated: "The series of events that lead up to the need for new capital were unfortunate due to the financial crisis, but IMO, I see Dr Moro really capitalizing on his revitalized company."

It was not the financial crisis that brought the "Smithline Plague" to the company. It was mismanagement. More fines are undoubtedly accumulating today as Moro fails to deliver shares to Smithline to cover his short position. Smithline has the stock held captive with shares ready to sell into any news. Smithline does not care how much dilution there is to shareholders because he doesn't want the stock. He just wants his money back any way he can get it.
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Gold Seeker

10/21/09 11:09 AM

#23705 RE: opportunityknocking #23702

Opportunity stated: "I am anxious to see how rapid Dr Moro will progress once he gets the shareholder approval."

I will tell you what will happen after shareholder approval. Exactly NOTHING.

The public offering is awaiting approval of the recently filed S-1 and that is the next step. Nothing will move forward until that filing is approved. As the OTC Journal stated, that process could take one to six months depending upon any revisions the SEC deems to require.

The fact that Moro did not even mention the Abbott amendment is not a good start. The SEC probably will not find that to be acceptable since the previous registration fling required changes to include the confidential license agreements. If the SEC previously required the Abbott license agreement to be disclosed, they are certainly going to want the amended license agreement to be at least mentioned in the new S-1.

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Gold Seeker

10/21/09 11:29 AM

#23706 RE: opportunityknocking #23702

Opportunity stated: "I do feel he should have shown shareholders his blueprints for the deployment of capital."

If you had done your due diligence and read the latest S-1, you would know exactly what he proposes to spend money on and how much. An investor should not expect someone to hold their hand and spoon feed information but I will attempt to help you.
**********************************************************
USE OF PROCEEDS

Based on an assumed public offering price of $5.00 per unit, we estimate that the net proceeds from this offering will be approximately $4.8 million, after deducting the underwriting discounts and commissions ($0.50 per unit, or $600,000 in the aggregate), the representative’s non-accountable expense allowance (approximately $180,000) and estimated offering expenses (approximately $420,000), or approximately $5.6 million if the underwriters’ over-allotment option is exercised in full. If the public warrants are exercised, we will receive an additional $9.0 million in gross proceeds ($10.35 million if the public warrants underlying the underwriters’ over-allotment option are exercised). We have agreed to pay Paulson a warrant solicitation fee equal to 5% of the exercise price of each warrant exercised more than one year after the date of the prospectus if Paulson solicited the exercise.

We currently expect to use our net proceeds from this offering as follows:


$1.0 million to develop and obtain marketing approval of our POC test format;

$960,000 to the holders of our amended secured notes in the principal amount of $1.95 million to reduce the principal amount of those notes;

$450,000 to various holders of our 10% unsecured notes due and payable out of the proceeds of this offering in full repayment of those notes;


$200,000 to fund ongoing research and development activities relating to the RECAF marker;


$150,000 for marketing expenses relating to commercializing the manual format of our serum testing technology;


$100,000 for marketing expenses relating to the veterinary applications of our serum testing technology; and


the remainder to fund working capital and other general corporate purposes, including interest on our outstanding indebtedness, accounting and legal expenses, facilities expenses and personnel expenses.


The amounts and timing of our actual expenditures will depend on numerous factors, including current global economic conditions and internal cash flows. We will have broad discretion in the application of the net proceeds. Pending the uses described above, we intend to invest the net proceeds in short-term, interest-bearing, investment-grade securities.

We anticipate that the net proceeds from this offering together with our existing cash balances and our anticipated cash flow from operations will allow us to sufficiently manage our cash flow needs for the next twelve months. Our existing cash balances include the net proceeds from the sale of our 10% unsecured promissory notes in the original aggregate principal amount of $575,000 ($512,000 after the payment of placement agent fees), which were used to pay the expenses related to that offering and some expenses related to this offering and for working capital and general corporate purposes.