10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ____________.

Commission File number 0-935

CYTOCORE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	36-4296006
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

414 North Orleans Street, Suite 503

Chicago, IL 60654

(Address of Principal Executive Offices)

(312) 222-9550

(Registrant’s Telephone Number, Including Area Code)

414 North Orleans Street, Suite 510

Chicago, IL 60654

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨ (not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rue 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨	Accelerated Filer
Non-Accelerated Filer ¨	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

common STOCK, $0.001 par value, AT November 11, 2013: 269,530,857

CYTOCORE, Inc.

Quarterly Report on Form 10-Q

Table of contents

PART I. – FINANCIAL INFORMATION	Page
Item 1.    Financial Statements
a) Condensed Consolidated Balance Sheets – September 30, 2013 (unaudited) and December 31, 2012	2
b) Condensed Consolidated Statements of Operations – Three months and Nine months ended September  30, 2013 and September 30, 2012 (unaudited)	3
c) Condensed Consolidated Statements of Cash Flows — Nine months ended September 30, 2013 and September 30, 2012   (unaudited)	4
d) Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 4.     Controls and Procedures	14
Part II. — Other Information
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.     Defaults upon Senior Securities	14
Item 6.     Exhibits	14
SIGNATURES	15
EXHIBIT INDEX	16
Exhibit 3.1 Certificate of Amendment
Exhibit 31.1 Section 302 Certification
Exhibit 32.1 Section 906 Certification

1

Part I. — Financial Information

Item 1. Financial Statements

CYTOCORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(Dollars in thousands)

	September 30,			December 31,
	2013			2012*
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	11		$	39
Accounts receivable		9			134
Prepaid expenses and other current assets		10			10
Total current assets		30			183
Fixed assets, net		17			79
Total assets	$	47		$	262
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable		172			681
Accrued payroll costs		3,156			2,705
Advances payable to related parties		70			3,175
Accrued expenses		500			903
Notes payable		36			70
Total current liabilities		3,934			7,534
Stockholders’ Deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 373,355 shares issued and outstanding at September 30, 2013 and December 31, 2012 (Liquidation value of all classes of preferred stock $2,871 at September 30, 2013)		1,487			1,487
Common stock, $0.001 par value; 2,000,000,000 and 500,000,000 shares authorized; 269,530,857 and 78,245,623 shares issued and, issuable at September 30, 2013 and December 31, 2012, respectively		270			78
Additional paid-in-capital		97,116			93,407
Treasury stock: 19,209 shares at September 30, 2013 and December 31, 2012		(327	)		(327	)
Accumulated deficit		(102,433	)		(101,917	)
Total stockholders’ deficit		(3,887	)		(7,272	)
Total liabilities and stockholders’ deficit	$	47		$	262

* Derived from audited information

See accompanying notes to these condensed consolidated financial statements.

2

CYTOCORE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share and share amounts)

	Nine months ended						Three months ended
	September 30,						September 30,
	2013			2012			2013			2012
	(Unaudited)						(Unaudited)
Net revenues	$	19		$	192		$	5		$	61
Operating expenses
Cost of revenues		7			108			1			39
Research and development, net of settlement of trade debt of $15,000 for the nine months ended September 30, 2012		209			265			60			82
Selling, general and administrative, (net of adjustment of trade debt of $374,000, a reduction in accrued franchise tax of $217,000 and benefit from the liquidation of subsidiaries of $149,000 for the nine months ended September 30, 2013 and net of adjustment of trade debt of $490,000 for the nine months ended September 30, 2012)		217			649			275			(136	)
Total operating expenses		433			1,022			336			(15	)
Operating (loss) income		(414	)		(830	)		(331	)		76
Other income (expense)
Interest expense – related party		(96	)		(170	)		(2	)		(59	)
Interest expense		(6	)		(9	)		(2	)		(3	)
Total other income (expense)		(102	)		(179	)		(4	)		(62	)
Net (loss) income		(516	)		(1,009	)		(335	)		14
Preferred stock dividend		(199	)		(199	)		(67	)		(67	)
Net loss applicable to common stockholders	$	(715	)	$	(1,208	)	$	(402	)	$	(53	)
Basic and diluted net loss per common share	$	(0.00	)	$	(0.02	)	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average number of common shares outstanding		172,711,623			70,278,553			268,389,553			72,964,624

See accompanying notes to these condensed consolidated financial statements.

3

CYTOCORE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

	Nine Months Ended
	September 30,
	2013			2012
Operating Activities:
Net loss	$	(516	)	$	(1,009	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		62			171
Common stock issued for compensation		35			30
Reduction in accrual for franchise taxes		(217	)		—
Benefit derived from liquidation of subsidiaries		(149	)		—
Interest expense imputed on related party advances		96			170
Common stock issued for services		41			91
Gain on settlement of trade indebtedness		(374	)		490
Changes in assets and liabilities
Accounts receivable		125			(162	)
Prepaid expenses and other current assets		1			(1	)
Accounts payable		(73	)		(997	)
Accrued expenses		516			609
Net cash used in operating activities		(453	)		(608	)
Investing activities:
Net cash used in investing activities		—			—
Financing activities:
Proceeds from related parties		145			524
Proceeds from sale of machinery		—			70
Sale of common stock		280			—
Net cash provided by financing activities		425			594
Net increase (decrease) in cash and cash equivalents		(28	)		(14	)
Cash and cash equivalents at the beginning of period		39			14
Cash and cash equivalents at end of period.	$	11		$	—
Supplemental disclosure of cash flow information:
Cash paid for interest		—			—
Cash paid for taxes		—			—
Non-cash transactions during the period for:
Common stock issued for director fees payable	$	200		$	—
Conversion of related party debt to common stock		3,250			—
Write off of certain payables no longer valid due to the statute of limitations		—			490

See accompanying notes to these condensed consolidated financial statements.

4

CYTOCORE, INC.

Notes to Financial Statements

(Tabular data in thousands, except per share amounts)

(Unaudited)

Note 1.               Organization

CytoCore, Inc. was incorporated in Delaware in December 1998. Except where the context otherwise requires, the “Company” refers to CytoCore, Inc. and its subsidiaries and predecessors.

Currently, the Company has one product of its own for sale – its SoftPap collector. The Company is developing, and plans to sell an integrated family of cost-effective products for the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions®. CytoCore Solutions products are intended to address sample collection, specimen preparation, specimen evaluation (including detection/screening and diagnosis), treatment and patient monitoring within vertical markets related to specific cancers. Current CytoCore Solutions products are focused upon cervical cancer. The Company plans that this focus will later be expanded to include other gynecological cancers as well as bladder, lung, and breast cancers, among others. Within each of these markets the Company anticipates that the CytoCore Solutions products will be sold as individual value-added drop-in replacements for existing products and as integrated systems that improve the efficiency and effectiveness of clinical and laboratory operations.

The Company has also begun marketing and selling a companion product that is designed to detect breast cancer, which is manufactured by a third party.

During the nine months ended September 30, 2013, Robert McCullough, our Chief Executive Officer and Chief Financial Officer, converted $3,250,000 of debt owed to him into 162,500,000 shares of restricted, unregistered common stock at a price of $0.02 per share. As a result of this transaction, Mr. McCullough beneficially owns 167,690,706 shares of common stock or 62.22% of our outstanding common stock. Our officers and directors own an aggregate 198,199,145 shares of common stock or 73.53% of our outstanding common stock.

Also, during the nine months ended September 30, 2013, the Company liquidated all of its wholly owned subsidiaries and reported a gain of $149,000 as a result. The subsidiaries were inactive and had no operations during the reporting periods.

The Company has incurred significant operating losses since its inception. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop, manufacture and market its products. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to increase sales of its products, develop new products, and raise additional capital. At September 30, 2013, the Company had $11,000 to fund its operations.

If the Company is unable to obtain adequate additional financing or generate sufficient sales revenues, it will be unable to continue its product development efforts and other activities and will be forced to curtail or cease operations. The consolidated financial statements presented herein do not include any adjustments that might result from the outcome of this uncertainty.

Note 2.              Basis of Presentation

The financial statements for the periods ended September 30, 2013 and 2012 included herein are unaudited. Such financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. All such adjustments are of a normal recurring nature. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2013 or for any other period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United

States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC.

5

The Company does not have any comprehensive income or loss.

Note 3.              Fixed Assets

Fixed assets consist of the following:

	September 30,			December 31,
	2013			2012
	(unaudited)
Furniture and fixtures	$	40		$	47
Laboratory equipment		508			508
Computer and communications equipment		261			261
Design and tooling		1,204			1,204
		2,013			2,020
Less accumulated depreciation and amortization		(1,996	)		(1,941	)
Total	$	17		$	79

For the nine months ended September 30, 2013 and 2012, depreciation expense was $62,000 and $171,000, respectively. The Company did not allocate any of the depreciation expense of the machinery and equipment or the design and tooling into inventory since the Company has suspended manufacturing. This depreciation was included as a selling, general and administrative expense as excess idle time.

Note 4.              Accrued Expenses

Accrued expenses include the following:

	September 30,		December 31,
	2013		2012
	(unaudited)
Accrued interest	$	29	$	65
Accrued franchise and other taxes		301		484
Accrued compensation		20		190
Other accrued expenses		150		164
Total	$	500	$	903

Note 5.              Notes Payable and Advances-related parties

Notes payable to unrelated parties consist of:

	September 30,		December 31,
	2013		2012
	(Unaudited)
Robert Shaw, $25,000 Promissory Note issued September 20, 2001; interest rate 9% per annum, due December 20, 2001.		15		15
Ventana Medical Systems, Inc. $62,946 Promissory Note issued November 30, 2003; due December 31, 2003; interest rate 8% per annum payable after December 31, 2003		21		21
Xillix Technologies Corporation $361,000 Promissory Note issued June 26, 1998; Interest rate Canadian Prime plus 6% per annum, due December 27, 1999; represents a debt of AccuMed		—		34
	$	36	$	70

During the nine months ended September 30, 2013, the Company liquidated AccuMed, its wholly owned subsidiary. As a result, the note and accrued interest totaling $73,000 due to Xillex Technologies Corporation was recorded as a reduction in selling, general and administration expense.

6

The Company has failed to make principal and interest payments when due and is in breach of certain warranties and representations under the notes included above. Such notes require the holder to notify the Company in writing of a declaration of default at which time a cure period, as specified in each individual note, would commence. The Company has not received any written declarations of default from holders of its remaining outstanding notes payable.

During the nine months ended September 30, 2013, the Company was advanced $145,000 from a related party. These advances are non-interest bearing and are due on demand. However, using an 8% annual interest rate, the Company has recorded a non-cash interest expense totaling approximately $96,000 on the outstanding balance for the nine months ended September 30, 2013.

Note 6.              Stockholders’ Equity (Deficit)

Common stock Split

During the nine months ended September 30, 2013, the Company’s shareholders approved a one for ten reverse split of our common stock. The reverse split did not become effective because the Company did not receive approval from the regulatory authorities. Therefore, the reverse split is not reflected in these financial statements.

Loss per share

A reconciliation of the numerator and the denominator used in the calculation of loss per share is as follows:

	September 30,			September 30,
	2013			2012
	(unaudited)
Basic and Diluted:
Net loss applicable to common stockholder (in thousands)	$	(715	)	$	(1,208	)
Weighted average common shares outstanding		172,711,623			70,278,553
Net loss per common share	$	(0.00	)	$	(0.02	)

Warrants to purchase 705,667 and 922,667 common shares and preferred stock convertible into 627,429 and 599,075 common shares were not included in the computation of diluted loss per share applicable to common stockholders as they are anti-dilutive as a result of net losses for the periods ended September 30, 2013 and September 30, 2012, respectively.

Preferred Stock

A summary of the Company’s preferred stock is as follows:

	September 30,		December 31,
	2013		2012
	Shares Issued &		Shares Issued &
Offering	Outstanding		Outstanding
	(unaudited)
Series A convertible		47,250		47,250
Series B convertible, 10% cumulative dividend		93,750		93,750
Series C convertible, 10% cumulative dividend		38,333		38,333
Series D convertible, 10% cumulative dividend		175,000		175,000
Series E convertible, 10% cumulative dividend		19,022		19,022
Total Preferred Stock		373,355		373,355

As of September 30, 2013 and 2012, the Company had cumulative preferred undeclared and unpaid dividends. In accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 260-10-45-11, “Earnings per Share”, these dividends were added to the net loss in the net loss per share calculation.

7

Summary of Preferred Stock Terms

Series A Convertible Preferred Stock

Liquidation Value:	$4.50 per share, $212,625
Conversion Price:	$103.034 per share
Conversion Rate:	0.04367—Liquidation Value divided by Conversion Price ($4.50/$103.034)
Voting Rights:	None
Dividends:	None
Conversion Period:	Any time

Series B Convertible Preferred Stock

Liquidation Value:	$4.00 per share, $375,000
Conversion Price:	$10.00 per share
Conversion Rate:	0.40—Liquidation Value divided by Conversion Price ($4.00/$10.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2001
Conversion Period:	Any time
Cumulative and undeclared dividends in arrears at September 30, 2013 were $473,000

Series C Convertible Preferred Stock

Liquidation Value:	$3.00 per share, $115,000
Conversion Price:	$6.00 per share
Conversion Rate:	0.50—Liquidation Value divided by Conversion Price ($3.00/$6.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2002
Conversion Period:	Any time
Cumulative and undeclared dividends in arrears at September 30, 2013 were $137,000

Series D Convertible Preferred Stock

Liquidation Value:	$10.00 per share, $1,750,000
Conversion Price:	$10.00 per share
Conversion Rate:	1.00—Liquidation Value divided by Conversion Price ($10.00/$10.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing April 30, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at September 30, 2013 were $2,086,000

Series E Convertible Preferred Stock

Liquidation Value:	$22.00 per share, $418,488
Conversion Price:	$8.00 per share
Conversion Rate:	2.75—Liquidation Value divided by Conversion Price ($22.00/$8.00)
Voting Rights:	Equal in all respects to holders of common shares
Dividends:	10%—Quarterly—Commencing May 31, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at September 30, 2013 were $501,000

Issuance of Common Stock for Cash

During the quarter ended September 30, 2013, the Company agreed to issue 12,500,000 shares of restricted, unregistered common stock to qualified investors for $250,000, or $0.02 per share. These shares have not yet been issued.

For the nine months ended September 30, 2013, the Company agreed to issue an aggregate of 14,000,000 shares of restricted, unregistered common stock to qualified investors for $280,000, or $0.02 per share. These shares have not yet been issued.

Issuance of Common Stock as Payment for Services

During the nine months ended September 30, 2013, the Company issued to two of the Company’s directors, Mauro Scimia (“Scimia”) and Xavier Carbonell (“Carbonell”), 902,764 and 1,805,528 shares of restricted, unregistered common stock, respectively, for consulting services rendered, and the Company recorded a charge of $52,500, or $0.02 per share, as a selling, general and administrative expense.

8

The Company during the nine months ended September 30, 2013, also issued 2,346,148 shares of restricted, unregistered common stock to a consultant for services rendered, and recorded $36,000 as a selling, general and administrative expense.

During the nine months ended September 30, 2013, the Company reversed $48,000 of consulting compensation expense from a consulting agreement issued several years ago.  The consultant never completed any of the tasks required under the contract and therefore did not meet the requirements to vest any of the 2,055,527 shares granted, but never issued, under the contract.  The $48,000 was a reduction in selling, general & administrative expense.

Issuance of Common Stock as Settlement of Debt

During the nine months ended September 30, 2013, Robert McCullough, our Chief Executive Officer and Chief Financial Officer, converted $3,250,000 of debt owed to him into 162,500,000 shares of restricted, unregistered common stock at a price of $0.02 per share. As a result of this transaction, Mr. McCullough beneficially owns 167,690,706 shares of common stock which is 62.22% of our outstanding common stock.

Also during the nine months ended September 30, 2013, the Company issued to two current independent directors, Alexander Milley and Dr. John Abeles, an aggregate 7,500,000 shares of restricted, unregistered common stock, respectively, for past directors fees totaling $150,000, or $0.02 per share. In addition, the Company recorded the payment of $50,000 for services rendered to a former director in the form of 2,500,000 shares of restricted, unregistered common stock valued at $0.02 per share. These shares have not yet been issued.

The shares issued to the Company’s CEO and members of the board of directors in the debt settlements described above were issued at a price higher than the trading price of the common stock the day the Board authorized the settlement. The Company has not treated the transaction as a troubled debt restructuring nor as an extinguishment of the debt, but as essentially a recapitalization of the Company, and therefore no gain or loss has been recorded on the difference in the fair value of the stock as it traded to the amount used to settle the debt.

Issuance of Common Stock as Payment for Employee Compensation

During the nine months ended September 30, 2013, the Company issued to Augusto Ocana (“Ocana”), a director and vice president of the Company, 1,805,528 shares of restricted, unregistered common stock, for services rendered. The Company recorded a charge of $35,000, or $0.02 per share, as a selling, general and administrative expense.

Our officers and directors own an aggregate 198,199,145 shares of common stock which is 73.53% of our outstanding common stock.

Note 7. Commitments and Contingencies

Legal Proceedings

There are no pending legal proceedings against the Company. To the Company’s knowledge, there have been no cases initiated by or against the Company, nor any cases resolved, since the date of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 was filed with the SEC.

The Company has been a party to a number of other proceedings, informal demands, or debt for services brought by former unsecured creditors to collect past due amounts for services. The Company is attempting to settle these demands and unfilled claims. The Company does not consider any of these claims to be material.

During the nine months ended September 30, 2013, the Company recorded a write off totaling $374,000 of trade debt deemed uncollectible by the holder due to the expiration of the statute of limitations and $149,000 as a result of the liquidation of its subsidiaries. These transactions were recorded as a reduction of selling, general and administration expense.

Contingencies

The Company has not filed its Illinois franchise returns for 2012, 2011, 2010 and 2009 or paid its franchise tax for those years. During the second quarter the Company filed and paid its franchise taxes for 2009 and 2010 for Delaware. The Company determined that it had over accrued for those periods by approximately $44,000, which was reversed and is shown as a reduction in selling, general & administrative expenses. The Company believes that it has made adequate provision for the liability including penalties and interest.

9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Caution Regarding Forward-Looking Statements

This report contains “forward-looking statements” – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” or “will.” These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include: our ability to raise capital; our ability to retain key employees; our ability to engage third party distributors to sell our products; economic conditions; technological advances in the medical field; demand and market acceptance risks for new and existing products, technologies, and healthcare services; the impact of competitive products and pricing; U.S. and international regulatory, trade, and tax policies; product development risks, including technological difficulties; ability to enforce patents; and foreseeable and unforeseeable foreign regulatory and commercialization factors, our ability to develop new products and respond to technological changes in the markets in which we compete, our ability to obtain government approvals of our products, our ability to market our products, changes in third-party reimbursement procedures, and such other factors that may be identified from time to time in our Securities and Exchange Commission ("SEC") filings and other public announcements including those set forth under the caption “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Except as required by law, we assume no duty to update or revise our forward-looking statements.

Overview of CytoCore, Inc.

Cytocore, Inc. (the “Company,” “we” or “us”) is developing an integrated family of cost-effective products for the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions^®. Currently, we have one of our own products for sale – our SoftPap collector. We are developing, and plan to sell an integrated family of cost-effective products for the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions®. Our products are intended to address sample collection, specimen preparation, specimen evaluation (including detection/screening and diagnosis), and patient treatment and monitoring within vertical markets related to specific cancers. Current CytoCore Solutions products are focused upon cervical cancer. We plan to expand our focus to include other gynecological cancers as well as bladder, lung and breast cancers, among others. Within each of these markets, we anticipate that the CytoCore Solutions products will be sold as individual value-added drop-in replacements for existing products and as integrated systems that improve the efficiency and effectiveness of clinical and laboratory operations.

The science of medical diagnostics has advanced significantly during the past decade. Much of this advance has come as a result of new knowledge of the human genome and related proteins, which form the foundation of cell biology and the functioning of the human body. Our goal is to utilize this research as a base to develop screening and diagnostic testing products for cancer and cancer-related diseases. We believe that the success of these products will improve patient care through more accurate test performance, wider product availability and more cost-effective service delivery. We have developed the SoftPAP®, a sample collection device approved by the U.S. Food and Drug Administration, and are licensed to sell the PadKitÔ collection device and GluCyteÔ cell preservative. We are focusing on the development and testing of cocktail assay markers and stains for use with our Automated Image Proteomic System (AIPSÔ) to screen for various cancers.

The Company has also began marketing and selling a companion product which is designed to detect breast cancer. This product is manufactured by a third party.

Our strategy is to develop products through internal development processes, strategic partnerships, licenses and acquisitions. This strategy has required and will continue to require additional capital. As a result, we will incur substantial operating losses until we are able to successfully market our products.

10

Outlook

We have incurred significant losses since inception. Management expects that significant on-going operating expenditures will be necessary to successfully implement our business plan and develop, manufacture and market our products. Implementation of our plans and our ability to continue as a going concern will depend upon our ability to increase sales of our products, develop new products, and raise substantial additional capital. During the year ended December 31, 2012, we raised approximately $639,000 through advances from related parties. During the nine months ended September 30, 2013, we raised approximately $145,000 through advances from related parties and $280,000 from the sale of our common stock.

If we are unable to obtain additional capital or generate profitable sales revenues, we may be required to curtail product development and other activities and in the extreme case, cease operations. No assurances can be given about our ability to obtain capital. The consolidated financial statements presented herein do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies and Changes to Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Management believes that it is reasonably possible that the following material estimates affecting the financial statements could significantly change in the coming year: (1) estimates concerning the method of depreciation or the useful life of the equipment used in the production of SoftPAP collection kits, and (2) estimates as to the valuation allowance for the amounts recorded and held as property and equipment.

There have been no material changes in our critical accounting policies or critical accounting estimates since December 31, 2012, nor have we adopted any accounting policy that has or will have a material impact on our consolidated financial statements. For further discussion of our critical accounting policies, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, including the notes to our consolidated financial statements included therewith, as filed with the SEC.

Results of Operations

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements presented in Part I, Item 1 of this Quarterly Report and the notes thereto, and our audited consolidated financial statements and notes thereto, as well as our Management’s Discussion and Analysis, contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

Three Months Ended September 30, 2013 as compared to Three Months Ended September 30, 2012

Revenue

Revenues for the three months ended September 30, 2013 decreased $56,000, or 92%, to $5,000 from $61,000 for the three months ended September 30, 2012. This decrease is due to a $55,000 reduction in sales of the collection system relating to the detection of breast cancer, which we are selling on behalf of another company, and a $1,000 reduction in sales of our SoftPAP product.

Costs and Expenses

Cost of Revenues

Cost of revenues for the quarter ended September 30, 2013 decreased $38,000, or 97%, to $1,000 from $39,000 for the three months ended September 30, 2012. This decrease is due to a reduction in sales.

Research and Development

For the three months ended September 30, 2013, our research and development (“R&D”) expenses were $60,000, a $22,000, or 27%, decrease from R&D expenses of $82,000 for the corresponding period in 2012. Of this decrease, $6,000 related from a decrease in fees paid to medical consultants, $3,000 related to a decrease in payroll costs and $1,000 related to a decrease in depreciation expense and $12,000 related to a decrease in project expenses.

11

R&D expenses consist primarily of costs related to specific development programs with scientists and researchers and expenses incurred by engineers and researchers at our Chicago facility.

Selling, General and Administrative

For the three months ended September 30, 2013, selling, general and administrative (“SG&A”) expenses were $275,000. The SG&A expenses represent a $411,000 increase from SG&A expenses of negative $136,000 after the write off of trade payables totaling $490,000 for the corresponding period in 2012. Of this $411,000 increase, $38,000 related to an increase in professional fees, $18,000 related to an increase in investor relations, and $2,000 in other expenses and $490,000 related to the write off of trade payables in 2012. These increases were partially offset by reduced depreciation expense of $42,000, lower administrative payroll costs of $46,000, reduced marketing costs of $26,000, and lower fees paid to outside consultants of $23,000.

Other Income (Expense)

Interest expense decreased $58,000 to $4,000 for the three month period ended September 30, 2013 from $62,000 for the three month period ended September 30, 2012. Of this decrease, $57,000 relates to the non-cash charge for related party advances and a decrease in other interest expense of $1,000.

Net (Loss) Income

The net loss from operations for the three-month period ended September 30, 2013 was $335,000, as compared to net income of $14,000 for the corresponding period in 2012, an increase of $349,000. This increase resulted from an increase in SG&A expenses partially offset by decreases in R&D expenses, interest expenses, partially offset by a decrease in revenues.

The net loss applicable to common stockholders, which reflects the unpaid and undeclared preferred stock dividends from the period, increased to $402,000 for the quarter ended September 30, 2013 from $53,000 for the quarter ended September 30, 2012, an increase of $349,000, or 658%. The net loss per common share for each of the three month periods ended September 30, 2013 and September 30, 2012 was $0.00 per share, respectively, on 268,389,553 and 72,964,624 weighted average common shares outstanding, respectively.

Nine Months Ended September 30, 2013 as compared to Nine Months Ended September 30, 2012

Revenue

Revenues for the nine months ended September 30, 2013 decreased $173,000, or 90%, to $19,000 from $192,000 for the nine months ended September 30, 2012. This decrease is due to lower sales totaling $168,000 of the collection system relating to the detection of breast cancer, which we are selling on behalf of another company, and lower sales totaling $2,000 of our SoftPAP product and a reduction in licensing fees of $3,000.

Costs and Expenses

Cost of Revenues

Cost of revenues was $7,000 for the nine months ended September 30, 2013, a $101,000, or 94%, decrease from $108,000 for the nine months ended September 30, 2012. This decrease is due to lower sales.

Research and Development

For the nine months ended September 30, 2013, our R&D expenses were $209,000, a $56,000, or 21%, decrease from $265,000 for the corresponding period in 2012. Of this decrease, $33,000 related to a decrease in fees paid to consultants, $4,000 related to a decrease in depreciation expense, $12,000 related to a decrease in payroll expense and $7,000 related to a decrease in project expenses.

12

Selling, General and Administrative

For the nine months ended September 30, 2013, SG&A expenses were $217,000 after an adjustment of trade debt totaling $374,000, an adjustment relating to the liquidation of our subsidiaries of $149,000 and an adjustment for an accrual for franchise taxes totaling $217,000. The SG&A expenses represent a $432,000, or 67%, decrease from SG&A expenses of $649,000 after an adjustment of trade debt totaling $490,000 for the corresponding period in 2012. Of this $432,000 decrease, depreciation expense decreased $105,000, marketing costs decreased $35,000, consulting fees decreased $18,000, travel expenses decreased $8,000, administrative payroll cost decreased $67,000, an adjustment related of trade debt totaled $374,000, an adjustment relating to the liquidation of our subsidiaries totaled $149,000, and franchise tax expense decreased $217,000. These decreases were partially offset by increases in transfer agent fees of $13,000, professional fees of $12,000, insurance expense of $5,000, rent expense of $3,000, current franchise tax of $18,000 and the adjustment of trade debt of $490,000 in the corresponding period in 2012.

Other Income (Expense)

Interest expense decreased $77,000 to $102,000 for the nine months ended September 30, 2013 from $179,000 for the nine months ended September 30, 2012. Of this decrease, $74,000 relates to the non-cash charge for related party advances and $3,000 of other interest expense.

Net Loss

The net loss from operations for the nine months ended September 30, 2013 was $516,000, as compared to $1,009,000 for the corresponding period in 2012, a decrease of $493,000, or 49%. This decrease resulted from a decrease in R&D expenses, SG&A expenses and interest expense, partially offset by a decrease in revenues.

The net loss applicable to common stockholders, which reflects the unpaid and undeclared preferred stock dividends from the period, decreased to $715,000 for the nine months ended September 30, 2013 from $1,208,000 for the nine months ended September 30, 2012, a decrease of $493,000, or 41%. The net loss per common share for each of the nine month periods ended September 30, 2013 and September 30, 2012 was $0.00 and $0.02 per share, respectively, on 172,711,623 and 70,278,553 weighted average common shares outstanding, respectively.

Liquidity and Capital Resources

To date, our capital resources and liquidity needs have been met from advances from related parties, and sales of our debt and equity securities to individual and institutional investors.

Research and development, clinical trials and other studies of the components of our CytoCore Solutions System, conversions from designs and prototypes into products and product manufacturing, sales and marketing efforts, medical consultants and advisors, and research, administrative and executive personnel are and will continue to be the principal basis for our cash requirements. We have obtained operating funds for the business since inception through private offerings of debt and equity securities to U.S. accredited and foreign investors. We will be required to make additional offerings in the future to support our operations until we are able to generate sufficient income from the sale of our products. We used $453,000 for operating activities during the nine months ended September 30, 2013 compared to $608,000 during the nine months ended September 30, 2012. During the nine months ended September 30, 2013, approximately $209,000 was incurred for R&D and approximately $217,000 was incurred for SG&A functions.

We did not engage any investing activity during the nine months ended September 30, 2013. At this time, we have no other material commitments for capital expenditures during the remainder of the 2013 fiscal year.

We were able to raise proceeds of $145,000 through advances from related parties and $280,000 from the sale of our common stock during the nine months ended September 30, 2013. The proceeds were used to continue to develop our products and satisfy certain present and past obligations. At September 30, 2013, we had $11,000 in cash on hand. We believe that our current cash resources will not be sufficient to fund operations for the next twelve months.

Our operations have been, and will continue to be, dependent upon management’s ability to raise operating capital through the issuance and sale of debt and equity securities and advances from related parties. We have incurred significant operating losses since inception of the business. We expect that significant on-going operating expenditures will be necessary to successfully implement our business plan and develop, manufacture and market our products. If we are unable to obtain adequate additional financing or generate profitable sales revenue, or negotiate a favorable settlement plan with creditors, we may be unable to continue our product development and other activities and may be forced to cease operations. The consolidated financial statements presented do not include any adjustments that might result from the outcome of this uncertainty.

13

Off-Balance Sheet Arrangements

As of September 30, 2013, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our chief executive officer, who also serves as our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and chief financial officer has concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuance of Common Stock for Cash

During the quarter ended September 30, 2013, the Company sold 12,500,000 shares of restricted, unregistered common stock to qualified investors for $250,000, or $0.02 per share.

We issued all of the foregoing securities in reliance on the safe harbor and exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for sales to a limited number of accredited investors, employees, service providers, or creditors with whom we had prior relationships, without engaging in any general solicitation, and without payment of underwriter discounts or commissions to any person.

Item 3.Defaults upon Senior Securities

As of September 30, 2013, we failed to make the required principal and interest payments, constituting events of default, on the $21,000 Ventana Medical Systems, Inc. promissory note. The note requires the holder to notify us in writing of a declaration of default at which time a cure period, as specified in the note, would commence. There is no guarantee that we will be able to cure any event of default if, or when, the holder provides the required written notice.

Item 6. Exhibits

Exhibit
Number	Description
3.1	Certificate of Amendment to the Company’s Certificate of Incorporation.
31.1	Section 302 certification by principal executive and chief financial officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1	Section 906 certification by principal executive and chief financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation

14

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CytoCore, Inc.

/s/ Robert F. McCullough, Jr.

 Robert F. McCullough, Jr.

  Chief Executive Officer and

  Chief Financial Officer

Date: November 14, 2013

15

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Certificate of Amendment to the Company’s Certificate of Incorporation.
31.1	Section 302 certification by principal executive and chief financial officer pursuant to
	Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted
	pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1	Section 906 certification by principal executive and chief financial officer pursuant to 18 U.S.C.
	Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation

16

EX-3.1

 

 

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert F. McCullough Jr., certify that:

(1) I have reviewed this quarterly report on Form 10-Q of CytoCore, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Robert F. McCullough Jr.

Robert F. McCullough Jr.

Chief Executive Officer and

Chief Financial Officer

Dated:  November 14, 2013

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cytocore, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2013, filed with the Securities and Exchange Commission (the “Report”), I, Robert McCullough, Jr., Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition as of the dates presented and the results of operations of the Company for the periods presented.

/s/ Robert F. McCullough, Jr.

Robert F. McCullough, Jr.

Chief Executive Officer and

Chief Financial Officer

Dated:  November 14, 2013

XML

Stockholders' Equity (Deficit) (Tables)

9 Months Ended

Sep. 30, 2013

Stockholders' Equity (Deficit) [Abstract]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share

A reconciliation of the numerator and the denominator used in the calculation of loss per share is as follows:

	September 30,		September 30,
	2013		2012
	(unaudited)
Basic and Diluted:
Net loss applicable to common stockholder (in thousands)	$	(715)	$	(1,208)
Weighted average common shares outstanding		172,711,623		70,278,553
Net loss per common share	$	(0.00)	$	(0.02)

Summary of Company's Preferred Stock

A summary of the Company’s preferred stock is as follows:

	September 30,	December 31,
	2013	2012
	Shares Issued &	Shares Issued &
Offering	Outstanding	Outstanding
	(unaudited)
Series A convertible	47,250	47,250
Series B convertible, 10% cumulative dividend	93,750	93,750
Series C convertible, 10% cumulative dividend	38,333	38,333
Series D convertible, 10% cumulative dividend	175,000	175,000
Series E convertible, 10% cumulative dividend	19,022	19,022
Total Preferred Stock	373,355	373,355

Summary of Preferred Stock Terms

As of September 30, 2013 and 2012, the Company had cumulative preferred undeclared and unpaid dividends. In accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 260-10-45-11, “Earnings per Share”, these dividends were added to the net loss in the net loss per share calculation.

Summary of Preferred Stock Terms

Series A Convertible Preferred Stock

Liquidation Value:	$4.50 per share, $212,625
Conversion Price:	$103.034 per share
Conversion Rate:	0.04367—Liquidation Value divided by Conversion Price ($4.50/$103.034)
Voting Rights:	None
Dividends:	None
Conversion Period:	Any time

Series B Convertible Preferred Stock

Liquidation Value:	$4.00 per share, $375,000
Conversion Price:	$10.00 per share
Conversion Rate:	0.40—Liquidation Value divided by Conversion Price ($4.00/$10.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2001
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at September 30, 2013 were $473,000

Series C Convertible Preferred Stock

Liquidation Value:	$3.00 per share, $115,000
Conversion Price:	$6.00 per share
Conversion Rate:	0.50—Liquidation Value divided by Conversion Price ($3.00/$6.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at September 30, 2013 were $137,000

Series D Convertible Preferred Stock

Liquidation Value:	$10.00 per share, $1,750,000
Conversion Price:	$10.00 per share
Conversion Rate:	1.00—Liquidation Value divided by Conversion Price ($10.00/$10.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing April 30, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at September 30, 2013 were $2,086,000

Series E Convertible Preferred Stock

Liquidation Value:	$22.00 per share, $418,488
Conversion Price:	$8.00 per share
Conversion Rate:	2.75—Liquidation Value divided by Conversion Price ($22.00/$8.00)
Voting Rights:	Equal in all respects to holders of common shares
Dividends:	10%—Quarterly—Commencing May 31, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at September 30, 2013 were $501,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Net revenues	$ 5	$ 61	$ 19	$ 192
Operating expenses
Cost of revenues	1	39	7	108
Research and development, net of settlement of trade debt of $15,000 for the nine months ended September 30, 2012	60	82	209	265
Selling, general and administrative, (net of adjustment of trade debt of $374,000, a reduction in accrued franchise tax of $217,000 and benefit from the liquidation of subsidiaries of $149,000 for the nine months ended September 30, 2013 and net of adjustment of trade debt of $490,000 for the nine months ended September 30, 2012)	275	(136)	217	649
Total operating expenses	336	(15)	433	1,022
Operating (loss) income	(331)	76	(414)	(830)
Other income (expense)
Interest expense - related party	(2)	(59)	(96)	(170)
Interest expense	(2)	(3)	(6)	(9)
Total other income (expense)	(4)	(62)	(102)	(179)
Net (loss) income	(335)	14	(516)	(1,009)
Preferred stock dividend	(67)	(67)	(199)	(199)
Net loss applicable to common stockholders	$ (402)	$ (53)	$ (715)	$ (1,208)
Basic and diluted net loss per common share	$ 0.00	$ 0.00	$ 0.00	$ (0.02)
Basic and diluted weighted average number of common shares outstanding	268,389,553	72,964,624	172,711,623	70,278,553

XML

Accrued Expenses

9 Months Ended

Sep. 30, 2013

Payables and Accruals [Abstract]

Accrued expenses

Note 4.              Accrued Expenses

Accrued expenses include the following:

	September 30,		December 31,
	2013		2012
	(unaudited)
Accrued interest	$	29	$	65
Accrued franchise and other taxes		301		484
Accrued compensation		20		190
Other accrued expenses		150		164
Total	$	500	$	903

XML

Notes Payable and Advances-related parties - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Debt Instrument [Line Items]
Advance from related party			$ 145,000	$ 524,000
Annual interest rate			8.00%
Non-cash interest expense	2,000	59,000	96,000	170,000
Xillex Technologies Corporation [Member]
Debt Instrument [Line Items]
Notes Payable And Accrued Interest			$ 73,000

XML

Organization - Additional Information (Detail) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012		Dec. 31, 2011
Cash and cash equivalents	$ 11,000	$ 0	$ 39,000	[1]	$ 14,000
Debt Conversion, Converted Instrument, Amount	3,250,000	0
Gain Loss On Liquidations Of Subsidiary	(149,000)	0
Robert McCullough [Member]
Debt Conversion, Converted Instrument, Amount	$ 3,250,000
Debt Conversion, Converted Instrument, Shares Issued	162,500,000
Share Price	$ 0.02
Equity Method Investment Ownership Number Of Shares Held	167,690,706
Equity Method Investment, Ownership Percentage	62.22%
Officers and Directors [Member]
Equity Method Investment Ownership Number Of Shares Held	198,199,145
Equity Method Investment, Ownership Percentage	73.53%

[1] Derived from audited information

XML

Stockholders' Equity (Deficit) (Summary of Preferred Stock) (Parenthetical) (Detail)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, cumulative dividend rate	10.00%	10.00%
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, cumulative dividend rate	10.00%	10.00%
Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, cumulative dividend rate	10.00%	10.00%
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, cumulative dividend rate	10.00%	10.00%

XML

Stockholders' Equity (Deficit) (Summary of Preferred Stock) (Detail)	Sep. 30, 2013	Dec. 31, 2012
Class of Stock [Line Items]
Preferred stock, shares issued	373,355	373,355	[1]
Preferred stock, shares outstanding	373,355	373,355	[1]
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	47,250	47,250
Preferred stock, shares outstanding	47,250	47,250
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	93,750	93,750
Preferred stock, shares outstanding	93,750	93,750
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	38,333	38,333
Preferred stock, shares outstanding	38,333	38,333
Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	175,000	175,000
Preferred stock, shares outstanding	175,000	175,000
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	19,022	19,022
Preferred stock, shares outstanding	19,022	19,022

[1] Derived from audited information

XML

Commitments and contingencies - Additional Information (Detail) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Commitments and Contingencies Disclosure [Line Items]
Gain Loss On Liquidations Of Subsidiary	$ 149,000	$ 0
Selling, General and Administrative Expenses [Member]
Commitments and Contingencies Disclosure [Line Items]
Settlement of trade debt	374,000
Adjustment of an accrual based upon actual reduced liability	$ 44,000

XML

Stockholders' Equity (Deficit) (Reconciliation of Numerator and Denominator Used in Calculation of Loss Per Share) (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Basic and Diluted:
Net loss applicable to common stockholder	$ (402)	$ (53)	$ (715)	$ (1,208)
Weighted average common shares outstanding	268,389,553	72,964,624	172,711,623	70,278,553
Net loss per common share	$ 0.00	$ 0.00	$ 0.00	$ (0.02)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012
Operating Activities:
Net loss	$ (516)		$ (1,009)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	62		171
Common stock issued for compensation	35		30
Reduction in accrual for franchise taxes	(217)		0
Benefit derived from liquidation of subsidiaries	(149)		0
Interest expense imputed on related party advances	96		170
Common stock issued for services	41		91
Gain on settlement of trade indebtedness	(374)		490
Changes in assets and liabilities:
Accounts receivable	125		(162)
Prepaid expenses and other current assets	1		(1)
Accounts payable	(73)		(997)
Accrued expenses	516		609
Net cash used in operating activities	(453)		(608)
Investing activities:
Net cash used in investing activities	0		0
Financing activities:
Proceeds from related parties	145		524
Proceeds from sale of machinery	0		70
Sale of common stock	280		0
Net cash provided by financing activities	425		594
Net increase (decrease) in cash and cash equivalents	(28)		(14)
Cash and cash equivalents at the beginning of period	39	[1]	14
Cash and cash equivalents at end of period	11		0
Supplemental disclosure of cash flow information:
Cash paid for interest	0		0
Cash paid for taxes	0		0
Non-cash transactions during the period for:
Common stock issued for director fees payable	200		0
Conversion of related party debt to common stock	3,250		0
Write off of certain payables no longer valid due to the statute of limitations	$ 0		$ 490

[1] Derived from audited information

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Basis of Presentation

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation

Note 2.              Basis of Presentation

The financial statements for the periods ended September 30, 2013 and 2012 included herein are unaudited. Such financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. All such adjustments are of a normal recurring nature. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2013 or for any other period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

 

The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC.

The Company does not have any comprehensive income or loss.

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Notes Payable and Advances-related parties

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Notes Payable and Advances-related parties

Note 5.              Notes Payable and Advances-related parties

Notes payable to unrelated parties consist of:

	September 30,		December 31,
	2013		2012
	(Unaudited)
Robert Shaw, $25,000 Promissory Note issued September 20, 2001; interest rate      9% per annum, due December 20, 2001.		15		15
Ventana Medical Systems, Inc. $62,946 Promissory Note issued November 30, 2003;      due December 31, 2003; interest rate 8% per annum payable      after December 31, 2003		21		21
Xillix Technologies Corporation $361,000 Promissory Note issued June 26, 1998;      Interest rate Canadian Prime plus 6% per annum, due December 27, 1999;      represents a debt of AccuMed		—		34
	$	36	$	70

 

During the nine months ended September 30, 2013, the Company liquidated AccuMed, its wholly owned subsidiary. As a result, the note and accrued interest totaling $73,000 due to Xillex Technologies Corporation was recorded as a reduction in selling, general and administration expense.

The Company has failed to make principal and interest payments when due and is in breach of certain warranties and representations under the notes included above. Such notes require the holder to notify the Company in writing of a declaration of default at which time a cure period, as specified in each individual note, would commence. The Company has not received any written declarations of default from holders of its remaining outstanding notes payable.

During the nine months ended September 30, 2013, the Company was advanced $145,000 from a related party. These advances are non-interest bearing and are due on demand. However, using an 8% annual interest rate, the Company has recorded a non-cash interest expense totaling approximately $96,000 on the outstanding balance for the nine months ended September 30, 2013.

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Fixed Assets

9 Months Ended

Sep. 30, 2013

Property, Plant and Equipment [Abstract]

Fixed Assets

Note 3.              Fixed Assets

Fixed assets consist of the following:

	September 30,		December 31,
	2013		2012
	(unaudited)
Furniture and fixtures	$	40	$	47
Laboratory equipment		508		508
Computer and communications equipment		261		261
Design and tooling		1,204		1,204
		2,013		2,020
Less accumulated depreciation and amortization		(1,996)		(1,941)
Total	$	17	$	79

For the nine months ended September 30, 2013 and 2012, depreciation expense was $62,000 and $171,000, respectively. The Company did not allocate any of the depreciation expense of the machinery and equipment or the design and tooling into inventory since the Company has suspended manufacturing. This depreciation was included as a selling, general and administrative expense as excess idle time.

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Stockholders' Equity (Deficit) (Summary of Preferred Stock Terms) (Detail) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Class of Stock [Line Items]
Preferred stock, Liquidation value	$ 2,871
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Liquidation value	212,625
Preferred stock, conversion Price	$ 103.034
Preferred stock, conversion Rate	0.04367%
Preferred stock, voting Rights	None
Preferred stock, dividends	0.00%
Preferred stock, conversion Period	Any time
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Liquidation value	375,000
Preferred stock, conversion Price	$ 10.00
Preferred stock, conversion Rate	0.40%
Preferred stock, voting Rights	None
Preferred stock, dividends	10.00%	10.00%
Preferred stock, conversion Period	Any time
Preferred stock, cumulative and undeclared dividends in arrears	473,000
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Liquidation value	115,000
Preferred stock, conversion Price	$ 6.00
Preferred stock, conversion Rate	0.50%
Preferred stock, voting Rights	None
Preferred stock, dividends	10.00%	10.00%
Preferred stock, conversion Period	Any time
Preferred stock, cumulative and undeclared dividends in arrears	137,000
Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Liquidation value	1,750,000
Preferred stock, conversion Price	$ 10.00
Preferred stock, conversion Rate	1.00%
Preferred stock, voting Rights	None
Preferred stock, dividends	10.00%	10.00%
Preferred stock, conversion Period	Any time
Preferred stock, cumulative and undeclared dividends in arrears	2,086,000
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Liquidation value	418,488
Preferred stock, conversion Price	$ 8.00
Preferred stock, conversion Rate	2.75%
Preferred stock, voting Rights	Equal in all respects to holders of common shares
Preferred stock, dividends	10.00%	10.00%
Preferred stock, conversion Period	Any time
Preferred stock, cumulative and undeclared dividends in arrears	$ 501,000

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CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Preferred stock, par value	$ 0.001	$ 0.001	[1]
Preferred Stock, Shares Authorized	10,000,000	10,000,000	[1]
Preferred stock, shares issued	373,355	373,355	[1]
Preferred stock, shares outstanding	373,355	373,355	[1]
Preferred stock, Liquidation value	$ 2,871
Common stock, par value	$ 0.001	$ 0.001	[1]
Common stock, shares authorized	2,000,000,000	500,000,000	[1]
Common Stock, Shares, Issued	269,530,857	78,245,623	[1]
Treasury stock, shares	19,209	19,209	[1]

[1] Derived from audited information

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Fixed Assets (Tables)

9 Months Ended

Sep. 30, 2013

Property, Plant and Equipment [Abstract]

Property and equipment estimated useful lives

Fixed assets consist of the following:

	September 30,		December 31,
	2013		2012
	(unaudited)
Furniture and fixtures	$	40	$	47
Laboratory equipment		508		508
Computer and communications equipment		261		261
Design and tooling		1,204		1,204
		2,013		2,020
Less accumulated depreciation and amortization		(1,996)		(1,941)
Total	$	17	$	79

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Research and Development Expense [Member]
Settlement of trade debt		$ 15,000
Selling, General and Administrative Expenses [Member]
Reduction in accrued franchise tax	217,000
Gain On Liquidation Of Subsidiary	149,000
Settlement of trade debt	$ 374,000	$ 490,000

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CONDENSED CONSOLIDATED BALANCE SHEET (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current Assets:
Cash and cash equivalents	$ 11	$ 39	[1]
Accounts receivable	9	134	[1]
Prepaid expenses and other current assets	10	10	[1]
Total current assets	30	183	[1]
Fixed assets, net	17	79	[1]
Total assets	47	262	[1]
Current Liabilities:
Accounts payable	172	681	[1]
Accrued payroll costs	3,156	2,705	[1]
Advances payable to related parties	70	3,175	[1]
Accrued expenses	500	903	[1]
Notes payable	36	70	[1]
Total current liabilities	3,934	7,534	[1]
Stockholders' Deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 373,355 shares issued and outstanding at September 30, 2013 and December 31, 2012 (Liquidation value of all classes of preferred stock $2,871 at September 30, 2013)	1,487	1,487	[1]
Common stock, $0.001 par value; 2,000,000,000 and 500,000,000 shares authorized; 269,530,857 and 78,245,623 shares issued and, issuable at September 30, 2013 and December 31, 2012, respectively	270	78	[1]
Additional paid-in-capital	97,116	93,407	[1]
Treasury stock: 19,209 shares at September 30, 2013 and December 31, 2012	(327)	(327)	[1]
Accumulated deficit	(102,433)	(101,917)	[1]
Total stockholders’ deficit	(3,887)	(7,272)	[1]
Total liabilities and stockholders’ deficit	$ 47	$ 262	[1]

[1] Derived from audited information

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Stockholders' Equity (Deficit) (Summary of Preferred Stock Terms) (Parenthetical) (Detail) (USD $)	9 Months Ended
	Sep. 30, 2013
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, liquidation Value per share	$ 4.50
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, liquidation Value per share	$ 4.00
Preferred stock, frequency of dividend payment	10%—Quarterly—Commencing March 31, 2001
Preferred stock, dividend date of commencement	Mar. 31, 2001
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, liquidation Value per share	$ 3.00
Preferred stock, frequency of dividend payment	10%QuarterlyCommencing March 31, 2002
Preferred stock, dividend date of commencement	Mar. 31, 2002
Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, liquidation Value per share	$ 10.00
Preferred stock, frequency of dividend payment	10%—Quarterly—Commencing April 30, 2002
Preferred stock, dividend date of commencement	Apr. 30, 2002
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, liquidation Value per share	$ 22.00
Preferred stock, frequency of dividend payment	10%QuarterlyCommencing May 31, 2002
Preferred stock, dividend date of commencement	May 31, 2002

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Notes Payable and Advances-related parties (Parenthetical) (Detail) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Promissory note, interest rate	8.00%
Robert Shaw [Member]
Debt Instrument [Line Items]
Promissory note	$ 25,000	$ 25,000
Promissory note, date of issue	Sep. 20, 2001	Sep. 20, 2001
Promissory note, interest rate	9.00%	9.00%
Promissory note, due date	Dec. 20, 2001	Dec. 20, 2001
Ventana Medical Systems, Inc [Member]
Debt Instrument [Line Items]
Promissory note	62,946	62,946
Promissory note, date of issue	Nov. 30, 2003	Nov. 30, 2003
Promissory note, interest rate	8.00%	8.00%
Promissory note, due date	Dec. 31, 2003	Dec. 31, 2003
Xillix Technologies Corporation [Member]
Debt Instrument [Line Items]
Promissory note	$ 361,000	$ 361,000
Promissory note, date of issue	Jun. 26, 1998	Jun. 26, 1998
Promissory note, interest rate	6.00%	6.00%
Promissory note, due date	Dec. 27, 1999	Dec. 27, 1999

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Commitments and contingencies

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Note 7. Commitments and Contingencies

Legal Proceedings

There are no pending legal proceedings against the Company. To the Company’s knowledge, there have been no cases initiated by or against the Company, nor any cases resolved, since the date of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 was filed with the SEC.

The Company has been a party to a number of other proceedings, informal demands, or debt for services brought by former unsecured creditors to collect past due amounts for services. The Company is attempting to settle these demands and unfilled claims. The Company does not consider any of these claims to be material.

During the nine months ended September 30, 2013, the Company recorded a write off totaling $374,000 of trade debt deemed uncollectible by the holder due to the expiration of the statute of limitations and $149,000 as a result of the liquidation of its subsidiaries. These transactions were recorded as a reduction of selling, general and administration expense.

Contingencies

The Company has not filed its Illinois franchise returns for 2012, 2011, 2010 and 2009 or paid its franchise tax for those years. During the second quarter the Company filed and paid its franchise taxes for 2009 and 2010 for Delaware. The Company determined that it had over accrued for those periods by approximately $44,000, which was reversed and is shown as a reduction in selling, general & administrative expenses. The Company believes that it has made adequate provision for the liability including penalties and interest.

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Stockholders' Equity (Deficit) - Additional Information (Detail) (USD $)	9 Months Ended								9 Months Ended	3 Months Ended	9 Months Ended				9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 Consulting Compensation Expense [Member]	Sep. 30, 2013 Robert McCullough [Member]	Sep. 30, 2013 Alexander Milley and Dr. John Abeles [Member]	Sep. 30, 2013 Former Director [Member]	Sep. 30, 2013 Ocana [Member]	Sep. 30, 2013 Officers and Directors [Member]	Sep. 30, 2013 Restricted Stock [Member]	Sep. 30, 2013 Restricted Stock [Member] Qualified Investor [Member]	Sep. 30, 2013 Restricted Stock [Member] Qualified Investor [Member]	Sep. 30, 2013 Restricted Stock [Member] Scimia [Member]	Sep. 30, 2013 Restricted Stock [Member] Carbonell [Member]	Sep. 30, 2013 Restricted Stock [Member] Former Director [Member]	Sep. 30, 2013 Warrants and Stock Options [Member]	Sep. 30, 2012 Warrants and Stock Options [Member]	Sep. 30, 2013 Preferred Stock	Sep. 30, 2012 Preferred Stock
Stockholders Equity Note [Line Items]
Anti-dilutive securities not included in the computation of diluted loss per share															705,667	922,667	627,429	599,075
Common Stock, Shares, Issued										12,500,000	14,000,000
Common Stock Value										$ 250,000	$ 280,000
Share Price				$ 0.02	$ 0.02					$ 0.02	$ 0.02			$ 0.02
Stock Issued During Period, Shares, Issued for Services	2,346,148				7,500,000		1,805,528					902,764	1,805,528
Stock Issued During Period, Value, Issued for Services	200,000	0			150,000
Compensation expense			48,000
Vesting shares number			2,055,527
Selling General And Administrative Expense Recorded Value	36,000		48,000				35,000		52,500
Selling General And Administrative Expense Recorded Per Share							$ 0.02		$ 0.02
Debt Conversion, Converted Instrument, Amount	3,250,000	0		3,250,000
Debt Conversion, Converted Instrument, Shares Issued				162,500,000
Equity Method Investment Ownership Number Of Shares Held				167,690,706				198,199,145
Equity Method Investment, Ownership Percentage				62.22%				73.53%
Record Of Payment For Services Rendered						$ 50,000
Common Stock, Capital Shares Reserved for Future Issuance														2,500,000

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Notes Payable and Advances-related parties (Tables)

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Notes Payable to Unrelated Parties

Notes payable to unrelated parties consist of:

	September 30,		December 31,
	2013		2012
	(Unaudited)
Robert Shaw, $25,000 Promissory Note issued September 20, 2001; interest rate      9% per annum, due December 20, 2001.		15		15
Ventana Medical Systems, Inc. $62,946 Promissory Note issued November 30, 2003;      due December 31, 2003; interest rate 8% per annum payable      after December 31, 2003		21		21
Xillix Technologies Corporation $361,000 Promissory Note issued June 26, 1998;      Interest rate Canadian Prime plus 6% per annum, due December 27, 1999;      represents a debt of AccuMed		—		34
	$	36	$	70

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Stockholders' Equity (Deficit)

9 Months Ended

Sep. 30, 2013

Stockholders' Equity (Deficit) [Abstract]

Stockholders' Equity

Note 6.              Stockholders’ Equity (Deficit)

Common stock Split

During the nine months ended September 30, 2013, the Company’s shareholders approved a one for ten reverse split of our common stock. The reverse split did not become effective because the company did not receive approval from the regulatory authorities. Therefore, the reverse split is not reflected in these financial statements.

Loss per share

A reconciliation of the numerator and the denominator used in the calculation of loss per share is as follows:

	September 30,		September 30,
	2013		2012
	(unaudited)
Basic and Diluted:
Net loss applicable to common stockholder (in thousands)	$	(715)	$	(1,208)
Weighted average common shares outstanding		172,711,623		70,278,553
Net loss per common share	$	(0.00)	$	(0.02)

Warrants to purchase 705,667 and 922,667 common shares and preferred stock convertible into 627,429 and 599,075 common shares were not included in the computation of diluted loss per share applicable to common stockholders as they are anti-dilutive as a result of net losses for the periods ended September 30, 2013 and September 30, 2012, respectively.

Preferred Stock

A summary of the Company’s preferred stock is as follows:

	September 30,	December 31,
	2013	2012
	Shares Issued &	Shares Issued &
Offering	Outstanding	Outstanding
	(unaudited)
Series A convertible	47,250	47,250
Series B convertible, 10% cumulative dividend	93,750	93,750
Series C convertible, 10% cumulative dividend	38,333	38,333
Series D convertible, 10% cumulative dividend	175,000	175,000
Series E convertible, 10% cumulative dividend	19,022	19,022
Total Preferred Stock	373,355	373,355

 

As of September 30, 2013 and 2012, the Company had cumulative preferred undeclared and unpaid dividends. In accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 260-10-45-11, “Earnings per Share”, these dividends were added to the net loss in the net loss per share calculation.

Summary of Preferred Stock Terms

Series A Convertible Preferred Stock

Liquidation Value:	$4.50 per share, $212,625
Conversion Price:	$103.034 per share
Conversion Rate:	0.04367—Liquidation Value divided by Conversion Price ($4.50/$103.034)
Voting Rights:	None
Dividends:	None
Conversion Period:	Any time

Series B Convertible Preferred Stock

Liquidation Value:	$4.00 per share, $375,000
Conversion Price:	$10.00 per share
Conversion Rate:	0.40—Liquidation Value divided by Conversion Price ($4.00/$10.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2001
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at September 30, 2013 were $473,000

Series C Convertible Preferred Stock

Liquidation Value:	$3.00 per share, $115,000
Conversion Price:	$6.00 per share
Conversion Rate:	0.50—Liquidation Value divided by Conversion Price ($3.00/$6.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at September 30, 2013 were $137,000

Series D Convertible Preferred Stock

Liquidation Value:	$10.00 per share, $1,750,000
Conversion Price:	$10.00 per share
Conversion Rate:	1.00—Liquidation Value divided by Conversion Price ($10.00/$10.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing April 30, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at September 30, 2013 were $2,086,000

Series E Convertible Preferred Stock

Liquidation Value:	$22.00 per share, $418,488
Conversion Price:	$8.00 per share
Conversion Rate:	2.75—Liquidation Value divided by Conversion Price ($22.00/$8.00)
Voting Rights:	Equal in all respects to holders of common shares
Dividends:	10%—Quarterly—Commencing May 31, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at September 30, 2013 were $501,000

Issuance of Common Stock for Cash

During the quarter ended September 30, 2013, the Company agreed to issue 12,500,000 shares of restricted, unregistered common stock to qualified investors for $250,000, or $0.02 per share. These shares have not yet been issued.

 

For the nine months ended September 30, 2013, the Company agreed to issue an aggregate of 14,000,000 shares of restricted, unregistered common stock to qualified investors for $280,000, or $0.02 per share. These shares have not yet been issued.

Issuance of Common Stock as Payment for Services

During the nine months ended September 30, 2013, the Company issued to two of the Company’s directors, Mauro Scimia (“Scimia”) and Xavier Carbonell (“Carbonell”), 902,764 and 1,805,528 shares of restricted, unregistered common stock, respectively, for consulting services rendered, and the Company recorded a charge of $52,500, or $0.02 per share, as a selling, general and administrative expense.

The Company during the nine months ended September 30, 2013, also issued 2,346,148 shares of restricted, unregistered common stock to a consultant for services rendered, and recorded $36,000 as a selling, general and administrative expense.

During the nine months ended September 30, 2013, the Company reversed $48,000 of consulting compensation expense from a consulting agreement issued several years ago.  The consultant never completed any of the tasks required under the contract and therefore did not meet the requirements to vest any of the 2,055,527 shares granted, but never issued, under the contract.  The $48,000 was a reduction in selling, general & administrative expense.

Issuance of Common Stock as Settlement of Debt

During the nine months ended September 30, 2013, Robert McCullough, our Chief Executive Officer and Chief Financial Officer, converted $3,250,000 of debt owed to him into 162,500,000 shares of restricted, unregistered common stock at a price of $0.02 per share. As a result of this transaction, Mr. McCullough beneficially owns 167,690,706 shares of common stock which is 62.22% of our outstanding common stock.

Also during the nine months ended September 30, 2013, the Company issued to two current independent directors, Alexander Milley and Dr. John Abeles, an aggregate 7,500,000 shares of restricted, unregistered common stock, respectively, for past directors fees totaling $150,000, or $0.02 per share. In addition, the Company recorded the payment of $50,000 for services rendered to a former director in the form of 2,500,000 shares of restricted, unregistered common stock valued at $0.02 per share. These shares have not yet been issued.

The shares issued to the Company’s CEO and members of the board of directors in the debt settlements described above were issued at a price higher than the trading price of the common stock the day the Board authorized the settlement. The Company has not treated the transaction as a troubled debt restructuring nor as an extinguishment of the debt, but as essentially a recapitalization of the Company, and therefore no gain or loss has been recorded on the difference in the fair value of the stock as it traded to the amount used to settle the debt.

Issuance of Common Stock as Payment for Employee Compensation

During the nine months ended September 30, 2013, the Company issued to Augusto Ocana (“Ocana”), a director and vice president of the Company, 1,805,528 shares of restricted, unregistered common stock, for services rendered. The Company recorded a charge of $35,000, or $0.02 per share, as a selling, general and administrative expense.

Our officers and directors own an aggregate 198,199,145 shares of common stock which is  73.53% of our outstanding common stock.

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Organization

9 Months Ended

Sep. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Note 1.              Organization

CytoCore, Inc. was incorporated in Delaware in December 1998. Except where the context otherwise requires, the “Company” refers to CytoCore, Inc. and its subsidiaries and predecessors.

Currently, the Company has one product of its own for sale – its SoftPap collector. The Company is developing, and plans to sell an integrated family of cost-effective products for the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions®. CytoCore Solutions products are intended to address sample collection, specimen preparation, specimen evaluation (including detection/screening and diagnosis), treatment and patient monitoring within vertical markets related to specific cancers. Current CytoCore Solutions products are focused upon cervical cancer. The Company plans that this focus will later be expanded to include other gynecological cancers as well as bladder, lung, and breast cancers, among others. Within each of these markets the Company anticipates that the CytoCore Solutions products will be sold as individual value-added drop-in replacements for existing products and as integrated systems that improve the efficiency and effectiveness of clinical and laboratory operations.

The Company has also begun marketing and selling a companion product that is designed to detect breast cancer, which is manufactured by a third party.

During the nine months ended September 30, 2013, Robert McCullough, our Chief Executive Officer and Chief Financial Officer, converted $3,250,000 of debt owed to him into 162,500,000 shares of restricted, unregistered common stock at a price of $0.02 per share. As a result of this transaction, Mr. McCullough beneficially owns 167,690,706 shares of common stock or 62.22% of our outstanding common stock.. Our officers and directors own an aggregate 198,199,145 shares of common stock or 73.53% of our outstanding common stock.

Also, during the nine months ended September 30, 2013, the Company liquidated all of its wholly owned subsidiaries and reported a gain of $149,000 as a result. The subsidiaries were inactive and had no operations during the reporting periods.

The Company has incurred significant operating losses since its inception. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop, manufacture and market its products. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to increase sales of its products, develop new products, and raise additional capital. At September 30, 2013, the Company had $11,000 to fund its operations.

If the Company is unable to obtain adequate additional financing or generate sufficient sales revenues, it will be unable to continue its product development efforts and other activities and will be forced to curtail or cease operations. The consolidated financial statements presented herein do not include any adjustments that might result from the outcome of this uncertainty.

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Fixed Assets (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Furniture and fixtures	$ 40	$ 47
Laboratory equipment	508	508
Computer and communications equipment	261	261
Design and tooling	1,204	1,204
Property, Plant and Equipment, Gross, Total	2,013	2,020
Less accumulated depreciation and amortization	(1,996)	(1,941)
Total	$ 17	$ 79	[1]

[1] Derived from audited information

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Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2013

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses include the following:

	September 30,		December 31,
	2013		2012
	(unaudited)
Accrued interest	$	29	$	65
Accrued franchise and other taxes		301		484
Accrued compensation		20		190
Other accrued expenses		150		164
Total	$	500	$	903

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Notes Payable and Advances-related parties (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Notes payable	$ 36	$ 70	[1]
Robert Shaw [Member]
Debt Instrument [Line Items]
Notes payable	15	15
Ventana Medical Systems, Inc [Member]
Debt Instrument [Line Items]
Notes payable	21	21
Xillix Technologies Corporation [Member]
Debt Instrument [Line Items]
Notes payable	$ 0	$ 34

[1] Derived from audited information

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Fixed Assets - Additional Information (Detail) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 62,000	$ 171,000

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Document And Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 11, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Trading Symbol	CYOE
Entity Registrant Name	CytoCore Inc
Entity Central Index Key	0000075439
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		269,530,857

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Accrued Expenses (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Accrued Liabilities [Line Items]
Accrued interest	$ 29	$ 65
Accrued franchise and other taxes	301	484
Accrued compensation	20	190
Other accrued expenses	150	164
Total	$ 500	$ 903	[1]

[1] Derived from audited information