Note 3.

Reverse merger

In January 2014, the Company and the owners of MEDITE Enterprise, Inc. entered into an agreement to merge with the former CytoCore, Inc. The merger required as a pre-requisite that among other items CytoCore settle certain outstanding payroll amounts in stock and that CytoCore complete a private placement with gross proceeds of a minimum of $2 million, which was later amended to $1.5 million. On April 3, 2014 CytoCore issued 697,234 shares of its common stock in satisfaction of approximately $1.61 million in outstanding accrued payroll. On April 4, 2014 the Company closed on a private placement in which it received gross proceeds of $1.529 million and issued 955,875 shares of its common stock. The merger closed on April 4, 2014 with the owners of MEDITE Enterprise, Inc. receiving 14,687,500 shares of the Company’s common stock plus up to an additional 312,500 shares issuable if certain conditions are met, in exchange for 100% of the issued and outstanding stock of MEDITE Enterprise, Inc.

As of the date of these financial statements, the Company has not yet determined if the additional shares should be issued. The consideration paid has been determined based the number of shares outstanding from the former CytoCore, Inc. of approximately 3,502,700 common shares at $1.60 per share (the same price per share in the concurrent private placement noted above).

Because the owners of MEDITE Enterprise, Inc. received approximately 81.1% of the then issued and outstanding stock of the Company, the merger has been treated as a reverse acquisition, in which for accounting purposes MEDITE Enterprise, Inc. acquired CytoCore, Inc. and therefore no pro forma information has been presented.

Under the purchase method of accounting, the Company assets acquired and liabilities assumed are recorded at their respective fair values as of the transaction date. In connection with the merger, the consideration paid, and the assets acquired and liabilities assumed, recorded at fair value on the date of acquisition, are summarized in the following table:

	In thousands
Net assets acquired
Cash	$	1
Other current assets		12
Property and equipment		81
Trade name /trademark		1,240
In-Process research and development		4,620
Goodwill		2,453
	$	8,407

Liabilities assumed
Accounts payable & accrued expenses	$	3,220
Related party advances		102
Loans payable		21
	$	3,343

Net identifiable assets/consideration paid	$	5,064

We are treating the fair value assigned to trade names/trademarks as indefinite lived intangibles. The in process research and development covers four separate areas (a) breast pap device and related consumables (b) new biomarkers (c) a new stain and (d) the softkit. Until such time as we either complete development or abandon such development, the in-process research and development costs are treated as indefinite lived intangible assets. If we are successful in these development projects, we expect the in-process research and development will be amortized over an approximate 15 year life.