XML 29 R8.htm IDEA: XBRL DOCUMENT v2.4.0.8
Going Concern and Management's Liquidity Plans
3 Months Ended
Mar. 31, 2013
Going Concern And Managements Liquidity Plans  
Note 2 - Going Concern and Management's Liquidity Plans

Since inception, the Company has financed its operations primarily through debt and equity financings and advances from related parties. As of March 31, 2013, the Company had a working capital deficiency of $3,909,308 and an accumulated deficit of $26,509,602.  During the three months ended March 31, 2013 and year ended December 31, 2012, the Company incurred net losses of $4,078,366 and $5,574,775 and used cash in operating activities of $457,373 and $947,911, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

Subsequent to March 31, 2013, the Company (a) had a closing of its private placement offering in the amount of $125,000 which funds had been received by the Company during the three months ended March 31, 2013; (b) raised an aggregate of $149,000 in debt financings; and (c) continues to incur net losses, use cash in operating activities and experience cash and working capital constraints. See Note 11.

 

On February 13, 2013, the Company received a Notice of Redemption related to its Series C Redeemable Preferred Stock aggregating $1,000,000 (see Note 7). As a result of receiving the Notice of Redemption, the Company must now apply all of its assets to redemption of the Series C Preferred Stock and to no other corporate purpose, except to the extent prohibited by Delaware law governing distributions to stockholders (the Company is not permitted to utilize toward the redemption those assets required to pay its debts as they come due and those assets required to continue as a going concern).

 

The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, attempt to negotiate the preferred stock redemption and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.  If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operation and /or seek reorganization under the U.S. bankruptcy code.

 

Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not necessarily represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.