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Going Concern and Management's Liquidity Plans
9 Months Ended
Sep. 30, 2014
Going Concern And Managements Liquidity Plans  
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 September 30, 2014, the Company had a working capital deficiency of $4,178,865 and an accumulated deficit of $29,555,796. During the nine months ended September 30, 2014 and the year ended December 31, 2013, the Company incurred net losses of $1,200,940 and $5,489,892, respectively and used cash in operating activities of $127,101 and $1,024,781, respectively.   These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

Subsequent to September 30, 2014, the Company (a) completed the second phase of its private placement offering for an aggregate of $350,000 of gross proceeds and (b) continues to incur net losses and use cash in operating activities.  The funds from the private placement offering have improved the Company’s the current cash and working capital constraints; however, the funds are not sufficient to satisfy its current obligations.

 

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 6). 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 meet its payment obligations, including the terms of its Loan and Security Agreement (see Note 5), 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 U.S. 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.