Centrex strong buy 0,05 noch! Bio!12%
31.03.04 12:12
#501
soros
Centrex weiterhin spannend !
Authorized Outstanding
Date Shares Source Date Shares Source
04/16/2003 250,000,000 10KSB 10/31/2003 94,556,794 MGFS
Centrex Zeitplan für 2004 ist sehr interessant. Viel phantasie ebenfalls vorhanden, da Trendaktie. (Bio) Aktienpaket von 95 Mio nicht zu groß und somit viel luft nach oben. Den perfekten einstieg schafft man sehr selten, deswegen kann ich nur sagen halten und ab und zu nachkaufen, um einen besseren durchschnitt zu bekommen. Sicherlich kann es weiter runter gehen und man könnte schnell in die Verlustzone kommen, aber bei einen Pennystock wohl nichts besonderes. Geduld ist das wichtigste! Wie oft habe ich in der Vergangenheit schon verkauft und bis zu 1 Jahr später, war der Turnaround da. Hin und her macht die Taschen leer.
gruß
soros
Date Shares Source Date Shares Source
04/16/2003 250,000,000 10KSB 10/31/2003 94,556,794 MGFS
Centrex Zeitplan für 2004 ist sehr interessant. Viel phantasie ebenfalls vorhanden, da Trendaktie. (Bio) Aktienpaket von 95 Mio nicht zu groß und somit viel luft nach oben. Den perfekten einstieg schafft man sehr selten, deswegen kann ich nur sagen halten und ab und zu nachkaufen, um einen besseren durchschnitt zu bekommen. Sicherlich kann es weiter runter gehen und man könnte schnell in die Verlustzone kommen, aber bei einen Pennystock wohl nichts besonderes. Geduld ist das wichtigste! Wie oft habe ich in der Vergangenheit schon verkauft und bis zu 1 Jahr später, war der Turnaround da. Hin und her macht die Taschen leer.
gruß
soros
31.03.04 20:17
#502
peter2004
News von Centrex
Form 10KSB for CENTREX INC
--------------------------------------------------
30-Mar-2004
Annual Report
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion of our cash requirements and liquidity and resources contains forward-looking statements that are based upon current expectations. These forward-looking statements fall within
the meaning of the federal securities laws that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "expect," "plan," "anticipate," "believe," "estimate," "intend," "potential" or "continue" or the negative of these terms or other comparable terminology. Forward-looking statements involve risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in our forward-looking statements as a result of many factors; including, our ability to obtain financing when needed. A discussion of these risks and uncertainties can be found under the heading "RISK FACTORS" and elsewhere in this report. We cannot guarantee future results, levels of activity, performance or achievements. We assume no obligation to update any of the forward-looking statements after the date of this report or to conform these forward-looking statements to actual results.
Cash Requirements
As of the date of this report, Centrex had approximately $5,000 in cash. Our present financial commitments through the end of 2004 include $248,996 to the University of California pursuant to the revised development agreement, approximately $1,100,000 to complete the Initial Prototype phase of development for our planned product, an estimated $200,000 pursuant to Dr. Coughlin's employment agreement, and an estimated $250,000 for legal and administrative expenses. We presently do not have the funds to pay these obligations, therefore, we must complete additional financing initiatives during 2004 to generate the funds necessary to continue our operations. If we are successful in raising the required capital, we may use it more rapidly than anticipated. We may seek to raise the funds through equity or debt financings, collaborative arrangements with corporate partners or other sources, which may be dilutive to existing stockholders or otherwise have a material effect on our current or future business prospects. In addition, in the event that additional funds are obtained through arrangements with collaborative partners or other sources, we may have to relinquish economic and/or proprietary rights to our technology. If funding is not available when we need it or at all, we may be required to significantly reduce, refocus or cease our development efforts. See "RISKS
FACTORS."
Product Development and Research Plan for the Next Twelve Months
During the next twelve months, if sufficient funds are available, Micronics is expected to complete development of the preliminary integrated microfluidics card to be used in our planned product. During the next twelve months, if sufficient funds are available, Stratos is expected to complete the Initial Prototype phase, and to commence and complete the Alpha and Beta prototype phases. Our product development efforts, however, may not be successful. Potential products that appear to be promising at early stages of development may not reach the market for a number of reasons. Such reasons include the possibilities that the potential product may be ineffective, or unsafe, or difficult or uneconomical to manufacture on a large scale, fail to achieve market acceptance or are precluded from commercialization by proprietary rights of third parties. Although we could have a product ready for sale as early as July of 2005, we cannot predict with any degree of certainty when, or if, the funding, research, development, or testing, will be completed. See "RISK
FACTORS-RISKS RELATED TO OUR TECHNOLOGY."
Expected Purchased or Sale of Plant and Significant Equipment.
None.
Expected Significant Changes in Number of Employees.
None.
Off Balance Sheet Arrangements
None.
Critical Accounting Policies
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because estimates and assumptions require significant judgment, future actual results could differ from those estimates and could have a significant impact on the Company's results of operations, financial position and cash flows. The Company re-evaluates its estimates and assumptions at least on a quarterly basis. The following policy may involve a higher degree of estimation and assumption:
Stock-based Compensation The Company accounts for stock-based compensation arrangements for employees in accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and complies with the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" and SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure (an amendment of FASB Statement No. 123)." Under APB No. 25, compensation expense is based on the difference, if any, on the date of grant, between the fair value of the Company's stock and the exercise price. The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS No. 123 and the related Emerging Issues Task Force ("EITF") Consensuses.
Was sagt ihr dazu?
peter
--------------------------------------------------
30-Mar-2004
Annual Report
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion of our cash requirements and liquidity and resources contains forward-looking statements that are based upon current expectations. These forward-looking statements fall within
the meaning of the federal securities laws that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "expect," "plan," "anticipate," "believe," "estimate," "intend," "potential" or "continue" or the negative of these terms or other comparable terminology. Forward-looking statements involve risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in our forward-looking statements as a result of many factors; including, our ability to obtain financing when needed. A discussion of these risks and uncertainties can be found under the heading "RISK FACTORS" and elsewhere in this report. We cannot guarantee future results, levels of activity, performance or achievements. We assume no obligation to update any of the forward-looking statements after the date of this report or to conform these forward-looking statements to actual results.
Cash Requirements
As of the date of this report, Centrex had approximately $5,000 in cash. Our present financial commitments through the end of 2004 include $248,996 to the University of California pursuant to the revised development agreement, approximately $1,100,000 to complete the Initial Prototype phase of development for our planned product, an estimated $200,000 pursuant to Dr. Coughlin's employment agreement, and an estimated $250,000 for legal and administrative expenses. We presently do not have the funds to pay these obligations, therefore, we must complete additional financing initiatives during 2004 to generate the funds necessary to continue our operations. If we are successful in raising the required capital, we may use it more rapidly than anticipated. We may seek to raise the funds through equity or debt financings, collaborative arrangements with corporate partners or other sources, which may be dilutive to existing stockholders or otherwise have a material effect on our current or future business prospects. In addition, in the event that additional funds are obtained through arrangements with collaborative partners or other sources, we may have to relinquish economic and/or proprietary rights to our technology. If funding is not available when we need it or at all, we may be required to significantly reduce, refocus or cease our development efforts. See "RISKS
FACTORS."
Product Development and Research Plan for the Next Twelve Months
During the next twelve months, if sufficient funds are available, Micronics is expected to complete development of the preliminary integrated microfluidics card to be used in our planned product. During the next twelve months, if sufficient funds are available, Stratos is expected to complete the Initial Prototype phase, and to commence and complete the Alpha and Beta prototype phases. Our product development efforts, however, may not be successful. Potential products that appear to be promising at early stages of development may not reach the market for a number of reasons. Such reasons include the possibilities that the potential product may be ineffective, or unsafe, or difficult or uneconomical to manufacture on a large scale, fail to achieve market acceptance or are precluded from commercialization by proprietary rights of third parties. Although we could have a product ready for sale as early as July of 2005, we cannot predict with any degree of certainty when, or if, the funding, research, development, or testing, will be completed. See "RISK
FACTORS-RISKS RELATED TO OUR TECHNOLOGY."
Expected Purchased or Sale of Plant and Significant Equipment.
None.
Expected Significant Changes in Number of Employees.
None.
Off Balance Sheet Arrangements
None.
Critical Accounting Policies
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because estimates and assumptions require significant judgment, future actual results could differ from those estimates and could have a significant impact on the Company's results of operations, financial position and cash flows. The Company re-evaluates its estimates and assumptions at least on a quarterly basis. The following policy may involve a higher degree of estimation and assumption:
Stock-based Compensation The Company accounts for stock-based compensation arrangements for employees in accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and complies with the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" and SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure (an amendment of FASB Statement No. 123)." Under APB No. 25, compensation expense is based on the difference, if any, on the date of grant, between the fair value of the Company's stock and the exercise price. The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS No. 123 and the related Emerging Issues Task Force ("EITF") Consensuses.
Was sagt ihr dazu?
peter
01.04.04 00:38
#503
geldschneider
Der Wert sackt weiter ab! minus 4,92 % heute
Ist nur gedacht für Leute die Lotto spielen wollen!
&a=541434&b=0&banner_ref=HASH(0x934cd10)&zeitraum=4&ind_volume=ON&zoom.x=0&zeitbis=&bis=1080772588.0795&bname=&cookies=HASH(0x9b00394)&req_host=ARRAY(0xa1de9d4)&zeitvon=0&von=0)
Ich habe die Kurve rechtzeitig gekratzt und das Geld besser investiert!
so long oder besser short!
geldschneider
Ich habe die Kurve rechtzeitig gekratzt und das Geld besser investiert!
so long oder besser short!
geldschneider
06.04.04 01:03
#504
dkuki
positive anzeichen aus den usa
könnten den kurs von centrex in den nächsten wochen wieder in die höhe treiben, auch wenn man etwas vorsichtig sein sollte
08.04.04 17:37
#505
Krabs
Hab hier lange nichts von mir...
... hören lassen. Da Geldschneider gefragt hat, teile, ich hiermit mit, dass ich immer noch zum Club der Centrex-Aktionäre gehöre. Ich lese aber nur alle 2-3 Wochen rein. Diese Aktie halte ich 1-2 jahre und dann werden wir sehen...
08.04.04 17:56
#506
dkuki
wer kann mir mal erklären
warum der sch........kurs von centrex so runtergefallen ist
23.04.04 17:23
#508
Meiko
Tja, ist diese Woche unter die 0,05
gerutscht, und da werden so einige Stop-Loss geklickt haben, dazu werden noch viele nervös geworden sein und dann fällt der Kurs...
23.04.04 17:38
#510
Mr.Duck
meiko und geldschneider wie seht ihr beide
Obducat?
Da wird die naechste Zeit was kommen!!!
mfg:)
Da wird die naechste Zeit was kommen!!!
mfg:)
23.04.04 17:42
#511
Meiko
Obducat ist schon sehr gut gelaufen, der Nanoboom
ist definitiv vorbei, sehe kurzfristig keinen Grund dass die krass steigen wird!
23.04.04 18:02
#512
Mr.Duck
Da bin ich anderer Meinung!
Nanoboom wird die naechste Zeit und auch die naechsten Jahre immer haeufiger auftreten!
Bei 30 cent ist sie aber fair bewertet!Seit Beginn ist sie jetzt nicht uebertrieben gelaufen! Bis jetzt keine 100 im plus!
mfg:)
Bei 30 cent ist sie aber fair bewertet!Seit Beginn ist sie jetzt nicht uebertrieben gelaufen! Bis jetzt keine 100 im plus!
mfg:)
27.04.04 23:19
#513
bilal61191
news
TULSA, Okla., Apr 27, 2004 (BUSINESS WIRE) -- Centrex, Inc. (OTCBB:CNEX) disputes the stock ownership reports and amendments filed by Jack Luchese on April 21, 2004. The conversion of the preferred stock into common stock referenced in the reports and amendments was subject to conditions which were not satisfied. Centrex believes that Luchese breached the terms of certain agreements thus voiding the conversion rights regarding the preferred stock. Centrex has not issued and does not intend to issue the 25,039,746 shares of its common stock as referenced in the Luchese ownership reports as amended.
For more information call Ron Wheet at (843) 971-4848 or visit the Centrex website at www.centrexcorporation.com.
This press release contains some forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements in this document should be evaluated together with the many uncertainties that affect our business. Those uncertainties are discussed in the Company`s SEC filings.
TULSA, Okla., Apr 27, 2004 (BUSINESS WIRE) -- Centrex, Inc. (OTCBB:CNEX) disputes the stock ownership reports and amendments filed by Jack Luchese on April 21, 2004. The conversion of the preferred stock into common stock referenced in the reports and amendments was subject to conditions which were not satisfied. Centrex believes that Luchese breached the terms of certain agreements thus voiding the conversion rights regarding the preferred stock. Centrex has not issued and does not intend to issue the 25,039,746 shares of its common stock as referenced in the Luchese ownership reports as amended.
For more information call Ron Wheet at (843) 971-4848 or visit the Centrex website at www.centrexcorporation.com.
This press release contains some forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements in this document should be evaluated together with the many uncertainties that affect our business. Those uncertainties are discussed in the Company`s SEC filings.
17.05.04 22:32
#516
Krabs
Kaum schau ich mal einige Wochen nicht hin...
... stürzt die Kiste in den Keller. Gibt es was Neues, hab ich was verpasst? Hält noch jemand von Euch die Dinger?
17.05.04 23:56
#517
aida73
@meiko,stimmt nicht,dann guck dir mal die
BIOPHAN TECHNOLOGIE an!Hier geht es erst los.
18.05.04 07:49
#519
teak_ich_o
News! Quarterly Report
Form 10QSB for CENTREX INC
--------------------------------------------------
17-May-2004
Quarterly Report
Item 2. Plan of Operation
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The following discussion should be read in conjunction with ourfinancial statements and the notes thereto included elsewhere in this Form10-QSB. This Form 10-QSB contains forward-looking statements regarding the plansand objectives of management for future operations. This information may involveknown and unknown risks, uncertainties and other factors which may cause ouractual results, performance or achievements to be materially different fromfuture results, performance or achievements expressed or implied by anyforward-looking statements. Forward-looking statements, which involveassumptions and describe our future plans, strategies and expectations, aregenerally identifiable by use of the words "may," "will," "should," "expect,""anticipate," "estimate," "believe," "intend" or "project" or the negative ofthese words or other variations on these words or comparable terminology. Theseforward-looking statements are based on assumptions that may be incorrect, andwe cannot assure you that these projections included in these forward-lookingstatements will come to pass. Our actual results could differ materially fromthose expressed or implied by the forward-looking statements as a result ofvarious factors.
Business of the Company Centrex is a development-stage company incorporated on October 6, 1998in Oklahoma. The Company has not been involved in bankruptcy, receivership orany similar proceeding. The Company owns an exclusive worldwide license toSingle Molecule Detection, a technology that was invented at Los Alamos NationalLaboratory ("Los Alamos" or "LANL"). The technology is owned by the Universityof California (the "University"), which conducts research at LANL. Thetechnology is designed to rapidly detect bacteria or viruses by matching the DNAof the organism. We entered into a development agreement with the University andLANL to build a prototype system that enables rapid detection of harmfulpathogens, including potential biothreat agents.
We plan to develop, manufacture and market a fully-integrated systemthat enables rapid detection of harmful pathogens using the Single MoleculeDetection technology. Our planned product is designed to be an easy-to-usesystem to analyze complex biological samples in disposable cartridges, and torapidly and automatically perform the steps necessary for sophisticatedmolecular biological procedures. We are focusing our efforts on thoseapplications where rapid DNA testing is particularly important, such asbiothreat detection, food processing, and water supply markets. If the singlemolecule detection technology is commercialized, we believe that potentialcustomers for our proposed device include commercial air carriers, the UnitedStates Postal Service, Federal office buildings, commercial office buildings,military, state and local government buildings, sports arenas, and shippingterminals, food processors and water treatment systems.
As a development-stage company, we presently do not have any productsfor sale. If we are successful in building a prototype system, it may take usseveral more years before we have a commercially viable product. We may not besuccessful in developing any products based on the Single Molecule Detectiontechnology. Our business is subject to numerous risks and uncertainties that aremore fully described in "RISK FACTORS".
(i) Cash Requirements
As of March 31, 2004, management estimated that the Company's cashresources were not enough to meet the Company's estimated funding requirementsfor the remainder of the year. The Company must complete additional financinginitiatives in 2004 to generate the liquidity necessary to continue itsoperations. The Company presently has a "best efforts" investment bankingagreement with H.D. Brous & Company, however, no funds have been raised to datepursuant to that agreement. Due to the current economic conditions, the Companymay not be able to secure additional financing on terms it deems acceptable. Ifthe Company obtains additional funds by selling any of its equity securities,the percentage ownership of our stockholders will be reduced, stockholders mayexperience substantial dilution, or the equity securities may have rights,preferences or privileges senior to the common stock. If adequate funds are notavailable to the Company on satisfactory terms, the Company's may be required tolimit or cease its research and development activities or other operations, orotherwise modify its business strategy. Because of these uncertainties, in theirlast annual audit, the auditors expressed substantial doubt about the Company'sability to continue as a going concern.
(ii) Product Development and Research Plan for the Next Twelve Months
During the next twelve months, as development continues under theagreement with LANL, the Company plans to contract with a private engineeringfirm to develop a commercial version of our planned product. Development of acommercial version of our planned product is dependent on the Company raisingsufficient funds. At this time we do not know how much it will cost the Companyto have a commercial version developed, how long it will, or if we will besuccessful in developing a commercial version of our planned product.
(iii) Expected Purchase or Sale of Plant and Significant Equipment
None.
(iv) Expected Significant changes in number of employees
The Company and Mr. Jack Luchese have entered into an amendedemployment agreement effective March 24, 2003, whereby Mr. Luchese has agreed tobecome Chief Executive Officer of the Company on or before January 1, 2004,subject to certain funding conditions. However, the arrangements are beingplaced on hold pending renegotiation of the agreement. During the renegotiationprocess, Mr. Luchese is not serving the Company on a formal basis.
RISK FACTORS
You should carefully consider the risks described below, together with all ofthe other information included in this report, in considering our business andprospects. The risks and uncertainties described below are not the only onesfacing Centrex. Additional risks and uncertainties not presently known to us orthat we currently deem immaterial also may impair our business operations. Theoccurrence of any of the following risks could harm our business, financialcondition or results of operations.
BECAUSE WE HAVE NO PRODUCTS FOR SALE, WE DO NOT GENERATE REVENUE AND DO NOT HAVE
OTHER RESOURCES TO FUND OPERATIONS; THESE CONDITIONS RAISE SUBSTANTIAL DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN
Because our planned product is in the development stage, we have norevenue, earnings or cash flow to be self-sustaining. We do not anticipatehaving a product for sale until such time as our planned product iscommercialized, which could take several years. Our independent accountants havestated in their opinion to the audited financial statements for the period endedDecember 31, 2002 that "the Company is a development stage company withinsufficient revenues to fund development and operating expenses. The Companyalso has insufficient cash to fund obligations as they become due. Theseconditions raise substantial doubt about its ability to continue as a goingconcern." Our failure to obtain the funding necessary to commercialize ourplanned product will have a material adverse effect on our business, financialcondition, and on the price of our common stock.
WE REQUIRE SUBSTANTIAL ADDITIONAL CAPITAL TO COMMERCIALIZE OUR TECHNOLOGY. WE
MAY HAVE DIFFICULTY RAISING CAPITAL WHEN WE NEED IT, OR AT ALL. RAISING SUCH
CAPITAL MAY DILUTE STOCKHOLDER VALUE
We do not anticipate having a product for sale until our plannedproduct is commercialized, which could take several more years. We must completeadditional financing initiatives during 2004 to generate the funds necessary tocontinue our operations. Our present financial commitments through the end of2004 include $248,996 to the University of California pursuant to the reviseddevelopment agreement, approximately $1,100,000 to complete the InitialPrototype phase of development for our planned product , an estimated $200,000pursuant to Dr. Coughlin's employment agreement, and an estimated $250,000 forlegal and administrative expenses. We presently do not have the funds to fulfillthese obligations, and we will have to raise additional capital during 2004 tofund these obligations. Any significant delay in funding the development of ourplanned product could harm our future prospects. We estimate that during 2005,approximately $10,000,000 will be required to advance product developmentthrough the Final Product phase. Due to current economic conditions, we may notbe able to secure additional financing at all, or on terms it deems acceptable.If we obtain additional funds by selling any of our equity securities, thepercentage ownership of our stockholders will be reduced, stockholders mayexperience substantial dilution, or the equity securities may have rights,preferences or privileges senior to the common stock. If adequate
funds are not available to us on satisfactory terms, we may be required to limitor cease our activities, or otherwise modify our business strategy, which couldmaterially harm our future business prospects.
IF WE DO NOT OBTAIN THE NECESSARY FUNDS TO PAY THE MONTHLY OBLIGATION PURSUANT
TO THE REVISED DEVELOPMENT AGREEMENT, LOS ALAMOS MAY HAVE THE RIGHT TO TERMINATE
THE LICENSE. THIS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FUTURE PROSPECTS.
We presently do not have the funds necessary to pay the $248,996presently due pursuant to the revised development agreement with the University.If we are not successful in raising the capital necessary to fund the remainingmonthly obligation, then Los Alamos may have the right to terminate the license,which could have a material adverse effect on our future prospects.
RISKS RELATED TO OUR TECHNOLOGY
THERE IS NO GUARANTEE THAT THE SINGLE MOLECULE DETECTION TECHNOLOGY WILL WORK OR
BE COMMERCIALLY VIABLE.
Our planned product requires further research, development, testing,demonstration of commercial scale manufacturing, and possibly regulatoryapproval before we can determine its commercial viability. Potential productsthat appear to be promising at early stages of development may not reach themarket for a number of reasons. Such reasons include the possibilities that thepotential product may be ineffective, or unsafe, or difficult or uneconomical tomanufacture on a large scale, fail to achieve market acceptance or are precludedfrom commercialization by proprietary rights of third parties. We cannot predictwith any degree of certainty when, or if, the research, development, testing,and/or regulatory approval process (if required) will be completed. Our productdevelopment efforts may be unsuccessful. The failure of our research anddevelopment activities to result in a commercially viable product wouldmaterially adversely affect our future prospects.
IF A U.S. PATENT FOR THE SINGLE MOLECULE DETECTION TECHNOLOGY IS NOT ISSUED,
COMPETITORS WILL BE ABLE TO COPY AND SELL PRODUCTS SIMILAR TO OURS WITHOUT
PAYING A ROYALTY. THIS COULD HAVE A MATERIALLY NEGATIVE EFFECT ON OUR ABILITY TO
COMPETE.
The single molecule detection method is owned by the University ofCalifornia. On December 3, 1999 they filed a U.S. patent application coveringthe technology. The U.S. Patent & Trademark Office ("USPTO") initially rejectedthe claims in the patent application and the University filed an appeal.Although we have recently learned that LANL officials were contacted by USPTOvia telephone that the patent claims will be allowed and that LANL is nowawaiting written confirmation and a publication date from the USPTO, there is noassurance that a patent will be issued. The University of California has alsofiled patent applications in Canada, Europe, and Japan. No patents have beenissued and there is no assurance that any will be issued. If a U.S. patent isnot issued, then we have no protection for the technology for our primarygeographic market. If our planned product is commercialized, the lack of U.S. orforeign patent protection could allow competitors to copy and sell productssimilar to ours without paying a royalty. This could negatively affect ourability to compete.
THE SINGLE MOLECULE DETECTION METHOD IS LICENSED TO US BY A THIRD PARTY. IF WE
ARE UNABLE TO CONTINUE TO LICENSE THIS TECHNOLOGY, OUR FUTURE PROSPECTS COULD BE
HARMED.
We license the single molecule detection method from the University ofCalifornia. To maintain our license with them, we must pay them $5,000 each yearthe license is in effect and pay 3.5% royalties on product sales and 50% ofpayments received from sublicensees. Our failure to fulfill any term of thelicense agreement may be grounds for the University to terminate the license.The technology we license from them would be difficult to replace. The loss ofthe technology license would result in delays in the availability of our plannedproducts until equivalent technology, if available, is identified, licensed andintegrated. This could harm our future prospects.
BECAUSE WE RELY ON THIRD PARTIES FOR RESEARCH AND DEVELOPMENT ACTIVITIES
NECESSARY TO COMMERCIALIZE OUR PRODUCT, WE HAVE LESS DIRECT CONTROL OVER THOSE
ACTIVITIES. THIS COULD HAVE A MATERIALLY ADVERSE EFFECT ON OUR FUTURE PROSPECTS.
We do not maintain our own laboratory and we do not employ our ownresearchers. We have contracted with third parties in the past to conductresearch and development activities and we expect to continue to do so in thefuture. Because we rely on third parties for our research and developmentactivities, we have less direct control over those activities and can not assureyou that the research will be done properly or in a timely manner, or that theresults will be reproducible. Our inability to conduct research and developmentmay delay or impair our ability to commercialize the technology. The cost andtime to establish or locate an alternative research and development facility todevelop our technology could have a materially adverse effect on our futureprospects.
IF WE ARE UNABLE TO ADEQUATELY PROTECT OR ENFORCE OUR RIGHTS TO INTELLECTUAL
PROPERTY, WE MAY LOSE VALUABLE RIGHTS, EXPERIENCE REDUCED MARKET SHARE, IF ANY,
OR INCUR COSTLY LITIGATION TO PROTECT SUCH RIGHTS.
We generally require our employees, consultants, advisors andcollaborators to execute appropriate confidentiality agreements with us. Theseagreements typically provide that all materials and confidential informationdeveloped or made known to the individual during the course of the individual'srelationship with us is to be kept confidential and not disclosed to thirdparties except in specific circumstances. These agreements may be breached, andin some instances, we may not have an appropriate remedy available for breach ofthe agreements. Furthermore, our competitors may independently developsubstantial equivalent proprietary information and techniques, reverse engineerour information and techniques, or otherwise gain access to our proprietarytechnology. In addition, the laws of some foreign countries may not protect ourproprietary rights to the same extent as U.S. law. We may be unable tomeaningfully protect our rights in trade secrets, technical know-how and othernon-patented technology.
We may have to resort to litigation to protect our rights for certainintellectual property, or to determine their scope, validity or enforceability.Enforcing or defending our rights is expensive in terms of dollars andmanagement time and such efforts may not prove successful. There is always arisk that patents, if issued, may be subsequently invalidated, either in wholeor in part, and this could diminish or extinguish protection for the technologywe license. Any failure to enforce or protect our rights could cause us to losethe ability to exclude others from using our technology to develop or sellcompeting products.
IF OUR PLANNED PRODUCT IS TO BE COMMERCIALLY VIABLE, WE MAY HAVE TO OBTAIN
LICENSES FROM OTHERS IN ORDER TO USE CERTAIN TECHNOLOGY. THESE LICENSES MAY NOT
BE AVAILABLE TO US ON REASONABLE TERMS, IF AT ALL. OUR BUSINESS MAY BE ADVERSELY
AFFECTED IF WE ARE UNABLE TO OBTAIN THE NECESSARY LICENSES.
In order to make our planned product commercially viable, we may haveto incorporate certain microfluidics and/or other technologies which are ownedby others. We may have to obtain a license from the holder(s) of theintellectual property right(s), which license(s) may be costly or may not beavailable to us on reasonable terms, if at all. We do not know at this time howmany licenses, if any, we may have to obtain. If we are unable to obtain rightsto use certain technologies which may be necessary to make our planned productcommercially viable, our business may be adversely affected.
WE MAY BE SUED BY THIRD PARTIES WHO CLAIM THAT OUR PRODUCT INFRINGES ON THEIR
INTELLECTUAL PROPERTY RIGHTS. DEFENDING AN INFRINGEMENT LAWSUIT IS COSTLY AND WE
MAY NOT HAVE ADEQUATE RESOURCES TO DEFEND. ANY SETTLEMENT OR JUDGMENT AGAINST US
COULD HARM OUR FUTURE PROSPECTS.
We may be exposed to future litigation by third parties based on claimsthat our technology, product or activity infringes on the intellectual propertyrights of others or that we have misappropriated the trade secrets of others.This risk is compounded by the fact that the validity and breadth of claimscovered in technology patents in general and the breadth and scope of tradesecret protection involves complex legal and factual questions for whichimportant legal principles are unresolved. Any litigation or claims against us,whether or not valid, could result in substantial costs, could place asignificant strain on our financial and managerial resources, and could harm ourreputation. Our license agreement with the University of California requiresthat we pay the costs associated with initiating an infringement claim anddefending counterclaims by the infringer. In addition, intellectual propertylitigation or claims could force us to do one or more of the following:
- cease selling, incorporating or using any of our technology and/or products that incorporate the challenged intellectual property, which could adversely affect our revenue;- obtain a license from the holder of the infringed intellectual property right, which license may be costly or may not be available on reasonable terms, if at all; or- redesign our products, which would be costly and time consuming.
THE U.S. GOVERNMENT RETAINS CERTAIN RIGHTS TO THE DETECTION TECHNOLOGY, WHICH IF
EXERCISED, COULD LIMIT OUR ABILITY TO COMPETE
Technologies developed with funds provided by the United States government have restrictions regarding where they may be sold and have limits onexclusivity. The technology may only be allowed to be sold or manufactured within the United States. In addition, under Section 23 of the United States Code, the U.S. government has the right to use technologies that it has funded regardless of whether the technology has been licensed to a third party.
The U.S. Government has a nonexclusive, nontransferable, irrevocable,paid-up license to practice or to have practiced through the world, for or onbehalf of the U.S. Government, inventions covered by the University's patentrights, and has certain other rights under 35 U.S.C. 200-212. The U.S.Department of Energy has the right to require us to grant a nonexclusive,partially exclusive or exclusive license under the patent rights in any field ofuse to a responsible applicant or applicants. Such regulations may limit thevalue of the technology to us and may reduce our ability to compete.
RISKS RELATED TO OUR BUSINESS
WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES
We have had annual losses since our inception in October 1998. Weexpect to continue to incur losses until we have a product to sell, which couldtake several years. There is no assurance that we will ever be able to develop acommercially viable product, to generate revenue, or to achieve or maintainprofitable operations.
OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR STOCK MORE DIFFICULT
You can only evaluate our business based on a limited operatinghistory. Since inception, we have engaged primarily in research and development,technology licensing, seeking grants, and raising capital. This limited historymay not be adequate to enable you to fully assess our ability to developproposed products, to achieve market acceptance of our proposed products or torespond to competition.
WE HAVE NO EXPERIENCE IN PRODUCT MANUFACTURING. WE MAY NOT BE ABLE TO
MANUFACTURE OUR PLANNED PRODUCT IN SUFFICIENT QUANTITIES AT AN ACCEPTABLE COST,
OR AT ALL, WHICH COULD HARM OUR FUTURE PROSPECTS.
We remain in the research and development phase of productcommercialization. Accordingly, if our planned product becomes available forcommercial sale, we will need to establish the capability to manufacture it. Wehave no experience in establishing, supervising or conducting commercialmanufacturing. We plan to rely on third party contractors to manufacture ourplanned product, although we have not made such arrangements yet. Relying onthird parties may expose us to the risk of not being able to directly overseethe manufacturing process, which may adversely affect the production and qualityof our planned product. Furthermore, these third-party contractors, whetherforeign or domestic, may experience regulatory compliance difficulty, mechanicalshutdowns, employee strikes, or other unforeseeable acts that may delay orprevent production. We may not be able to manufacture our planned product insufficient quantities at an acceptable cost, or at all, which could materiallyadversely affect our future prospects.
WE HAVE NO EXPERIENCE IN PRODUCT MARKETING, SALES OR DISTRIBUTION. WE MAY NOT BE
ABLE TO MARKET AND DISTRIBUTE OUR PLANNED PRODUCT, WHICH COULD HARM OUR FUTURE
PROSPECTS.
We have no experience in marketing or distributing our planned product.We have not yet established marketing, sales or distribution capabilities forour planned product. Until such time as our product is further along in itsdevelopment, we do not plan to devote any meaningful time or resources toestablishing such capabilities. If we determine that our planned product iscommercially viable, we intend to enter into agreements with third parties tomarket, sell and distribute our product. However, we may be unable to establishor maintain third-party relationships on a commercially reasonable basis, if atall. In addition, these third parties may have similar or more establishedrelationships with our competitors.
If we do not enter into relationships with third parties to market,sell and distribute our planned product, we will need to develop our own suchcapabilities. We have no experience in developing, training or managing a salesforce. If we choose to establish a direct sales force, we will incur substantialadditional expenses in developing, training and managing such an organization.We may not be able to build a sales force on a cost effective basis or at all.Any such direct marketing and sales efforts may prove to be unsuccessful. Inaddition, we will compete with many other companies that currently haveextensive and well-funded marketing and sales operations. Our marketing andsales efforts may be unable to compete against these other companies. We may beunable to establish a sufficient sales and marketing organization on a timelybasis, if at all.
We may be unable to engage qualified distributors. Even if engaged,they may fail to satisfy financial or contractual obligations to us. They mayfail to adequately market our products. They may cease operations with little orno notice to us or they may offer, design, manufacture or promote competingproducts.
IF WE ARE UNABLE TO RETAIN THE SERVICES OF DR. COUGHLIN, OUR CHIEF EXECUTIVE
OFFICER, OUR FUTURE PROSPECTS COULD BE ADVERSELY AFFECTED.
We have an employment agreement with Dr. Thomas Coughlin, whichautomatically renews for successive two-year periods after May 1, 2004, whereinDr. Coughlin is to receive an annual salary of $200,000, payable in 24semi-monthly installments, plus benefits. We presently do not have the funds topay Dr. Coughlin through the end of 2003 and there is no assurance that he willcontinue to serve Centrex without being paid. If Dr. Coughlin resigns or isterminated, then he may be entitled to a separation payment of up to two-year'ssalary plus benefits and bonuses. We are seeking the capital necessary to fundthe employment agreement through the end of 2004; however, we may not besuccessful in raising the capital on acceptable terms, if at all. We aredependent upon the services of Dr. Coughlin and the loss of his servicestogether with our inability to find a qualified replacement could have amaterial adverse effect on our future prospects.
WE ARE INVOLVED IN A DISPUTE WITH A FORMER CONSULTANT CONCERNING AGREEMENTS
ENTERED INTO IN EARLY 2003. IF WE CANNOT RESOLVE THIS DISPUTE, WE MAY BECOME
INVOLVED IN LITIGATION. A SETTLEMENT OR LITIGATION COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.
On March 24, 2003 we entered into an amended agreement with JackLuchese to become our new Chief Executive Officer on a full-time basis if wewere successful in raising at least $2,000,000 (net of fees and expenses) on orbefore January 1, 2004. In the interim, he agreed to be a consultant to us.However, the arrangements were placed on hold pending renegotiation of theagreement. During the renegotiation process Luchese was not serving us on aformal basis. For most of 2003 we and Luchese have been attempting to negotiatea separation agreement. In connection with his amended agreement, Luchese alsopurchased 100,000 shares of preferred stock of Centrex, Inc. which wereconvertible into shares of common stock ranging from 7.5% of our outstandingcommon shares to 15% of our outstanding common shares at the time of conversion,subject to certain conditions, which were not fulfilled. In January of 2004,Luchese filed a Form 3 declaring his ownership of 20,358,625 shares of ourcommon stock pursuant to his conversion of the preferred shares. We have notissued the 20,358,625 shares of common stock to Luchese. We believe that hebreached the terms of his agreements, thus the conversion rights regarding thepreferred shares are void. The outcome of our dispute with Luchese is uncertainand we do not know if the differences between the parties will result inlitigation. If a court compels us to issue him the 20,358,625 shares, hisownership may allow him to exercise substantial influence over our business andthe election of directors, and his ownership may be dilutive to existingstockholders or otherwise have an adverse effect on our current or futurebusiness prospects.
THE COST OF THE LITIGATION IN WHICH WE ARE INVOLVED, INCLUDING THE DIVERSION OF
MANAGEMENT'S TIME, COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
We are presently involved in litigation as explained in "PENDING ORPOSSIBLE LEGAL PROCEEDINGS". There is no assurance that the cost of thislitigation, including the diversion of time and resources, as well as anyadverse trial or jury verdicts will not result in a material loss to us. Thecosts and other effects of this litigation, including claims, settlements,judgments, and changes in those matters, could have a material adverse effect onour business, financial condition and operating results. At this time, we areunable to predict the outcome of the present litigation and cannot reasonablyestimate a range of possible loss given the current status of the case.
RISKS RELATED TO OUR INDUSTRY
THE MARKET FOR OUR PLANNED PRODUCT IS COMPETITIVE AND CHANGING RAPIDLY. NEW
PRODUCTS MAY BE DEVELOPED BY OTHERS WHICH COULD IMPAIR OUR ABILITY TO DEVELOP,
GROW OR MAINTAIN OUR BUSINESS AND BE COMPETITIVE.
Our industry is subject to rapid and substantial technological change.Developments by others may render our technology and planned productnoncompetitive or obsolete, or we may be unable to keep pace with technologicaldevelopments or other market factors. Competition from other biotechnologycompanies, universities, government research organizations and othersdiversifying into the field is intense and is expected to increase. Many ofthese entities have significantly greater research and development capabilitiesand budgets than we do, as well as substantially more marketing, manufacturing,financial and managerial resources. These entities could represent significantcompetition for us. Acquisitions of, or investments in, competing biotechnologycompanies by large corporations could increase such competitors' financial,marketing, manufacturing and other resources.
We are a development-stage enterprise and as such our resources arelimited and we may experience technical challenges inherent in developing ourtechnology. Any significant delay in funding or any unforeseen developmentissues could give competitors the time to develop technology similar to ours andto introduce a competing product before our planned product is commercialized.This could harm our future prospects. Competitors have developed or are in theprocess of developing technologies that are, or in the future may be, the basisfor competition. Our competitors may use different methods to detect biologicalpathogens in a manner that is more effective and less costly than our plannedproduct and, therefore, present a serious competitive threat to us.
OUR PLANNED PRODUCT, IF SUCCESSFULLY COMMERCIALIZED, COULD BE EXPOSED TO
SIGNIFICANT PRODUCT LIABILITY CLAIMS WHICH COULD BE TIME CONSUMING AND COSTLY TO
DEFEND, DIVERT MANAGEMENT ATTENTION AND ADVERSELY IMPACT OUR ABILITY TO OBTAIN
AND MAINTAIN INSURANCE COVERAGE, WHICH COULD JEOPARDIZE OUR LICENSE.
The testing, manufacture, marketing and sale of our planned productwill involve an inherent risk that product liability claims will be assertedagainst us. We currently have a general liability policy with an annualaggregate limit of $2 million with a $1 million limit per occurrence. Wecurrently do not have insurance which relates to product liability, but intendto seek and obtain insurance to cover product liability before sales of ourplanned product commence. Even if we obtain such insurance, it may proveinadequate to cover claims and/or litigation costs. The costs and availabilityof such insurance are unknown. Product liability claims or other claims relatedto our planned product, regardless of their outcome, could require us to spendsignificant time and money in litigation or to pay significant settlementamounts or judgments. Any successful product liability or other claim mayprevent us from obtaining adequate liability insurance in the future oncommercially desirable or reasonable terms. In addition, product liabilitycoverage may cease to be available in sufficient amounts or at an acceptablecost. Any inability to obtain sufficient insurance coverage at an acceptablecost or otherwise to protect against potential product liability claims couldprevent or inhibit the commercialization of our planned product. Failure toobtain or maintain a minimum of $1 million of product liability insuranceimmediately prior to the first sale of our planned product or at any timethereafter will be considered a material breach of our license agreement withthe University of California which could lead to termination of the license. Aproduct liability claim could also significantly harm our reputation and delaymarket acceptance of our planned product.
RISKS RELATED TO OUR COMMON STOCK
Our Stock Price Is Volatile And Your Investment In Our Securities Could DeclineIn Value, Resulting In Substantial Losses To You The market price of our commonstock, which is quoted over the counter, has been, and may continue to be,highly volatile.
Our common stock has experienced extreme fluctuations in price since trading commenced on December 23, 2001. The high and low range of closing pricesof our common stock since December 23, 2001 range from $1.75 per share to $0.04 per share. Factors such as announcements of product development progress,financings, technological innovations or new products, either by us or by ourcompetitors or third parties, as well as market conditions within the biotechindustry may have a significant impact on the market price of our common stock.In general, biotechnology stocks tend to be volatile even during periods ofrelative market stability because of the high rates of failure and substantialfunding requirements associated with biotechnology companies. Market conditionsand conditions of the biotechnology sector could also negatively impact theprice of our common stock.
YOUR OWNERSHIP INTEREST MAY BE DILUTED AND THE VALUE OF THE SHARES OF OUR COMMON
STOCK MAY DECLINE BY THE EXERCISE OF STOCK OPTIONS AND WARRANTS WE HAVE GRANTED
OR MAY GRANT IN THE FUTURE.
As of March 15, 2004, we had outstanding options to purchase up to18,382,000 shares of common stock at exercise prices ranging from $0.001 to$0.50 per share and outstanding warrants to purchase up to 10,717,600 shares ofcommon stock at exercise prices ranging from $0.001 to $0.50 per share. To theextent outstanding warrants and options to purchase our common stock areexercised, your ownership interest will be diluted. If the warrants and optionsare exercised and sold into the market, they could cause the market price of ourcommon stock to decline.
ALTHOUGH WE BELIEVE THAT OUR SYSTEM OF DISCLOSURE CONTROLS AND INTERNAL CONTROLS
OVER FINANCIAL REPORTING ARE ADEQUATE, SUCH CONTROLS ARE SUBJECT TO INHERENT
LIMITATIONS.
Although we believe that our system of disclosure controls and internalcontrols over financial reporting are adequate, we can not assure you that suchcontrols will prevent all errors or all instances of fraud. A control system, nomatter how well designed and operated, can provide only reasonable, notabsolute, assurance that the control system's objectives will be met. Further,the design of a control system must reflect the fact that there are resourceconstraints, and the benefits of controls must be considered relative to theircosts. Because of the inherent limitations in all control systems, no evaluationof controls can provide absolute assurance that all control issues and instancesof fraud, if any, within our company will be detected. These inherentlimitations include the realities that judgments in decision-making can befaulty, and that breakdowns can occur because of simple error or mistake.Controls can also be circumvented by the individual acts of some persons, bycollusion of two or more people, or by management override of the controls. Thedesign of any system of controls is based in part upon certain assumptions aboutthe likelihood of future events, and any design may not succeed in achieving itsstated goals under all potential future conditions. Over time, controls maybecome inadequate because of changes in conditions or deterioration in thedegree of compliance with policies or procedures. Because of the inherentlimitation of a cost-effective control system, misstatements due to error orfraud may occur and not be detected.
AS OUR ONLY DIRECTOR, MR. COUGHLIN HAS THE ABILITY TO UNILATERALLY MAKE BUSINESS
DECISIONS FOR US. BECAUSE WE HAVE ONLY ONE DIRECTOR, THERE ARE NO PROCEDURES IN
PLACE TO RESOLVE POTENTIAL CONFLICTS AND TO EVALUATE RELATED PARTY TRANSACTIONS
THAT ARE TYPICALLY REVIEWED BY INDEPENDENT DIRECTORS.
As the only director, Mr. Coughlin has the ability to unilaterally makebusiness decisions on our behalf. Because we do not maintain officer anddirector liability insurance and because the cost of obtaining such coverage isprohibitive, we do not expect to be able to attract any independent directors.Because we have only one director, there are no procedures in place to resolvepotential conflicts and evaluate related party transactions that are typicallyreviewed by independent directors.
WE DO NOT EXPECT TO PAY DIVIDENDS
We have not declared or paid, and for the foreseeable future we do notanticipate declaring or paying, dividends on our common stock.
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17-May-2004
Quarterly Report
Item 2. Plan of Operation
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The following discussion should be read in conjunction with ourfinancial statements and the notes thereto included elsewhere in this Form10-QSB. This Form 10-QSB contains forward-looking statements regarding the plansand objectives of management for future operations. This information may involveknown and unknown risks, uncertainties and other factors which may cause ouractual results, performance or achievements to be materially different fromfuture results, performance or achievements expressed or implied by anyforward-looking statements. Forward-looking statements, which involveassumptions and describe our future plans, strategies and expectations, aregenerally identifiable by use of the words "may," "will," "should," "expect,""anticipate," "estimate," "believe," "intend" or "project" or the negative ofthese words or other variations on these words or comparable terminology. Theseforward-looking statements are based on assumptions that may be incorrect, andwe cannot assure you that these projections included in these forward-lookingstatements will come to pass. Our actual results could differ materially fromthose expressed or implied by the forward-looking statements as a result ofvarious factors.
Business of the Company Centrex is a development-stage company incorporated on October 6, 1998in Oklahoma. The Company has not been involved in bankruptcy, receivership orany similar proceeding. The Company owns an exclusive worldwide license toSingle Molecule Detection, a technology that was invented at Los Alamos NationalLaboratory ("Los Alamos" or "LANL"). The technology is owned by the Universityof California (the "University"), which conducts research at LANL. Thetechnology is designed to rapidly detect bacteria or viruses by matching the DNAof the organism. We entered into a development agreement with the University andLANL to build a prototype system that enables rapid detection of harmfulpathogens, including potential biothreat agents.
We plan to develop, manufacture and market a fully-integrated systemthat enables rapid detection of harmful pathogens using the Single MoleculeDetection technology. Our planned product is designed to be an easy-to-usesystem to analyze complex biological samples in disposable cartridges, and torapidly and automatically perform the steps necessary for sophisticatedmolecular biological procedures. We are focusing our efforts on thoseapplications where rapid DNA testing is particularly important, such asbiothreat detection, food processing, and water supply markets. If the singlemolecule detection technology is commercialized, we believe that potentialcustomers for our proposed device include commercial air carriers, the UnitedStates Postal Service, Federal office buildings, commercial office buildings,military, state and local government buildings, sports arenas, and shippingterminals, food processors and water treatment systems.
As a development-stage company, we presently do not have any productsfor sale. If we are successful in building a prototype system, it may take usseveral more years before we have a commercially viable product. We may not besuccessful in developing any products based on the Single Molecule Detectiontechnology. Our business is subject to numerous risks and uncertainties that aremore fully described in "RISK FACTORS".
(i) Cash Requirements
As of March 31, 2004, management estimated that the Company's cashresources were not enough to meet the Company's estimated funding requirementsfor the remainder of the year. The Company must complete additional financinginitiatives in 2004 to generate the liquidity necessary to continue itsoperations. The Company presently has a "best efforts" investment bankingagreement with H.D. Brous & Company, however, no funds have been raised to datepursuant to that agreement. Due to the current economic conditions, the Companymay not be able to secure additional financing on terms it deems acceptable. Ifthe Company obtains additional funds by selling any of its equity securities,the percentage ownership of our stockholders will be reduced, stockholders mayexperience substantial dilution, or the equity securities may have rights,preferences or privileges senior to the common stock. If adequate funds are notavailable to the Company on satisfactory terms, the Company's may be required tolimit or cease its research and development activities or other operations, orotherwise modify its business strategy. Because of these uncertainties, in theirlast annual audit, the auditors expressed substantial doubt about the Company'sability to continue as a going concern.
(ii) Product Development and Research Plan for the Next Twelve Months
During the next twelve months, as development continues under theagreement with LANL, the Company plans to contract with a private engineeringfirm to develop a commercial version of our planned product. Development of acommercial version of our planned product is dependent on the Company raisingsufficient funds. At this time we do not know how much it will cost the Companyto have a commercial version developed, how long it will, or if we will besuccessful in developing a commercial version of our planned product.
(iii) Expected Purchase or Sale of Plant and Significant Equipment
None.
(iv) Expected Significant changes in number of employees
The Company and Mr. Jack Luchese have entered into an amendedemployment agreement effective March 24, 2003, whereby Mr. Luchese has agreed tobecome Chief Executive Officer of the Company on or before January 1, 2004,subject to certain funding conditions. However, the arrangements are beingplaced on hold pending renegotiation of the agreement. During the renegotiationprocess, Mr. Luchese is not serving the Company on a formal basis.
RISK FACTORS
You should carefully consider the risks described below, together with all ofthe other information included in this report, in considering our business andprospects. The risks and uncertainties described below are not the only onesfacing Centrex. Additional risks and uncertainties not presently known to us orthat we currently deem immaterial also may impair our business operations. Theoccurrence of any of the following risks could harm our business, financialcondition or results of operations.
BECAUSE WE HAVE NO PRODUCTS FOR SALE, WE DO NOT GENERATE REVENUE AND DO NOT HAVE
OTHER RESOURCES TO FUND OPERATIONS; THESE CONDITIONS RAISE SUBSTANTIAL DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN
Because our planned product is in the development stage, we have norevenue, earnings or cash flow to be self-sustaining. We do not anticipatehaving a product for sale until such time as our planned product iscommercialized, which could take several years. Our independent accountants havestated in their opinion to the audited financial statements for the period endedDecember 31, 2002 that "the Company is a development stage company withinsufficient revenues to fund development and operating expenses. The Companyalso has insufficient cash to fund obligations as they become due. Theseconditions raise substantial doubt about its ability to continue as a goingconcern." Our failure to obtain the funding necessary to commercialize ourplanned product will have a material adverse effect on our business, financialcondition, and on the price of our common stock.
WE REQUIRE SUBSTANTIAL ADDITIONAL CAPITAL TO COMMERCIALIZE OUR TECHNOLOGY. WE
MAY HAVE DIFFICULTY RAISING CAPITAL WHEN WE NEED IT, OR AT ALL. RAISING SUCH
CAPITAL MAY DILUTE STOCKHOLDER VALUE
We do not anticipate having a product for sale until our plannedproduct is commercialized, which could take several more years. We must completeadditional financing initiatives during 2004 to generate the funds necessary tocontinue our operations. Our present financial commitments through the end of2004 include $248,996 to the University of California pursuant to the reviseddevelopment agreement, approximately $1,100,000 to complete the InitialPrototype phase of development for our planned product , an estimated $200,000pursuant to Dr. Coughlin's employment agreement, and an estimated $250,000 forlegal and administrative expenses. We presently do not have the funds to fulfillthese obligations, and we will have to raise additional capital during 2004 tofund these obligations. Any significant delay in funding the development of ourplanned product could harm our future prospects. We estimate that during 2005,approximately $10,000,000 will be required to advance product developmentthrough the Final Product phase. Due to current economic conditions, we may notbe able to secure additional financing at all, or on terms it deems acceptable.If we obtain additional funds by selling any of our equity securities, thepercentage ownership of our stockholders will be reduced, stockholders mayexperience substantial dilution, or the equity securities may have rights,preferences or privileges senior to the common stock. If adequate
funds are not available to us on satisfactory terms, we may be required to limitor cease our activities, or otherwise modify our business strategy, which couldmaterially harm our future business prospects.
IF WE DO NOT OBTAIN THE NECESSARY FUNDS TO PAY THE MONTHLY OBLIGATION PURSUANT
TO THE REVISED DEVELOPMENT AGREEMENT, LOS ALAMOS MAY HAVE THE RIGHT TO TERMINATE
THE LICENSE. THIS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FUTURE PROSPECTS.
We presently do not have the funds necessary to pay the $248,996presently due pursuant to the revised development agreement with the University.If we are not successful in raising the capital necessary to fund the remainingmonthly obligation, then Los Alamos may have the right to terminate the license,which could have a material adverse effect on our future prospects.
RISKS RELATED TO OUR TECHNOLOGY
THERE IS NO GUARANTEE THAT THE SINGLE MOLECULE DETECTION TECHNOLOGY WILL WORK OR
BE COMMERCIALLY VIABLE.
Our planned product requires further research, development, testing,demonstration of commercial scale manufacturing, and possibly regulatoryapproval before we can determine its commercial viability. Potential productsthat appear to be promising at early stages of development may not reach themarket for a number of reasons. Such reasons include the possibilities that thepotential product may be ineffective, or unsafe, or difficult or uneconomical tomanufacture on a large scale, fail to achieve market acceptance or are precludedfrom commercialization by proprietary rights of third parties. We cannot predictwith any degree of certainty when, or if, the research, development, testing,and/or regulatory approval process (if required) will be completed. Our productdevelopment efforts may be unsuccessful. The failure of our research anddevelopment activities to result in a commercially viable product wouldmaterially adversely affect our future prospects.
IF A U.S. PATENT FOR THE SINGLE MOLECULE DETECTION TECHNOLOGY IS NOT ISSUED,
COMPETITORS WILL BE ABLE TO COPY AND SELL PRODUCTS SIMILAR TO OURS WITHOUT
PAYING A ROYALTY. THIS COULD HAVE A MATERIALLY NEGATIVE EFFECT ON OUR ABILITY TO
COMPETE.
The single molecule detection method is owned by the University ofCalifornia. On December 3, 1999 they filed a U.S. patent application coveringthe technology. The U.S. Patent & Trademark Office ("USPTO") initially rejectedthe claims in the patent application and the University filed an appeal.Although we have recently learned that LANL officials were contacted by USPTOvia telephone that the patent claims will be allowed and that LANL is nowawaiting written confirmation and a publication date from the USPTO, there is noassurance that a patent will be issued. The University of California has alsofiled patent applications in Canada, Europe, and Japan. No patents have beenissued and there is no assurance that any will be issued. If a U.S. patent isnot issued, then we have no protection for the technology for our primarygeographic market. If our planned product is commercialized, the lack of U.S. orforeign patent protection could allow competitors to copy and sell productssimilar to ours without paying a royalty. This could negatively affect ourability to compete.
THE SINGLE MOLECULE DETECTION METHOD IS LICENSED TO US BY A THIRD PARTY. IF WE
ARE UNABLE TO CONTINUE TO LICENSE THIS TECHNOLOGY, OUR FUTURE PROSPECTS COULD BE
HARMED.
We license the single molecule detection method from the University ofCalifornia. To maintain our license with them, we must pay them $5,000 each yearthe license is in effect and pay 3.5% royalties on product sales and 50% ofpayments received from sublicensees. Our failure to fulfill any term of thelicense agreement may be grounds for the University to terminate the license.The technology we license from them would be difficult to replace. The loss ofthe technology license would result in delays in the availability of our plannedproducts until equivalent technology, if available, is identified, licensed andintegrated. This could harm our future prospects.
BECAUSE WE RELY ON THIRD PARTIES FOR RESEARCH AND DEVELOPMENT ACTIVITIES
NECESSARY TO COMMERCIALIZE OUR PRODUCT, WE HAVE LESS DIRECT CONTROL OVER THOSE
ACTIVITIES. THIS COULD HAVE A MATERIALLY ADVERSE EFFECT ON OUR FUTURE PROSPECTS.
We do not maintain our own laboratory and we do not employ our ownresearchers. We have contracted with third parties in the past to conductresearch and development activities and we expect to continue to do so in thefuture. Because we rely on third parties for our research and developmentactivities, we have less direct control over those activities and can not assureyou that the research will be done properly or in a timely manner, or that theresults will be reproducible. Our inability to conduct research and developmentmay delay or impair our ability to commercialize the technology. The cost andtime to establish or locate an alternative research and development facility todevelop our technology could have a materially adverse effect on our futureprospects.
IF WE ARE UNABLE TO ADEQUATELY PROTECT OR ENFORCE OUR RIGHTS TO INTELLECTUAL
PROPERTY, WE MAY LOSE VALUABLE RIGHTS, EXPERIENCE REDUCED MARKET SHARE, IF ANY,
OR INCUR COSTLY LITIGATION TO PROTECT SUCH RIGHTS.
We generally require our employees, consultants, advisors andcollaborators to execute appropriate confidentiality agreements with us. Theseagreements typically provide that all materials and confidential informationdeveloped or made known to the individual during the course of the individual'srelationship with us is to be kept confidential and not disclosed to thirdparties except in specific circumstances. These agreements may be breached, andin some instances, we may not have an appropriate remedy available for breach ofthe agreements. Furthermore, our competitors may independently developsubstantial equivalent proprietary information and techniques, reverse engineerour information and techniques, or otherwise gain access to our proprietarytechnology. In addition, the laws of some foreign countries may not protect ourproprietary rights to the same extent as U.S. law. We may be unable tomeaningfully protect our rights in trade secrets, technical know-how and othernon-patented technology.
We may have to resort to litigation to protect our rights for certainintellectual property, or to determine their scope, validity or enforceability.Enforcing or defending our rights is expensive in terms of dollars andmanagement time and such efforts may not prove successful. There is always arisk that patents, if issued, may be subsequently invalidated, either in wholeor in part, and this could diminish or extinguish protection for the technologywe license. Any failure to enforce or protect our rights could cause us to losethe ability to exclude others from using our technology to develop or sellcompeting products.
IF OUR PLANNED PRODUCT IS TO BE COMMERCIALLY VIABLE, WE MAY HAVE TO OBTAIN
LICENSES FROM OTHERS IN ORDER TO USE CERTAIN TECHNOLOGY. THESE LICENSES MAY NOT
BE AVAILABLE TO US ON REASONABLE TERMS, IF AT ALL. OUR BUSINESS MAY BE ADVERSELY
AFFECTED IF WE ARE UNABLE TO OBTAIN THE NECESSARY LICENSES.
In order to make our planned product commercially viable, we may haveto incorporate certain microfluidics and/or other technologies which are ownedby others. We may have to obtain a license from the holder(s) of theintellectual property right(s), which license(s) may be costly or may not beavailable to us on reasonable terms, if at all. We do not know at this time howmany licenses, if any, we may have to obtain. If we are unable to obtain rightsto use certain technologies which may be necessary to make our planned productcommercially viable, our business may be adversely affected.
WE MAY BE SUED BY THIRD PARTIES WHO CLAIM THAT OUR PRODUCT INFRINGES ON THEIR
INTELLECTUAL PROPERTY RIGHTS. DEFENDING AN INFRINGEMENT LAWSUIT IS COSTLY AND WE
MAY NOT HAVE ADEQUATE RESOURCES TO DEFEND. ANY SETTLEMENT OR JUDGMENT AGAINST US
COULD HARM OUR FUTURE PROSPECTS.
We may be exposed to future litigation by third parties based on claimsthat our technology, product or activity infringes on the intellectual propertyrights of others or that we have misappropriated the trade secrets of others.This risk is compounded by the fact that the validity and breadth of claimscovered in technology patents in general and the breadth and scope of tradesecret protection involves complex legal and factual questions for whichimportant legal principles are unresolved. Any litigation or claims against us,whether or not valid, could result in substantial costs, could place asignificant strain on our financial and managerial resources, and could harm ourreputation. Our license agreement with the University of California requiresthat we pay the costs associated with initiating an infringement claim anddefending counterclaims by the infringer. In addition, intellectual propertylitigation or claims could force us to do one or more of the following:
- cease selling, incorporating or using any of our technology and/or products that incorporate the challenged intellectual property, which could adversely affect our revenue;- obtain a license from the holder of the infringed intellectual property right, which license may be costly or may not be available on reasonable terms, if at all; or- redesign our products, which would be costly and time consuming.
THE U.S. GOVERNMENT RETAINS CERTAIN RIGHTS TO THE DETECTION TECHNOLOGY, WHICH IF
EXERCISED, COULD LIMIT OUR ABILITY TO COMPETE
Technologies developed with funds provided by the United States government have restrictions regarding where they may be sold and have limits onexclusivity. The technology may only be allowed to be sold or manufactured within the United States. In addition, under Section 23 of the United States Code, the U.S. government has the right to use technologies that it has funded regardless of whether the technology has been licensed to a third party.
The U.S. Government has a nonexclusive, nontransferable, irrevocable,paid-up license to practice or to have practiced through the world, for or onbehalf of the U.S. Government, inventions covered by the University's patentrights, and has certain other rights under 35 U.S.C. 200-212. The U.S.Department of Energy has the right to require us to grant a nonexclusive,partially exclusive or exclusive license under the patent rights in any field ofuse to a responsible applicant or applicants. Such regulations may limit thevalue of the technology to us and may reduce our ability to compete.
RISKS RELATED TO OUR BUSINESS
WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES
We have had annual losses since our inception in October 1998. Weexpect to continue to incur losses until we have a product to sell, which couldtake several years. There is no assurance that we will ever be able to develop acommercially viable product, to generate revenue, or to achieve or maintainprofitable operations.
OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR STOCK MORE DIFFICULT
You can only evaluate our business based on a limited operatinghistory. Since inception, we have engaged primarily in research and development,technology licensing, seeking grants, and raising capital. This limited historymay not be adequate to enable you to fully assess our ability to developproposed products, to achieve market acceptance of our proposed products or torespond to competition.
WE HAVE NO EXPERIENCE IN PRODUCT MANUFACTURING. WE MAY NOT BE ABLE TO
MANUFACTURE OUR PLANNED PRODUCT IN SUFFICIENT QUANTITIES AT AN ACCEPTABLE COST,
OR AT ALL, WHICH COULD HARM OUR FUTURE PROSPECTS.
We remain in the research and development phase of productcommercialization. Accordingly, if our planned product becomes available forcommercial sale, we will need to establish the capability to manufacture it. Wehave no experience in establishing, supervising or conducting commercialmanufacturing. We plan to rely on third party contractors to manufacture ourplanned product, although we have not made such arrangements yet. Relying onthird parties may expose us to the risk of not being able to directly overseethe manufacturing process, which may adversely affect the production and qualityof our planned product. Furthermore, these third-party contractors, whetherforeign or domestic, may experience regulatory compliance difficulty, mechanicalshutdowns, employee strikes, or other unforeseeable acts that may delay orprevent production. We may not be able to manufacture our planned product insufficient quantities at an acceptable cost, or at all, which could materiallyadversely affect our future prospects.
WE HAVE NO EXPERIENCE IN PRODUCT MARKETING, SALES OR DISTRIBUTION. WE MAY NOT BE
ABLE TO MARKET AND DISTRIBUTE OUR PLANNED PRODUCT, WHICH COULD HARM OUR FUTURE
PROSPECTS.
We have no experience in marketing or distributing our planned product.We have not yet established marketing, sales or distribution capabilities forour planned product. Until such time as our product is further along in itsdevelopment, we do not plan to devote any meaningful time or resources toestablishing such capabilities. If we determine that our planned product iscommercially viable, we intend to enter into agreements with third parties tomarket, sell and distribute our product. However, we may be unable to establishor maintain third-party relationships on a commercially reasonable basis, if atall. In addition, these third parties may have similar or more establishedrelationships with our competitors.
If we do not enter into relationships with third parties to market,sell and distribute our planned product, we will need to develop our own suchcapabilities. We have no experience in developing, training or managing a salesforce. If we choose to establish a direct sales force, we will incur substantialadditional expenses in developing, training and managing such an organization.We may not be able to build a sales force on a cost effective basis or at all.Any such direct marketing and sales efforts may prove to be unsuccessful. Inaddition, we will compete with many other companies that currently haveextensive and well-funded marketing and sales operations. Our marketing andsales efforts may be unable to compete against these other companies. We may beunable to establish a sufficient sales and marketing organization on a timelybasis, if at all.
We may be unable to engage qualified distributors. Even if engaged,they may fail to satisfy financial or contractual obligations to us. They mayfail to adequately market our products. They may cease operations with little orno notice to us or they may offer, design, manufacture or promote competingproducts.
IF WE ARE UNABLE TO RETAIN THE SERVICES OF DR. COUGHLIN, OUR CHIEF EXECUTIVE
OFFICER, OUR FUTURE PROSPECTS COULD BE ADVERSELY AFFECTED.
We have an employment agreement with Dr. Thomas Coughlin, whichautomatically renews for successive two-year periods after May 1, 2004, whereinDr. Coughlin is to receive an annual salary of $200,000, payable in 24semi-monthly installments, plus benefits. We presently do not have the funds topay Dr. Coughlin through the end of 2003 and there is no assurance that he willcontinue to serve Centrex without being paid. If Dr. Coughlin resigns or isterminated, then he may be entitled to a separation payment of up to two-year'ssalary plus benefits and bonuses. We are seeking the capital necessary to fundthe employment agreement through the end of 2004; however, we may not besuccessful in raising the capital on acceptable terms, if at all. We aredependent upon the services of Dr. Coughlin and the loss of his servicestogether with our inability to find a qualified replacement could have amaterial adverse effect on our future prospects.
WE ARE INVOLVED IN A DISPUTE WITH A FORMER CONSULTANT CONCERNING AGREEMENTS
ENTERED INTO IN EARLY 2003. IF WE CANNOT RESOLVE THIS DISPUTE, WE MAY BECOME
INVOLVED IN LITIGATION. A SETTLEMENT OR LITIGATION COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.
On March 24, 2003 we entered into an amended agreement with JackLuchese to become our new Chief Executive Officer on a full-time basis if wewere successful in raising at least $2,000,000 (net of fees and expenses) on orbefore January 1, 2004. In the interim, he agreed to be a consultant to us.However, the arrangements were placed on hold pending renegotiation of theagreement. During the renegotiation process Luchese was not serving us on aformal basis. For most of 2003 we and Luchese have been attempting to negotiatea separation agreement. In connection with his amended agreement, Luchese alsopurchased 100,000 shares of preferred stock of Centrex, Inc. which wereconvertible into shares of common stock ranging from 7.5% of our outstandingcommon shares to 15% of our outstanding common shares at the time of conversion,subject to certain conditions, which were not fulfilled. In January of 2004,Luchese filed a Form 3 declaring his ownership of 20,358,625 shares of ourcommon stock pursuant to his conversion of the preferred shares. We have notissued the 20,358,625 shares of common stock to Luchese. We believe that hebreached the terms of his agreements, thus the conversion rights regarding thepreferred shares are void. The outcome of our dispute with Luchese is uncertainand we do not know if the differences between the parties will result inlitigation. If a court compels us to issue him the 20,358,625 shares, hisownership may allow him to exercise substantial influence over our business andthe election of directors, and his ownership may be dilutive to existingstockholders or otherwise have an adverse effect on our current or futurebusiness prospects.
THE COST OF THE LITIGATION IN WHICH WE ARE INVOLVED, INCLUDING THE DIVERSION OF
MANAGEMENT'S TIME, COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
We are presently involved in litigation as explained in "PENDING ORPOSSIBLE LEGAL PROCEEDINGS". There is no assurance that the cost of thislitigation, including the diversion of time and resources, as well as anyadverse trial or jury verdicts will not result in a material loss to us. Thecosts and other effects of this litigation, including claims, settlements,judgments, and changes in those matters, could have a material adverse effect onour business, financial condition and operating results. At this time, we areunable to predict the outcome of the present litigation and cannot reasonablyestimate a range of possible loss given the current status of the case.
RISKS RELATED TO OUR INDUSTRY
THE MARKET FOR OUR PLANNED PRODUCT IS COMPETITIVE AND CHANGING RAPIDLY. NEW
PRODUCTS MAY BE DEVELOPED BY OTHERS WHICH COULD IMPAIR OUR ABILITY TO DEVELOP,
GROW OR MAINTAIN OUR BUSINESS AND BE COMPETITIVE.
Our industry is subject to rapid and substantial technological change.Developments by others may render our technology and planned productnoncompetitive or obsolete, or we may be unable to keep pace with technologicaldevelopments or other market factors. Competition from other biotechnologycompanies, universities, government research organizations and othersdiversifying into the field is intense and is expected to increase. Many ofthese entities have significantly greater research and development capabilitiesand budgets than we do, as well as substantially more marketing, manufacturing,financial and managerial resources. These entities could represent significantcompetition for us. Acquisitions of, or investments in, competing biotechnologycompanies by large corporations could increase such competitors' financial,marketing, manufacturing and other resources.
We are a development-stage enterprise and as such our resources arelimited and we may experience technical challenges inherent in developing ourtechnology. Any significant delay in funding or any unforeseen developmentissues could give competitors the time to develop technology similar to ours andto introduce a competing product before our planned product is commercialized.This could harm our future prospects. Competitors have developed or are in theprocess of developing technologies that are, or in the future may be, the basisfor competition. Our competitors may use different methods to detect biologicalpathogens in a manner that is more effective and less costly than our plannedproduct and, therefore, present a serious competitive threat to us.
OUR PLANNED PRODUCT, IF SUCCESSFULLY COMMERCIALIZED, COULD BE EXPOSED TO
SIGNIFICANT PRODUCT LIABILITY CLAIMS WHICH COULD BE TIME CONSUMING AND COSTLY TO
DEFEND, DIVERT MANAGEMENT ATTENTION AND ADVERSELY IMPACT OUR ABILITY TO OBTAIN
AND MAINTAIN INSURANCE COVERAGE, WHICH COULD JEOPARDIZE OUR LICENSE.
The testing, manufacture, marketing and sale of our planned productwill involve an inherent risk that product liability claims will be assertedagainst us. We currently have a general liability policy with an annualaggregate limit of $2 million with a $1 million limit per occurrence. Wecurrently do not have insurance which relates to product liability, but intendto seek and obtain insurance to cover product liability before sales of ourplanned product commence. Even if we obtain such insurance, it may proveinadequate to cover claims and/or litigation costs. The costs and availabilityof such insurance are unknown. Product liability claims or other claims relatedto our planned product, regardless of their outcome, could require us to spendsignificant time and money in litigation or to pay significant settlementamounts or judgments. Any successful product liability or other claim mayprevent us from obtaining adequate liability insurance in the future oncommercially desirable or reasonable terms. In addition, product liabilitycoverage may cease to be available in sufficient amounts or at an acceptablecost. Any inability to obtain sufficient insurance coverage at an acceptablecost or otherwise to protect against potential product liability claims couldprevent or inhibit the commercialization of our planned product. Failure toobtain or maintain a minimum of $1 million of product liability insuranceimmediately prior to the first sale of our planned product or at any timethereafter will be considered a material breach of our license agreement withthe University of California which could lead to termination of the license. Aproduct liability claim could also significantly harm our reputation and delaymarket acceptance of our planned product.
RISKS RELATED TO OUR COMMON STOCK
Our Stock Price Is Volatile And Your Investment In Our Securities Could DeclineIn Value, Resulting In Substantial Losses To You The market price of our commonstock, which is quoted over the counter, has been, and may continue to be,highly volatile.
Our common stock has experienced extreme fluctuations in price since trading commenced on December 23, 2001. The high and low range of closing pricesof our common stock since December 23, 2001 range from $1.75 per share to $0.04 per share. Factors such as announcements of product development progress,financings, technological innovations or new products, either by us or by ourcompetitors or third parties, as well as market conditions within the biotechindustry may have a significant impact on the market price of our common stock.In general, biotechnology stocks tend to be volatile even during periods ofrelative market stability because of the high rates of failure and substantialfunding requirements associated with biotechnology companies. Market conditionsand conditions of the biotechnology sector could also negatively impact theprice of our common stock.
YOUR OWNERSHIP INTEREST MAY BE DILUTED AND THE VALUE OF THE SHARES OF OUR COMMON
STOCK MAY DECLINE BY THE EXERCISE OF STOCK OPTIONS AND WARRANTS WE HAVE GRANTED
OR MAY GRANT IN THE FUTURE.
As of March 15, 2004, we had outstanding options to purchase up to18,382,000 shares of common stock at exercise prices ranging from $0.001 to$0.50 per share and outstanding warrants to purchase up to 10,717,600 shares ofcommon stock at exercise prices ranging from $0.001 to $0.50 per share. To theextent outstanding warrants and options to purchase our common stock areexercised, your ownership interest will be diluted. If the warrants and optionsare exercised and sold into the market, they could cause the market price of ourcommon stock to decline.
ALTHOUGH WE BELIEVE THAT OUR SYSTEM OF DISCLOSURE CONTROLS AND INTERNAL CONTROLS
OVER FINANCIAL REPORTING ARE ADEQUATE, SUCH CONTROLS ARE SUBJECT TO INHERENT
LIMITATIONS.
Although we believe that our system of disclosure controls and internalcontrols over financial reporting are adequate, we can not assure you that suchcontrols will prevent all errors or all instances of fraud. A control system, nomatter how well designed and operated, can provide only reasonable, notabsolute, assurance that the control system's objectives will be met. Further,the design of a control system must reflect the fact that there are resourceconstraints, and the benefits of controls must be considered relative to theircosts. Because of the inherent limitations in all control systems, no evaluationof controls can provide absolute assurance that all control issues and instancesof fraud, if any, within our company will be detected. These inherentlimitations include the realities that judgments in decision-making can befaulty, and that breakdowns can occur because of simple error or mistake.Controls can also be circumvented by the individual acts of some persons, bycollusion of two or more people, or by management override of the controls. Thedesign of any system of controls is based in part upon certain assumptions aboutthe likelihood of future events, and any design may not succeed in achieving itsstated goals under all potential future conditions. Over time, controls maybecome inadequate because of changes in conditions or deterioration in thedegree of compliance with policies or procedures. Because of the inherentlimitation of a cost-effective control system, misstatements due to error orfraud may occur and not be detected.
AS OUR ONLY DIRECTOR, MR. COUGHLIN HAS THE ABILITY TO UNILATERALLY MAKE BUSINESS
DECISIONS FOR US. BECAUSE WE HAVE ONLY ONE DIRECTOR, THERE ARE NO PROCEDURES IN
PLACE TO RESOLVE POTENTIAL CONFLICTS AND TO EVALUATE RELATED PARTY TRANSACTIONS
THAT ARE TYPICALLY REVIEWED BY INDEPENDENT DIRECTORS.
As the only director, Mr. Coughlin has the ability to unilaterally makebusiness decisions on our behalf. Because we do not maintain officer anddirector liability insurance and because the cost of obtaining such coverage isprohibitive, we do not expect to be able to attract any independent directors.Because we have only one director, there are no procedures in place to resolvepotential conflicts and evaluate related party transactions that are typicallyreviewed by independent directors.
WE DO NOT EXPECT TO PAY DIVIDENDS
We have not declared or paid, and for the foreseeable future we do notanticipate declaring or paying, dividends on our common stock.
18.05.04 08:47
#520
Meiko
aida
Tja, da sie eine Nano-, Biotechaktie ist, denn Psivida hält sich auch, sonst kackt alles ab!!
18.05.04 14:37
#521
aida73
Nanotechnologie!-Zukunft!
ich denke es wird die Zukunft sein.wenn ich mir schon allein das Vorhaben der BTN (BIPH) anschaue,steckt hier die Zukunft.
Ich denke das wird ein Prozess,wie wir es bei der Entwicklung des Automobils gesehen haben.Ein Prozess über mehrere Jahrzente und ohne Endziel.Der Schrei nach immer kleineren und Leistungsfähigen Geräten und Beschichtungen wird grösser.Hier steckt sehr viel Fantasie und man bezieht sich immer mehr auf diese Technologie.
Nano=Ende niemals.
Was ist Begründung für deine Aussage,würde mich ernsthaft interessieren.Vielleicht bin ich auch dem falschem Dampfer?
mfg Aida
Ich denke das wird ein Prozess,wie wir es bei der Entwicklung des Automobils gesehen haben.Ein Prozess über mehrere Jahrzente und ohne Endziel.Der Schrei nach immer kleineren und Leistungsfähigen Geräten und Beschichtungen wird grösser.Hier steckt sehr viel Fantasie und man bezieht sich immer mehr auf diese Technologie.
Nano=Ende niemals.
Was ist Begründung für deine Aussage,würde mich ernsthaft interessieren.Vielleicht bin ich auch dem falschem Dampfer?
mfg Aida
18.05.04 14:40
#522
aida73
Centrex
sorry an alle,das ist hier der Cnex-Thread,da hat die Nano noch nichts zu suchen(noch nicht)
Habe mir übrigens heute 40T gegönnt von Cnex zu 0,024.Mal schaun!!
Habe mir übrigens heute 40T gegönnt von Cnex zu 0,024.Mal schaun!!
19.05.04 22:09
#523
Krabs
Wenn ich mir das Heute so ansehen....
... gehe ich davon aus, dass die Kiste in Kürze insolvent ist. Jemand anderer Meinung??
