Attached files

file filename
EX-31.1 - CERTIFICATION - RADIENT PHARMACEUTICALS Corpex31one.htm
EX-10.55 - COLLABORATION AGREEMENT - RADIENT PHARMACEUTICALS Corpex10_55.htm
EX-10.56 - EXCLUSIVE DISTRIBUTION AGREEMENT - RADIENT PHARMACEUTICALS Corpex10_56.htm
EX-31.2 - CERTIFICATION - RADIENT PHARMACEUTICALS Corpex31two.htm
EX-10.54 - COMMERCIAL LEASE - RADIENT PHARMACEUTICALS Corpex10_54.htm
EX-32.1 - CERTIFICATION - RADIENT PHARMACEUTICALS Corpex32one.htm
EX-32.2 - CERTIFICATION - RADIENT PHARMACEUTICALS Corpex32two.htm
EX-10.57 - DISTRIBUTION AGREEMENT - RADIENT PHARMACEUTICALS Corpex10_57.htm
 
 
 


 

 
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A

þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
   
 
For the Fiscal year ended December 31, 2009
   
or
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-16695
RADIENT PHARMACEUTICALS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
33-0413161
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
   
2492 Walnut Avenue, Suite 100
Tustin, California 92780-7039
(Address of principal executive offices)
(714) 505-4460
(Registrant’s telephone
number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Name of Each Exchange on Which Registered
Common Stock, $.001 par value
NYSE Amex

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) .  Yes o     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A.  o

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

Large accelerated filer o                         Accelerated filer o                         Non-accelerated filer o                         Smaller reporting company þ

                                        (Do not check if a smaller reporting company)

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

As of April 29, 2010, 29,231,112 shares of common stock were outstanding. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of the registrant’s common stock on June 30, 2009 (the last trading day in the second calendar quarter of 2009) as reported by the NYSE Amex) $11,232,377 (based upon the closing price of the common stock on such date as reported. For purposes of this calculation, we have excluded the market value of all common stock beneficially owned by all executive officers and directors of the Company.

Documents Incorporated by Reference

None.


 
 

 

 
EXPLANTORY NOTE
 
On April 15, 2010, the undersigned registrant filed its Annual Report on Form 10-K for the year ended December 31, 2009. The registrant hereby amends the original Annual Report on Form 10-K to provide more accurate information related to the operations of registrant, primarily to update the state of its operations in China.  There have been no changes to the amounts reported in the consolidated financial statements, nor any significant changes to any related disclosures beyond those included in our originally issued Annual Report.
 
Except as described above, the Company has not modified or updated disclosures presented in the Original Report in this Amended Report. Accordingly, this Amended Report does not reflect events occurring after the filing of our Original Report or modify or update those disclosures, including the exhibits to the Original Report, affected by subsequent events. As such, our Original Report continues to speak as of April 15, 2010 (the date it was filed with the SEC). Accordingly, this Amended Report should be read in conjunction with the Original Report and our other reports filed with the SEC subsequent to the filing of our Original Report, including any amendments to those filings.
 
                In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), currently dated certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.
 
 
TABLE OF CONTENTS

 
 
Page 
PART I
Item 1.
Business                                                                                                               
4
Item 1A.
Risk Factors                                                                                                               
16
Item 1B.
Unresolved Staff Comments                                                                                                               
22
Item 2.
Properties                                                                                                               
22
Item 3.
Legal Proceedings                                                                                                               
22
Item 4.
(Removed and Reserved)                                                                                                               
24
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
24
Item 6.
Selected Financial Data                                                                                                               
31
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk                                                                                                               
46
Item 8.
Financial Statements and Supplementary Data                                                                                                               
47
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
88
Item 9A.
Controls and Procedures                                                                                                               
88
Item 9B.
Other Information                                                                                                               
90
PART III
Item 10.
Directors, Executive Officers and Corporate Governance                                                                                                               
91
Item 11.
Executive Compensation                                                                                                               
93
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
97
Item 13.
Certain Relationships and Related Transactions and Director Independence
99
Item 14.
Principal Accountant Fees and Services                                                                                                               
100
PART IV
Item 15.
Exhibits, Financial Statement Schedules                                                                                                               
100
SIGNATURES                                                                                                                                  
102


 
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Cautionary Statement under the Private Securities Litigation Reform Act of 1995:

This Annual Report on Form 10-K/A and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. From time to time, we also provide forward-looking statements in other materials we release to the public as well as verbal forward-looking statements. These forward-looking statements include, without limitation, statements regarding: regulatory approval for our products; market demand for our products and competition; our dependence on licensees, distributors and management; impact of technological changes on our products; results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of management’s goals and objectives and other similar expressions. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. Many events beyond our control may determine whether results we anticipate will be achieved. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements.

We undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-Q and 8-K reports to the SEC. Also note that we provide the following cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business. These factors individually or in the aggregate, we think could cause our actual results to differ materially from expected and historical results. You should understand that it is not possible to predict or identify all such factors. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under “Risk Factors” and elsewhere in this Annual Report on Form 10-K/A.


 
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PART I

Item 1.  Business

We recently refocused our business on the development, manufacture and marketing of advanced, pioneering medical diagnostic products, including our ONKO-SUREtm, a proprietary In-Vitro Diagnostic (“IVD”) Cancer Test. During the third and fourth quarter of 2009, we repositioned various business segments that we believe will enable us to monetize the value of some of our assets through either new partnerships, separate potential IPO’s or possible sales. These special assets include: (i) our 98% ownership in a China-based pharmaceuticals business, Jade Pharmaceuticals Inc. (JPI); (ii) our 100% ownership of a proprietary cancer vaccine therapy technology: Combined Immunogene Therapy (“CIT”); and (iii) 100% ownership of the Elleuxe brand of advanced skin care produces with proprietary formulations that include human placenta extract ingredients sourced from the China operations of JPI.

Until September 2009, we operated in China through our wholly owned subsidiary, JPI. JPI engages in the manufacture and distribution of generic and homeopathic pharmaceutical products and supplements, as well as cosmetic products. JPI originally manufactured and distributed its products through two wholly-owned Chinese subsidiaries, Jiangxi Jiezhong Bio-Chemical Pharmacy Company Limited (“JJB”) and Yangbian Yiqiao Bio-Chemical Pharmacy Company Limited (“YYB”). However, JPI sold its interest in YYB during June 26, 2009 and on September 29, 2009, we deconsolidated JPI due to the inability to exercise significant influence of its operations (See “Discontinued Operations” and “Deconsolidation” below). In connection with the deconsolidation, we reclassified our China pharmaceutical manufacturing and distribution business (conducted through our JPI subsidiary) as a business investment, rather than a consolidated operating subsidiary.

On September 25, 2009, we changed our corporate name from “AMDL, Inc.” to “Radient Pharmaceuticals Corporation,” because we believe Radient Pharmaceuticals as a brand name has considerable market appeal and reflects our new corporate direction and branding statements.

We are now actively engaged in the research, development, manufacturing, sale and marketing of our ONKO-SUREtm, a proprietary IVD Cancer Test in the United States, Canada, Chile, Europe, India, Korea, Taiwan, Vietnam and other markets throughout the world. Virtually all of our sales are to distributors.

We manufacture and distribute our proprietary ONKO-SUREtm cancer test kits at our licensed manufacturing facility located at 2492 Walnut Avenue, Suite 100, in Tustin, California. We are a United States Food and Drug Administration (“USFDA”), GMP approved manufacturing facility. We maintain a current Device Manufacturing License issued by the State of California, Department of Health Services, Food and Drug Branch.

Discontinued Operations and Dispositions

On January 22, 2009, our board of directors authorized management to sell the operations of YYB and it was sold on June 26, 2009. Proceeds from the sale of YYB consisted of a note receivable in the amount of 16 million Yuan Renminbi (“RMB”) (approximately U.S. $2,337,541), which is to be paid directly to a bank that JPI owed approximately 18,250,000 RMB (approximately U.S. $2,668,000) at the date of sale. In connection with the sale, JPI transferred rights to certain land and land use rights upon sale. JPI remains liable on the debt obligation to the bank for any amounts not paid by the buyer of YYB, as such obligation did not pass directly to the buyer.

Deconsolidation

During the third quarter of 2009, it became apparent to our management that our working relationship with management of our operations in China was becoming increasingly strained. Accordingly, we deemed it appropriate to seek alternative means of monetizing our investment. There were several issues that caused us to conclude accordingly, including, but not limited to:

 
Lack of responsiveness by the management in China to our requests for financial information;

 
Lack of  responsiveness by management in China to our requests to transfer our funds to bank accounts under corporate control;
 
 
 
 
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Lack of timely communication with their corporate management concerning significant decisions made by management in China concerning the disposal of the YYB subsidiary; and

 
Lack of timely communication with corporate officers concerning operations in China.

Effective September 29, 2009, based on unanimous consent of our board of directors and an executed binding agreement (the “Agreement”) between us and certain individual stockholders in China, we deconsolidated all activity of JPI.

Based on the Agreement and in accordance with current accounting guidelines, we deconsolidated JPI as of the date we ceased to have a controlling financial interest, which was effective September 29, 2009. In accordance with the Agreement, we agreed to exchange our shares of JPI for 28,000,000 non-voting shares of preferred stock, which represents all outstanding shares of preferred stock, relinquished all rights to past and future profits, surrendered our management positions and agreed to a non-authoritative minority role on the board of directors.

Despite the deconsolidation of JPI on September 29, 2009, we still believe JPI has a promising future. We hope that we will be able to sell off a portion or all of our ownership in JPI during the next 24 months. Alternatively, we will seek an exit from our investment at or after any public listing in China. We may also retain all or a portion of our remaining equity stake in JPI, if ownership continues to look promising.
 
Elleuxe Brand of Premium Anti-Aging Skin Care Products

We now intend to license or sell off our Elleuxe brand of cosmetic products that were originally developed by JPI in 2008, based upon their HPE anti-aging therapeutic products. We have reformulated these products for international markets under the brand name Elleuxe. The Elleuxe family of products is a therapeutic, high-end skin care product line based on the active ingredient ‘Elleuxe Protein” — our proprietary active ingredient that offers cell renewing properties designed to minimize the appearance of aging.

The initial Elleuxe product line includes:

 
Hydrating Firming Cream

 
Renergie Hydrating Cleanser

 
Intense Hydrating Cleanser

 
Visable Renewing Hydrating Softener

 
Smoothing Renewing Eye Moisturizer

IVD DIAGNOSTICS DIVISION

IVD Industry and Market

The receipt of USFDA approval for marketing our proprietary ONKO-SUREtm cancer test kit in July 2008, has given us significant visibility in the in-vitro diagnostics (“IVD”) industry. The growth of the IVD marketplace has been driven by an increase in the incidence of cancer, other chronic and infectious diseases, emerging technologies and increasing patient awareness. The world market for IVD tests for cancer is expected to grow at nearly 11% annually and could reach nearly $8 billion by the end of 2012. (Kalorama Research Group: 2008)


 
 
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ONKO-SUREtm

We are the developer and worldwide marketer of ONKO-SUREtm, non-invasive cancer blood test kit. On July 8, 2009, we changed the brand name of our in-vitro diagnostic cancer test from DR-70tm to the more consumer friendly, trademarked brand name “ONKO-SUREtm,” which we believe communicates it as a high quality, innovative consumer cancer test. We also installed a new tag line — “The Power of Knowing” — which communicates to cancer patients and their physicians that the test is effective in assessing whether a patient’s cancer is progressing during treatment or is in remission. In clinical trials, the ONKO-SUREtm test kit has demonstrated its ability to detect the presence of certain cancers in humans 84 percent of the time overall. ONKO-SUREtm is a simple, non-invasive blood test used for the detection and/or monitoring of 14 different types of cancer including: lung, breast, stomach, liver, colon, rectal, ovarian, esophageal, cervical, trophoblastic, thyroid, malignant lymphoma, and pancreatic. ONKO-SUREtm can be a valuable diagnostic tool in the worldwide battle against cancer, the second leading cause of death worldwide. ONKO-SUREtm serves the IVD cancer/oncology market which, according to Bio-Medicine.org, is growing at an 11% compounded annual growth rate.

The ONKO-SUREtm test kit is a tumor-marker, which is a biochemical substance indicative of neoplasia, potentially specific, sensitive, and proportional to tumor load, used to screen, diagnose, assess prognosis, follow response to treatment, and monitor for recurrence. As ONKO-SUREtm test kit is a non-invasive blood test, there are no side effects of the administration of the test. As with other cancer diagnostic products, false positive and false negative test results could pose a small risk to patient health if their physician is not vigilant in following up on the ONKO-SUREtm test kit results with other clinically relevant diagnostic modalities. While the ONKO-SUREtm test kit is helpful in diagnosing whether a patient has cancer, the attending physician needs to use other testing methods to determine and confirm the type and kind of cancer involved.

The ONKO-SUREtm test kit can be added easily and inexpensively to the pre-existing line of ELISA-based diagnostics performed routinely by clinical laboratories throughout the world. Furthermore, the ONKO-SUREtm test kit can be used in place of more costly and time consuming diagnostic tests. In clinical trialsin China, Germany, Taiwan and Turkey, ONKO-SUREtm has been used as a screen for multiple cancers while only needing a single blood sample. A positive ONKO-SUREtm value is then followed with other diagnostic tests to determine the specific type of cancer.

We developed the next generation version of the ONKO-SUREtm test kit, and in 2009, we entered into a collaborative agreement with the Mayo Clinic to conduct a clinical study to determine whether the new version of the kit can lead to improved accuracy in the detection of early-stage cancer.

The Company’s ONKO-SUREtm cancer test kits are currently sold in the form of a 96 well test plate, which, after standards are applied, 43 individual tests can be run in duplicate. These tests are typically run in a reference laboratory with test results determined by using a micro-titer reading analyzer. Results are sent to the attending physician who then relays those results to the patient. Typically, a patient can receive results within 3-5 days from the blood draw date.

Because the ONKO-SUREtm test kit is a non-invasive blood test, there are no side effects of the administration of the test. As with other cancer diagnostic products, false positive and false negative test results could pose a small risk to patient health if the physician is not vigilant in following up on the ONKO-SUREtm test kit results with other clinically relevant diagnostic modalities. While the ONKO-SUREtm test kit can be helpful in diagnosing whether a patient has cancer, the attending physician needs to use other testing methods to determine and confirm the type and kind of cancer involved.

ONKO-SUREtm Test Kit Sales and Licensing Strategy

We are seeking to engage additional distributors who will sell to reference and clinical laboratories in the U.S. and other countries to make the ONKO-SUREtm test kit available to physicians and patients. Our objectives regarding the development, marketing and distribution of our ONKO-SUREtm test kit are to:

 
obtain international approvals;

 
develop new distribution channels in new markets;

 
distribute greater quantities of kits in approved markets;
 
 
 
 
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fully utilize our GMP manufacturing facilities in the U.S. to foster worldwide sales;

 
automate the ONKO-SUREtm test kit; and

 
eventually create a “rapid test” format of ONKO-SUREtm test kit to extend sales into rural areas and POL (physician owned labs).

We adopted a licensing strategy for the commercialization of ONKO-SUREtm test kit. Our licensing strategy is common in the diagnostics industry as it maximizes market penetration on the installed base of instruments of one or more partners and facilitates quick market uptake and higher peak sales due to potential joint marketing efforts.

During 2009, we entered into the following distribution agreements:

 
Exclusive five-year distribution agreement with Grifols USA, LLC. This distribution agreement allows Grifols USA, LLC to market and sell ONKO-SUREtm for the monitoring of colorectal cancer to hospitals, clinical laboratories, clinics and other health care organizations.

 
Exclusive two-year distribution agreement with Tarom Applied Technologies Ltd for the marketing and sales of ONKO-SUREtm in Israel.

 
Two distinct exclusive five year distribution agreement with GenWay Biotech, Inc. This distribution agreement allows Genway Biotech, Inc, to market and sell ONKO-SUREtm for uses other than colorectal cancer to CLIA-certified laboratories in the US and as a lung cancer screen to laboratories in Canada.

In addition, ONKO-SUREtm test kits are currently being sold to one diagnostic reference laboratory in the U.S. Foreign distributors have the potential for transferring the tests onto their respective diagnostics platform(s), develop test kits that can be shipped to diagnostics laboratories to perform the test, run any additional clinical trials and seek additional regulatory approval for the new combination of the test kits and the instrument. At this time, through our distributors we have had only limited sales of these test kits outside the United States.

There may be factors that prevent us from further developing and marketing the ONKO-SUREtm test kit. We cannot guarantee that the ONKO-SUREtm test kit will be commercially successful in either the U.S. or internationally. Clinical trials results are frequently susceptible to varying interpretations by scientists, medical personnel, regulatory personnel, statisticians and others, which may delay, limit or prevent further clinical development or regulatory approvals of a product candidate. Also, the length of time that it would take for us to complete clinical trials and obtain regulatory approval for product marketing may vary by product and by the intended use of a product. We cannot predict the length of time it would take to complete necessary clinical trials and obtain regulatory approval in any other country.

ONKO-SUREtm Test Kit Competition

We have only had limited sales of ONKO-SUREtm test kit to our distributors outside the United States. We are dependent on our distributors’ financial ability to advertise and market the ONKO-SUREtm test kit in those countries where we have distributors. A number of domestic and international companies are in indirect competition with us in all of these markets. Most of these companies are larger, more firmly established, have significant marketing and development budgets and have greater capital resources than us or our distributors. Therefore, there can be no assurance that we will be able to achieve and maintain a competitive position in the diagnostic test industry.

Many major medical device manufacturers, including Abbott Diagnostics, Baxter Healthcare Corp., Beckman Diagnostics, Boehringer Mannheim, Centocor, Diagnostic Products Corporation, Bio-Rad Laboratories, Roche Diagnostic Systems, Sigma Diagnostics and others, are manufacturers or marketers of other diagnostic products. We are not aware of any efforts currently being devoted to development of products such as ONKO-SUREtm test kit; however, there can be no assurance that such efforts are not being undertaken without our knowledge. We believe that most of the diagnostic products currently manufactured by other companies are complementary to ONKO-SUREtm test kit. Moreover, such companies could develop products similar to our products and they may be more successful than we may be in marketing and manufacturing their products. In addition, there are a number of new technologies in various stages of development at the National Institute of Health, university research centers and at other companies for the detection of various types of cancers, e.g., identification of proteomic patterns in blood serum that distinguishes benign from cancerous conditions, which may compete with our product.
 
 
 
 
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U.S. based ONKO-SUREtm Test Kit Manufacturing

We manufacture our ONKO-SUREtm test kit at our licensed manufacturing facility located at 2492 Walnut Avenue, Suite 100, in Tustin, California.

In December 2003, our facilities in Tustin, California became CE compliant. Our ONKO-SUREtm test kit conforms to the essential requirements of the CE Mark, which is required to sell our product in the European Union (“EU”). The CE Mark is recognized around the world as an indication of quality practices and is referred to as the “Trade Passport to Europe” for non-EU products. As of January 2004 we became EN ISO 1345 compliant, which is important for sales internationally.

In July 2008, the USFDA inspected our facilities and found no deficiencies. We were found to be compliant with USFDA Regulations. All of our OEM products are Class I (GMP not required) or Class II (GMP required, as defined by the USFDA guidelines) devices and our facilities meet the GMP requirements for each of our OEM products. We are also licensed to manufacture our proprietary products and to repackage our OEM products at our Tustin location.

Regulatory Approval and Clinical Trials of the ONKO-SUREtm Test Kit

The ONKO-SUREtm test kit is subject to specific USFDA rules applicable to IVD products. Prior to marketing ONKO-SUREtm test kit in the U.S., we were required to make a pre-market application to prove the safety and efficacy of the products and to comply with specified labeling requirements for IVD products for human use. We received a determination letter on July 3, 2008 from the USFDA approving our application to market ONKO-SUREtm test kit as an immunology and microbiology device to monitor colorectal cancer under the category “Tumor Associated Antigens Immunological Test System” as a Class II IVD device. USFDA clearance to market was based upon data showing that the ONKO-SUREtm test kit has the ability to monitor the progression of colorectal cancer post-surgery in patients who are biopsy confirmed with this disease. This announcement marks the first clearance to market a colorectal monitoring product that the USFDA has granted since January 14, 1982 when Carcinoembryonic Antigen (CEA) was approved. Until now, the CEA test has been the only accepted method cleared in the U.S. Thus, ONKO-SUREtm test kit offers a new test that can monitor colorectal tumors post-surgery.

We must abide by the listing rules of the USFDA. We have established our Quality System Regulation in accordance with applicable regulations and were most recently inspected in July 2008. Our Quality System Regulation program contains applicable complaint provisions that we believe meet the USFDA’s requirements for Medical Device Reporting, and we have experienced no incidents or complaints to date. We also have implemented procedures for preventive and corrective action and changed our packing and shipping method once in 2002 to improve protection of our product.

Although we received USFDA approval to market ONKO-SUREtm test kit in the U.S., we have a limited supply of the horseradish peroxidase (“HRP”)-conjugated anti-fibrin and fibrinogen degradation (“FDP”) antibody component currently used for the approved ONKO-SUREtm test kit. Because of the limited supply of the current antibody, we have determined it is in our best interest to change to a HRP-conjugated anti-FDP antibody. We are currently screening six commercially available conjugated antibodies to substitute into the current ONKO-SUREtmtest kit and one that we have produced and conjugated ourselves. The anti-FDP antibody that we produced ourselves has performed well in pilot studies and will likely be used in our next generation ONKO-SUREtm test kit. In addition, our next generation ONKO-SUREtm test kit will be automated using the Dynex DS2 open platform ELISA system for ease of commercialization. If the antibody substitution significantly improves ONKO-SUREtmtest kit performance, we will be required to change the reported sensitivity and specificity of the ONKO-SUREtm test kit. Because of these changes and modifications, we will likely have to submit a new 510(k) premarket notification application, but can continue to sell the existing kit until our current antibody supply is exhausted. If the new antibody does not significantly affect the clinical performance of the test, we can likely substitute it into the currently approved kit without filing a new 510k.
 
 
 
 
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In addition to the USFDA regulation and approval process, each foreign jurisdiction may have separate and different approval requirements and processes. We previously applied for approval of the ONKO-SUREtm test kit in China, however, in June 2007, the Chinese approval process fundamentally changed. Under the new guidelines, the SFDA is unlikely to approve the marketing of the ONKO-SUREtm test kit without the following: approval by the USFDA (obtained July 2008) and sufficient clinical trial data in China. We engaged Jyton & Emergo Medical Technology, Inc. (Beijing, China), an international regulatory affairs and clinical research consulting group, to assist with the ONKO-SUREtm test kit clinical trials in China and with filing the SFDA application for the ONKO-SUREtm test kit. Along with Jyton & Emergo, we completed a Chinese-language application to support the ONKO-SUREtm test kit, and we met with the Director of Medical Device Evaluation for the SFDA to define our clinical trial requirements. In order to obtain SFDA approval, we would need to perform clinical testing of the ONKO-SUREtm test kit test for 1,000 patients in China at SFDA approved hospitals. We have terminated the services of a local Chinese company that was engaged to facilitate SFDA approval and we do not intend to undertake any clinical trials in China in 2010. Therefore, we cannot accurately predict when clinical trials will be completed or when SFDA approval might be obtained.

Our distribution agreements require our distributors to obtain the requisite approval and clearance in each jurisdiction in which they sell products. In our experience, once a foreign approval is obtained, it is generally renewed on a periodic basis, annually or otherwise. In certain territories, distributors can sell under limited circumstances prior to approval and in other territories no formal approval is required. On December 20, 2000, the Medical Devices Agency of United Kingdom Department of Health issued a letter of no objection to the exportation of our ONKO-SUREtm test kit from the U.S. to the United Kingdom, allowing ONKO-SUREtm test kit to be sold in the United Kingdom. In late 2006, Mercy Bio Technology Co., Ltd., our distributor in Taiwan, received Department of Health approval to market the ONKO-SUREtm test kit in Taiwan. We have also received regulatory approval to market the ONKO-SUREtm test kit in South Korea and import and market the ONKO-SUREtm test kit in Australia. In Canada, ONKO-SUREtm test kit is approved as a screening device for lung cancer only. ONKO-SUREtm test kit also has the CE mark from the European Union for sale in Europe as a general cancer screen.

Obtaining regulatory approval in the U.S. for our ONKO-SUREtm test kit was costly, and it remains costly to maintain. The USFDA and foreign regulatory agencies have substantial discretion to terminate clinical trials, require additional testing, delay or withhold registration and marketing approval and mandate product withdrawals. In addition, later discovery of unknown problems with our products or manufacturing processes could result in restrictions on such products and manufacturing processes, including potential withdrawal of the products from the market. If regulatory authorities determine that we have violated regulations or if they restrict, suspend or revoke our prior approvals, they could prohibit us from manufacturing or selling our products until we comply, or indefinitely.

Collaboration with Mayo Clinic

We entered into a Collaboration Agreement on December 12, 2008 with the Mayo Clinic to conduct a clinical study for the validation of our next generation version of its USFDA-approved ONKO-SUREtm test kit. Through the validation study, the Mayo Clinic in conjunction with us will perform clinical diagnostic testing to compare our USFDA-approved ONKO-SUREtm test kit with a newly developed, next generation test. The Mayo Clinic is providing the bio-specimens to perform the study of approximately 1,000 subjects. The primary goal of the study to be undertaken in collaboration with Mayo Clinic is to determine whether our next generation ONKO-SUREtm test kit serves as a higher-performing test to its existing predicate test and can lead to improved accuracy in the detection of early-stage cancers. The total costs of the study and related project fees are $312,072 under the contract.  Before any trials can be undertaken, the next generation test kit must be designed, validated and tested by us. The next generation version of ONKO-SURE is currently under product development in collaboration with the Mayo Clinic. The Mayo Clinic has provided clinical samples for a research project to address the effectiveness of the next generation ONKO-SURE test relative to the current ONKO-SURE test at early-stage colorectal cancer detection. We anticipate completion of this trial within a year after the trial is designed and validated. The results of this study would contribute to, but are not solely sufficient for a new 510k filing for USFDA clearance of the next generation test. We need to obtain and test serial, monitoring samples from colorectal cancer patients in order to file a 510k as a colorectal cancer monitoring test.

 
 
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ONKO-SUREtm Test Kit Research and Development

During the years ended December 31, 2009 and 2008, we incurred expenses of $563,690 and $194,693, respectively, in research and development costs related to the USFDA and SFDA applications for approval of our ONKO-SUREtm test kit.

Reimbursability of Our IVD Products

We recognize that health care cost reimbursement under private and government medical insurance programs is critical to gaining market share in any of the markets where we intend to sell our IVD products. Thus, we are currently seeking approval for reimbursement in the U.S., Korea and Taiwan for our ONKO-SUREtm test kit. In the future, we plan to also seek reimbursement approval in other countries for our ONKO-SUREtm test kit and any other products we may acquire or develop in the future.

CHINA-BASED INTEGRATED PHARMACEUTICALS

Through JPI, we formally manufactured and distributed generic and homeopathic pharmaceutical products and supplements as well as cosmetic products. JPI acquired the businesses currently conducted by JJB and YYB in 2005 along with certain assets and liabilities of a predecessor to JJB (Jiangxi Shangrao KangDa Biochemical Pharmacy Co. Ltd).

We sold YYB on June 26, 2009. The decision was based on a variety of factors, including the expiration of YYB’s GMP certification in March 2009, our estimates of the capital investment required to obtain recertification of the facility, our desire to redeploy amounts invested in the YYB facility into higher growth and/or potentially more profitable opportunities, and our desire to consolidate JPI’s manufacturing in Jiangxi province, China.

JJB is wholly-foreign owned enterprise (“WFOE”). WFOEs are limited liability companies established under Chinese Company Law that are exclusively owned by foreign investors. WFOEs are used to, among other things: enable local China based entities to carry on business in China, rather than operate in a representative capacity; acquire land use certificates to own and operate facilities in China; employ persons in China; hold intellectual property rights; protect intellectual property and proprietary technology; and issue invoices to their customers in RMB and record revenues in RMB, but convert the profits into U.S. dollars for distribution to their parent company outside China. There are also potential disadvantages of operating as a WFOE, including, but not limited to, unlimited liability claims arising from the operations in China and potentially less favorable treatment from governmental agencies than would be afforded to those entities operating with a Chinese partner.
 
Effective September 29, 2009 (the “Effective Date”), based on unanimous consent of the Company’s board of directors and an executed binding agreement (the “Agreement”) between the Company and Henry Jia, Frank Zheng and Yuan Da Xia (collectively, the “JPI Shareholders”), the Company deconsolidated all activity of JPI.
 
Based on the Agreement and in accordance with current accounting guidelines, the Company deconsolidated JPI as of the date the Company ceased to have a controlling financial interest, which was effective September 29, 2009. In accordance with the Agreement, the Company relinquished all rights to past and future profits, surrendered its management positions and agreed to non-authoritative minority role on its board of directors.  Accordingly, it was determined that we did not maintain significant influence over the investee and, accordingly, have recorded such investment in accordance with the cost method.  Although, we maintain significant economic ownership in JPI, based on our evaluation of our lack of ability to influence, lack of a role in policy and decision making, no significant planned intercompany activity, among other things, we concluded that it would not be appropriate to account for such investment in consolidation or under the equity method of accounting.
 
Overview of JPI’s Business

Historically, JJB has primarily been a manufacturer and distributor of large and small volume injectible fluids as well as other products for external use. YYB, on the other hand, used to manufacture tablets, capsules and other over-the-counter pharmaceutical products, but is no longer manufacturing any of these products.

During 2008, we conducted a significant marketing campaign for our Goodnak/Nalefen Skin Care Human Placental Extract (“HPE”) products. HPE Solution was our largest selling product in 2008. We are now preparing to market HPE-based cosmetics in various formulations under the product name “ELLEUXE”. We hired a US-based cosmetics laboratory to adapt the Chinese cosmetic formulations for the US-market. Safety and effectiveness testing will be performed by a US-based laboratory with GMP and Good Laboratory Practice approvals, such that all required regulatory approvals can be obtained. We believe these products offer a significant opportunity both in China and the United States, as well as other markets. We now anticipate licensing or selling off the Elleuxe brand of skin care products.


 
 
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JPI’s Product Lines

JJB currently manufactures ten unique therapeutic and cosmetic HPE-based anti-aging products in China including:

 
HPE Solutions

 
Domperidone Tablets

 
Compound Benzoic Acid and Camphor Solution

 
Diavitamin, Calcium and Lysine Tablets

 
Levofloxacin Lactate Injection

 
Guyanling Tablets

 
GS Solution

 
GNS Solution

 
NaCL Solution

JPI’s China Business Strategy

General

JPI is attempting to establish distribution agreements with large pharmaceutical distributors in the larger cities and provinces in China. JPI is also developing new products for distribution in China. JPI sells Goodnak and other anti-aging and skin care products through JJB’s existing distribution channels in China.

JPI sells in approximately 36 markets, utilizing approximately 50 third-party distributors. In those 36 markets, each had approximately 1.5 distributors per market on average. In those markets, distributors have preferred and/or exclusive distribution relationships for select products that JPI provides.

Currently, distributors are distributed geographically as follows:

 
 
 
Geographic
Location — China
 
Southeastern
    38 %
Northeastern
    31 %
Central
    14 %
Southwestern
    13 %
North
    4 %

Marketing and Sales of JPI’s Products

JJB and YYB together had established a marketing program consisting of approximately forty sales managers and a network of distributors who market JJB’s and YYB’s products.

JPI’s subsidiary, JJB, sells directly to hospitals and retail stores and indirectly to other customers through distributors.

        Most of JPI’s revenues were derived from JJB’s products. For the period January 1, 2009 through September 29, 2009 and year ended December 31, 2008, sales to one customer comprised approximately 20% of JJB’s net revenues, respectively.
 
 
 
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Manufacturing of JPI Products

JPI utilizes the services of more than 200 small suppliers. No raw materials are imported for their pharmaceutical manufacturing operations and no finished products are currently exported out of China. All raw materials are stored at the facilities and JPI has not experienced any difficulty in obtaining raw materials for their manufacturing operations. The average cost to manufacture JPI’s products in 2009 was approximately 48%, but the gross margins vary slightly from product to product.

JPI’s Competition

JPI competes with different companies in different therapeutic categories. For example, with regard to large and small volume injection fluids, JJB primarily competes with Jiangxi Zhuhu Pharmaceutical Company and Jiangxi Pharmaceutical Company, which are both located in the Jiangxi Province. They manufacture large and small volume injection fluids, tablets and tinctures and related product include generics, over-the-counter and supplement pharmacy products. There are at least 70 companies in China approved by the SFDA to manufacture large and small volume injection fluids. JJB competes with numerous companies with respect to its tablet products, as these are common over the counter pharmaceuticals. Most of these companies are larger, more established and have significant marketing and development budgets and have greater capital resources than JJB. Therefore, there can be no assurance that JJB will be able to achieve and maintain a competitive position in this market.

JPI’s Research and Development

In the past, JJB and YYB entered into joint research and development agreements with outside research institutes, but all of the prior joint research agreements have expired. Also, JJB and YYB generally required the licensor of new products provide all of the research and development for new products that they licensed.

JJB has historically introduced new products by acquiring generic drug production technical information to be used in JJB’s SFDA generic drug applications to manufacture the new products. This information is acquired from third party specialty pharmaceutical product development companies, such as Jiangxi YiBo Medicine Technology Development, Ltd. (“YiBo”). In the past, JJB has purchased technical specifications from YiBo for approximately 10 new products through installment purchase transfer contracts (“New Medicine Transfer Contracts” or “MTCs”). In exchange for specified payments, these MTCs typically provide for one or more of the following: (a) transfer of any technical information related to the production of a new product, (b) product formulations, (c) a products manufacturing process, and (d) clinical data collection. In the event that JJB is unable to obtain SFDA approval to manufacture the product, YiBo will provide an alternate product formulation such that JJB can again apply for manufacturing rights with the SFDA.

JJB records payments made on MTCs as “Deposits” until a permit is issued by the SFDA to manufacture the new product. Once the permit to manufacture is issued, the amounts paid are then reclassified as intangible assets with defined lives subject to amortization. For intangible assets with definite lives, tests for impairment are performed if conditions exist that indicate the carrying value may not be recoverable or if no production of the product has taken place after a reasonable period of time.

JJB believes that it had no significant impairments of the amounts included in intangible assets for new products, individually or in the aggregate. However, it is possible that JJB may experience impairments of some of its intangible assets in the future, which would require JJB to recognize impairment charges and ultimately impair our investment in JPI.

JPI’s Product Development

JPI currently has applied with the SFDA for manufacturing rights to produce a number of generic drug products. JPI continues to search for new products to ensure a pipeline of products for future growth.

 
Pidotimod Tablets (an anti-aging product)
 
 
 
 
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Epinastine Tablets (allergy product)

 
Paclitaxel (a cancer medication)

 
Creatine Phosphate Sodium Injections (a heart medicine)

 
Drotaverrine Hydrochloric (a chemotherapy therapeutic product)

 
Diammonium Glycyrrhizinate (a chemotherapy therapeutic product)

Additionally, YiBo is developing an HPE Capsule (anti-aging product) on JJB’s behalf. JJB has not yet applied to the SFDA or other regulatory agencies for required approvals or licenses to manufacture this product.

Chinese Pharmaceutical Regulations

Pursuant to Article 9 of the Law of China on Pharmaceutical Administration (“China Law”), pharmaceutical manufacturing enterprises must organize production according to the statutory administrative criteria on quality of pharmaceuticals formulated by the supervisory and administrative departments in charge of pharmaceuticals of the State Council. The SFDA requires that all facilities engaged in the manufacture of pharmaceutical products obtain the Good Manufacturing Practice (“GMP”) certification that meet the requirements of the China Law. JJB’s facility was renovated in 2009 and was issued GMP certificates necessary to conduct current operations.

In addition, under Article 31 of China Law, each entity manufacturing pharmaceuticals must receive the approval of the supervisory and administrative departments in charge of pharmaceuticals of the State Council and receive a serial approval number to manufacture a specific pharmaceutical. JJB has product licenses to manufacture all of the products they currently manufacture. JJB is also subject to the Food Sanitation Law providing standards in sanitation for the consumption or injection of foods.

JJB operates in two locations, which together total approximately 200,000 square feet of manufacturing facilities in Shangrao, Jiangxi Province, China.

JJB was notified by the Chinese Military Department of its intent to annex one of JJB’s plants that is located near a military installation. The proposed area to be annexed contains the facilities that are used to manufacture large and small volume parenteral solutions. Discussions regarding annexation are proceeding and we expect that JJB will be compensated fairly for the facility upon annexation. JJB intends to find a new single center site in Jiangxi Province, China to relocate its operations and combine them with any operations related to any product lines retained from YYB’s manufacturing, sales and distribution operations after the sale of YYB. We may have to spend significant time and resources finding, building and equipping the new location and restarting those operations. In addition, such new facilities will need to obtain GMP certification for all manufacturing operations.

CANCER THERAPEUTICS

Combination Immunogene Therapy

In August 2001, we acquired a combination immunogene therapy technology (“CIT”) that may be effective in building a cancer patient’s immune system and could eventually lead to a vaccine to protect patients known to be at risk because of a family history for certain types of cancer. CIT is intended to build the body’s immune system and destroy cancer cells. This technology involves injecting the cancer patient’s tumor with a vector carrying both a granulocyte-macrophage colony stimulating factor and a t-cell co-stimulating factor, thereby activating an immune response against the cancer cells. We are actively seeking additional pharmaceutical or biotechnology strategic partners with whom to form a joint venture or otherwise license our CIT technology.
 
 
 
 
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Preliminary tests in Canada conducted on mice injected with human skin and brain cancers indicated that the CIT technology can be effective. Additionally, Phase 1 clinical trials have been completed in Canada. We funded a study conducted by Dr. Lung-Ji Chang at the University of Florida to target breast cancer with a goal of ultimately developing a vaccine using the CIT technology. We believe the technology may have potential for fighting several types of cancer by enhancing one’s immune system, thereby increasing the number of cells that naturally destroy cancer. We also acquired from Dr. Chang other technology relating to a humanized mouse model for the evaluation of anti-human tumor immunity and the identification of immuno-modulating genes. We are not currently conducting any trials using our CIT technology. No assurances can be given that any of these activities will lead to the development of any commercial products or vaccines or that USFDA approval will be obtained for any use of CIT technology.

On February 22, 2002, AcuVector Group, Inc. (“AcuVector”) filed a Statement of Claim in the Court of Queen’s Bench of Alberta, Judicial District of Edmonton, Canada relating to our CIT technology acquired from Dr. Chang in August 2001. AcuVector, a former licensee of Dr. Chang, claims that the terminated license agreement is still in effect. AcuVector is seeking substantial damages and injunctive relief against Dr. Chang and CDN$20,000,000 in damages against us for alleged interference with the relationship between Dr. Chang and AcuVector. The claim for injunctive relief seeks to establish that the AcuVector license agreement with Dr. Chang is still in effect. We performed sufficient due diligence at the time we acquired the technology to permit us to conclude that AcuVector had no interest in the technology when we acquired it. Although the case is still in the early stages of discovery, we believe that AcuVector’s claims are without merit and that we will receive a favorable judgment.

We are also defending a companion case filed in the same court by the Governors of the University of Alberta against us and Dr. Chang. The University of Alberta claims, among other things, that Dr. Chang failed to remit the payment of the University’s portion of the monies we paid to Dr. Chang for the CIT technology we purchased from Dr. Chang in 2001. In addition to other claims against Dr. Chang relating to other technologies developed by him while at the University, the University also claims that we conspired with Dr. Chang and interfered with the University’s contractual relations under certain agreements with Dr. Chang, thereby damaging the University in an amount which is unknown to the University at this time. The University has not claimed that we are not the owner of the CIT technology, just that the University has an equitable interest therein or the revenues there from.

Accordingly, if either AcuVector or the University is successful in their claims, we may be liable for substantial damages, our rights to the technology will be adversely affected, and our future prospects for exploiting or licensing the CIT technology will be significantly impaired.

In February 2009, we submitted a Response to Final Office Action in support of USPTO Application number 10/785,577 entitled “Combination Immunogene Therapy” that was filed February 23, 2004. We have not received any further indication, or comments, from the USPTO as to the outcome of our application, but remain optimistic about the likelihood of patent approval.

On April 1, 2010 we entered into an exclusive 5-year collaboration agreement with Jaiva Technologies, Inc. (“JTI”). Under the terms of the agreement, JTI will collaborate with clinical laboratories, hospitals and physicians in India to conduct clinical trials for RPC’s CIT technology. Additionally, JTI will support RPC in securing Indian government approval for the use of the CIT technology as a cancer therapy and vaccine throughout the country. JTI is a US-based multinational biotechnology company focused on the research and development, distribution, marketing and sales of promising third-party healthcare technology products, including RPC’s CIT cancer therapy and vaccine. JTI has agreed to underwrite any and all costs associated with its undertakings in India to commercialize our CIT technology. These cost could well exceed US$1.4 million. Both parties understand that JTI may raise additional capital from third parties to underwrite a portion or all of these costs. Although JTI anticipates being able to underwrite any and all costs directly or by raising capital from various third parties, no guarantee to this provision is provided by JTI. Both parties agree that any net profits derived by JTI or any of its partners or affiliates, as a result of any commercialization of our CIT technology, will be equally split between the parties.

OUR ONKO-SUREtm AND CIT PATENTS

Success in our business divisions depends, in part, on our ability to obtain U.S. and foreign patent protection for our products, preserve our trade secrets, and operate without infringing upon the proprietary rights of third parties.
 
 
 
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The U.S. Patent and Trademark Office has issued to us two patents which describe methods for measuring ring-shaped particles in extra-cellular fluid as a means for detecting cancer. Our patent for a method of detecting the tumors using ring shaped particles as a tumor marker was issued on October 17, 1995 and expires on October 17, 2012. Our patent for a method for detecting the presence of ring shaped particles as tumor markers was issued on June 3, 1997 and expires on June 3, 2014. We have three additional patent applications pending in the U.S. with respect to our methodology for the ONKO-SUREtm tumor-markers as reliable indicators of the presence of cancer. In addition, we have one patent based on our methodology for the ONKO-SUREtm tumor marker pending in Europe.

In August 2001, we acquired intellectual property rights and an assignment of a U.S. patent application covering CIT technology for $2,000,000. The technology was purchased from Dr. Lung-Ji Chang, who developed it while at the University of Alberta, Edmonton, Canada. A U.S. patent was issued on May 4, 2004, expires on April 9, 2017, and claims a vector composition comprising a gene encoding the B7-2 protein in combination with an additional modulating protein, GMCSF. In 2004, we also filed a continuation patent application on the CIT methodology. In February 2009, we submitted a Response to Final Office Action in support of USPTO application number 10/785,577 entitled “Combination Immunogene Therapy” that was filed February 23, 2004. We abandoned this continuation patent application in early 2009.

On November 21, 2001, Singapore granted our patent containing claims to the CIT technology. Singapore is a “registration only” jurisdiction, which means that patent applications are not substantively reviewed prior to grant. However, the patent is enforceable in Singapore, but the validity of such patents is determined by their courts. In November 2006, we were issued a patent in Australia on our CIT technology claims covering the gene therapy method for treating cancer using an expression vector comprising a gene encoding the B7-2 protein in combination with an additional modulating protein.

In early 2003, Australia granted us a patent for our humanized mouse model technology acquired from Dr. Chang. This technology is a research tool suitable for the evaluation of anti-human tumor immunity and the identification of immuno-modulating genes. In March 2007, Israel granted us a patent for our humanized mouse model. Patents that are based on the humanized mouse model are pending in the following countries: Canada, Europe, Japan, and Singapore.

On June 19, 2001, a U.S. patent was issued on a technology for evaluation of vaccines in animals which was also acquired from Dr. Chang. This patent expires on December 25, 2017.

There can be no assurance however, that any additional patents will be issued to us, or that, if issued, the breadth or degree of protection of these patents will be adequate to protect our interests. In addition, there can be no assurance that others will not independently develop substantially equivalent proprietary information or obtain access to our know-how. Further, there can be no assurance that others will not be issued patents which may prevent the sale of our test kits or require licensing and the payment of significant fees or royalties by us in order for us to be able to carry on our business. Finally, there can be no guarantee that any patents issued to or licensed by us will not be infringed by the products of others. Defense and prosecution of patent claims can be expensive and time consuming, even in those instances in which the outcome is favorable to us. If the outcome is adverse, it could subject us to significant liabilities to third parties, require us to obtain licenses from third parties or require us to cease research and development activities or sales.

EMPLOYEES

As of April 10, 2009, we had 7 full-time employees in the U.S. We supplement our permanent staff with temporary personnel. Our employees are neither represented by a union nor subject to a collective bargaining agreement, and we consider our relations with our employees to be favorable. We have entered into certain agreements with our employees regarding their services. We utilize the services of consultants for safety testing, regulatory and legal compliance, and other services.
 
 
 
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EXECUTIVE OFFICES

Our executive offices are located at 2492 Walnut Avenue, Suite 100, Tustin, California 92780, telephone number (714) 505-4460. In September 2001, we registered our common stock under the Securities Exchange Act of 1934 and listed on the NYSE Amex exchange under the symbol RPC. You may review any of our public reports or information on file with the SEC at the SEC’s Public Reference Room at 100 F Street N.E., Room 1580, Washington, D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 or review our reports at http://www.sec.gov. Information located on, or accessible through, our website is not incorporated into this filing unless this filing specifically indicates otherwise.

Item 1A.  Risk Factors

Our business involves significant risks which are described below.

Limited product development activities; our product development efforts may not result in commercial products.

We intend to continue to pursue SFDA approval of the ONKO-SUREtm test kit and licensing of our CIT technology. We are limited in the number of additional products we can develop at this time. Successful cancer detection and treatment product development is highly uncertain, and very few research and development projects produce a commercial product. Product candidates like the ONKO-SUREtm test kit or the CIT technology that appear promising in the early phases of development, such as in early animal or human clinical trials, may fail to reach the market for a number of reasons, such as:

 
the product candidate did not demonstrate acceptable clinical trial results even though it demonstrated positive preclinical trial results;

 
the product candidate was not effective in treating a specified condition or illness;

 
the product candidate had harmful side effects on humans;

 
the necessary regulatory bodies, such as the SFDA, did not approve our product candidate for an intended use;

 
the product candidate was not economical for us to manufacture and commercialize; and

 
the product candidate is not cost effective in light of existing therapeutics.

Of course, there may be other factors that prevent us from marketing a product such as the availability of sufficient cash to develop and market the product. We cannot guarantee we will be able to produce commercially successful products. Further, clinical trial results are frequently susceptible to varying interpretations by scientists, medical personnel, regulatory personnel, statisticians and others, which may delay, limit or prevent further clinical development or regulatory approvals of a product candidate. Also, the length of time that it takes for us to complete clinical trials and obtain regulatory approval in multiple jurisdictions for a product varies by jurisdiction and by product. We cannot predict the length of time to complete necessary clinical trials and obtain regulatory approval.

JPI’s operations in China involve significant risk.

JPI’s operations in China are conducted as WFOEs in China. Risks associated with operating as a WFOE include unlimited liability for claims arising from operations in China and potentially less favorable treatment from governmental agencies in China than if operated through a joint venture with a Chinese partner.
 
 
 
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JPI’s Chinese operations are subject to the Pharmaceutical Administrative Law, which governs the licensing, manufacture, marketing and distribution of pharmaceutical products in China and sets penalty provisions for violations of provisions of the Pharmaceutical Administrative Law. Compliance with changes in law may require JPI to incur additional expenditures or could impose additional regulation on the prices charged for its pharmaceutical products, which could have a material impact on JPI’s financial position, results of operations and cash flows and ultimately impair our investment in JPI.

        The Chinese government has the right to annex or take facilities it deems necessary. Currently, a portion of JJB’s facility that produces large and small volume parenteral solutions has been identified for annexation by the Chinese Military Department. The outcome of this event cannot be predicted at this time, but if the Chinese government takes this facility, although JPI expects that JJB will be compensated fairly for the facility, JJB will have to spend significant time and resources finding another location and restarting those operations in another area. JPI intends to consolidate JJB and any operations related to product lines retained after the sale of YYB in a single facility in a new location. This may in turn negatively affect the ability to monetize our investment in JPI.  Any such new location will need to obtain GMP certification. Such annexation, or the threat of such annexation, may also negatively impact our ability to monetize our investment in JPI, affect the timing of any public listing in China, and negatively impact JPI’s results of operation and financial condition, and ultimately impair our investment in JPI.

The value of the RMB fluctuates and is subject to changes in China’s political and economic conditions. Historically, the Chinese government has benchmarked the RMB exchange ratio against the U.S. dollar, thereby mitigating the associated foreign currency exchange rate fluctuation risk; however, no assurances can be given that the risks related to currency deviations of the RMB will not increase in the future. Additionally, the RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.

Our business is capital intensive and we may need additional operating capital.

Our business and operations are substantially dependent on the availability of enough cash to: (i) finance the costs of sales and marketing of our ONKO-SUREtm cancer test kits; and (ii) fund ongoing selling, general and administrative expenses of our business. Our existing cash resources may be insufficient to meet our long term needs.
 
 
 

 

 
 
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At April 14, 2010, we had cash on hand in the U.S. of approximately $6.4 million. We require approximately $300,000 per month to fund the costs associated with our financing activities; SEC and NYSE reporting; legal and accounting expenses of being a public company; other general administrative expenses; research and development, regulatory compliance, and distribution activities related to ONKO-SUREtm test kit; the operation of a USFDA approved pharmaceutical manufacturing facility; the development of international distribution of the Company’s planned HPE-based cosmetics product line; and compensation of executive management. Accordingly, in the future we may require additional operating capital to meet these needs. No assurances can be given that we will be able to obtain additional financing in the future, if needed for our operations.

Our independent registered public accounting firm has included a going concern paragraph in their report on our financial statements.

While our independent registered public accounting firm expressed an unqualified opinion on our consolidated financial statements, our independent registered public accounting firm did include an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to our significant operating loss in 2009, our negative cash flows from operations through December 31, 2009 and our accumulated deficit at December 31, 2009. Our ability to continue as an operating entity currently depends, in large measure, upon our ability to generate additional capital resources. In light of this situation, it is not likely that we will be able to raise equity. While we seek ways to continue to operate by securing additional financing resources or alliances or other partnership agreements, other than the exercise of outstanding warrants, we do not at this time have any other commitments or agreements which provide for additional capital resources. Our financial condition and the going concern emphasis paragraph may also make it more difficult for us to maintain existing customer relationships and to initiate and secure new customer relationships.

Our current products cannot be sold in certain countries if we do not obtain and maintain regulatory approval.

We manufacture, distribute and market our products for their approved indications. These activities are subject to extensive regulation by numerous state and federal governmental authorities in the U.S., such as the USFDA and the Centers for Medicare and Medicaid Services (formerly Health Care Financing Administration) and the SFDA in China as well as by certain foreign countries, including some in the European Union. Currently, we (or our distributors) are required in the U.S. and in foreign countries to obtain approval from those countries’ regulatory authorities before we can market and sell our products in those countries. Obtaining regulatory approval is costly and may take many years, and after it is obtained, it remains costly to maintain. The USFDA and foreign regulatory agencies have substantial discretion to terminate any clinical trials, require additional testing, delay or withhold registration and marketing approval and mandate product withdrawals. In addition, later discovery of unknown problems with our products or manufacturing processes could result in restrictions on such products and manufacturing processes, including potential withdrawal of the products from the market. If regulatory authorities determine that we have violated regulations or if they restrict, suspend or revoke our prior approvals, they could prohibit us from manufacturing or selling our products until we comply, or indefinitely.

Our future prospects will be negatively impacted if we are unsuccessful in pending litigation over the CIT technology.

As noted above, we are engaged in litigation with AcuVector and with the Governors of the University of Alberta over our CIT technology. We believe they both actions are without merit. We believe that we will be able to settle this case during the second quarter of 2010. Yet, if either AcuVector or the University is successful in their claims, we may be liable for substantial damages, our rights to the technology will be adversely affected, and our future prospects for exploiting or licensing the CIT technology will be significantly impaired.

The value of intangible assets may not be equal to their carrying values.

Our intangible asset is the CIT technology, which we acquired from Dr. Chang in August 2001. Whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, we are required to evaluate the carrying value of this asset, including the related amortization periods. Whenever events or changes in circumstances indicate that the carrying value of an intangible asset may not be recoverable, we determine whether there has been an impairment by comparing the anticipated undiscounted cash flows from the operation and eventual disposition of the product line with its carrying value. If the undiscounted cash flows are less than the carrying value, the amount of the impairment, if any, will be determined by comparing the carrying value of this intangible asset with its fair value. Fair value is generally based on either a discounted cash flows analysis or market analysis. Future operating income is based on various assumptions, including regulatory approvals, patents being granted, and the type and nature of competing products.
 
 
 
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Patent approval for eight original claims related to the CIT technology was obtained in May 2004 and a continuation patent application was filed in 2004 for a number of additional claims. No regulatory approval has been requested for our CIT technology and we may not have the funds to conduct the clinical trials which would be required to obtain regulatory approval for our CIT technology. Accordingly, we entered into a five year collaboration agreement to create one or more clinical trials that would lead to gaining governmental approval in the country of India. If our CIT technology is unable to pass the clinical trials required to obtain regulatory approval, or if regulatory approvals or patents are not obtained or are substantially delayed, or other competing technologies are developed and obtain general market acceptance, or market conditions otherwise change, our CIT technology and other intangible technology may have a substantially reduced value, which could be material. As intangible assets represent a substantial portion of assets in our consolidated balance sheet, any substantial deterioration of value would significantly impact our reported consolidated financial position and our reported consolidated operating results.

If our intellectual property positions are challenged, invalidated or circumvented, or if we fail to prevail in future intellectual property litigation, our business could be adversely affected.

The patent positions of pharmaceutical and biotechnology companies can be highly uncertain and often involve complex legal, scientific and factual questions. To date, there has emerged no consistent policy regarding breadth of claims allowed in such companies’ patents. Third parties may challenge, invalidate or circumvent our patents and patent applications relating to our products, product candidates and technologies. In addition, our patent positions might not protect us against competitors with similar products or technologies because competing products or technologies may not infringe our patents.

We face substantial competition, and others may discover, develop, acquire or commercialize products before or more successfully than we do.

We operate in a highly competitive environment. Our products compete with other products or treatments for diseases for which our products may be indicated. Additionally, some of our competitors market products or are actively engaged in research and development in areas where we are developing product candidates. Large pharmaceutical corporations have greater clinical, research, regulatory and marketing resources than we do. In addition, some of our competitors may have technical or competitive advantages over us for the development of technologies and processes. These resources may make it difficult for us to compete with them to successfully discover, develop and market new products.

We have limited sales of the ONKO-SUREtm test kit and are reliant on our distributors for sales of our products.

Virtually all of our operating revenues in the U.S, came from the sale of ONKO-Sure™ to distributor research users in foreign markets or from sales to a few domestic customers of certain OEM products. Historically, we have not received any substantial orders from any of our customers or distributors of ONKO-SUREtm test kits. For the year ended December 31, 2009, virtually all of our U.S. revenues were derived from sales of ONKO-SUREtm test kits to our distributors.  However, in 2009 our U.S. sales substantially increased in comparison to prior years. To maintain exclusive rights in assigned territories, distribution partners must provide product marketing, sales management, logistics support and meet contractual product minimums.  Failing that, it is the Company’s prerogative to downgrade distribution partners to non-exclusive status or terminate agreements. Although our distributor network is increasing, any projection of future orders or sales of ONKO-SUREtm test kits is unreliable. In addition, the amount of ONKO-SUREtm test kits purchased by our distributors can be adversely affected by a number of factors, including market challenges of commercializing a recently approved biotech product, budget cycles and the amount of resources available for marketing programs, demand creation activities, and outreach to appropriate healthcare professionals and targeted markets.
 
 
 
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We have a significant amount of relatively short term indebtedness that is in default and we may be unable to satisfy our obligations to pay interest and principal thereon when due.

As of April 14, 2010, we have the following approximate amounts of outstanding short term indebtedness:

(i) Accounts payable of approximately $2 million;

(ii) An $85,000 unsecured bridge loan bearing interest at 12% per annum which was due October 9, 2009 and obligations under a consulting agreement aggregating $144,000 due to Cantone Research, Inc. and Cantone Asset Management, LLC under a consulting agreement.

(iii) Approximately $2.5 million in unsecured convertible notes bearing interest at 10% per annum due September 15, 2010;

(iv) Approximately $3.6 million senior unsecured promissory notes bearing interest at 18% per annum, payable quarterly in cash, portions of which principal are due in December 2010 and the balance of the principal is due at varying dates through 2012;

(v) Approximately $11 million represented by a series of 12% Convertible Notes which are due at various dates in March and April 2012;

We are attempting to obtain stockholder approval to restructure and convert a significant portion of the indebtedness referred to in (ii), (iii) and (iv) above; however, there can be no assurance that such indebtedness will be restructured, converted into equity or that the requisite approvals therefor can be obtained. Absent approval of our stockholders and the NYSE Amex to restructure these obligations or the receipt of a new financing or series of financings, our current operations do not generate sufficient cash to pay the interest and principal on these obligations when they become due. Accordingly, there can be no assurance that we will be able to pay these or other obligations which we may incur in the future.

We are subject to risks associated with our foreign distributors.

Our business strategy includes the continued dependence on foreign distributors for our ONKO-SUREtm test kits. To date, we have not been successful in generating a significant increase in sales for ONKO-SUREtm test kits through distribution channels in existing markets or in developing distribution channels in new markets. We are also subject to the risks associated with our distributor’s operations, including: (i) fluctuations in currency exchange rates; (ii) compliance with local laws and other regulatory requirements; (iii) restrictions on the repatriation of funds; (iv) inflationary conditions; (v) political and economic instability; (vi) war or other hostilities; (vii) overlap of tax structures; and (viii) expropriation or nationalization of assets. The inability to manage these and other risks effectively could adversely affect our business.

We do not intend to pay dividends on our common stock in the foreseeable future.

We currently intend to retain any earnings to support our growth strategy and do not anticipate paying dividends in the foreseeable future.

If we fail to comply with the rules under the Sarbanes-Oxley Act related to accounting controls and procedures or if the material weaknesses or other deficiencies in our internal accounting procedures are not remediated, our stock price could decline significantly.

Section 404 of the Sarbanes-Oxley Act required annual management assessments of the effectiveness of our internal controls over financial reporting commencing December 31, 2007.
 
 
 
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Our management has concluded that the consolidated financial statements included in our Annual Report on Form 10-K as of December 31, 2009 and 2008 and for the two years ended December 31, 2009, fairly present in all material respects our consolidated financial condition, results of operations and cash flows in conformity with accounting principles generally accepted in the U.S.

Our management has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2009 and 2008 based on the control criteria established in a report entitled Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2009 and 2008. During its evaluation, as of December 31, 2009 our management identified material weaknesses in our internal control over financial reporting and other deficiencies as described in Item 9A. As a result, our investors could lose confidence in us, which could result in a decline in our stock price.

We are taking steps to remediate our material weaknesses, as described in Item 9A. If we fail to achieve and maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude in the future that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could decline significantly. In addition, we cannot be certain that additional material weaknesses or other significant deficiencies in our internal controls will not be discovered in the future.

Our stock price is volatile, which could adversely affect your investment.

Our stock price, like that of other international bio-pharma and/or cancer diagnostic and treatment companies, is highly volatile. Our stock price may be affected by such factors as:

 
clinical trial results;

 
product development announcements by us or our competitors;

 
regulatory matters;

 
announcements in the scientific and research community;

 
intellectual property and legal matters;

 
broader industry and market trends unrelated to our performance;

 
economic markets in Asia; and

 
competition in local Chinese markets where JPI sells it’s product.

In addition, if our revenues or operating results in any period fail to meet the investment community’s expectations, there could be an immediate adverse impact on our stock price.

Our stock price and financing may be adversely affected by outstanding warrants and convertible securities.

We have a significant number of warrants outstanding and a large amount of convertible notes which “over hang” the market for the Company’s common stock. As of April 29, 2010, we had warrants outstanding that are currently exercisable for up to an aggregate of approximately 22,268,929 shares of common stock at a weighted average exercise price of $1.03 per share; approximately 46,016,626 shares of common stock potentially issuable on conversion of our 10% convertible notes at $1.20 per share and our various issues of 12% convertible notes exercisable and varying fixed prices and formula prices. The existence of, and/or potential exercise of all or a portion of these securities, create a negative and potentially depressive effect on our stock price because investors recognize that they “over hang” the market at this time.
 
 
 
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We have limited product liability insurance.

We currently produce products for clinical studies and for investigational purposes. We are producing our products in commercial sale quantities, which will increase as we receive various regulatory approvals in the future. There can be no assurance, however, that users will not claim that effects other than those intended may result from our products, including, but not limited to claims alleged to be related to incorrect diagnoses leading to improper or lack of treatment in reliance on test results. In the event that liability claims arise out of allegations of defects in the design or manufacture of our products, one or more claims for damages may require the expenditure of funds in defense of such claims or one or more substantial awards of damages against us, and may have a material adverse effect on us by reason of our inability to defend against or pay such claims. We carry product liability insurance for any such claims, but only in an amount equal to $2,000,000 per occurrence, and $2,000,000 aggregate liability, which may be insufficient to cover all claims that may be made against us.

Item 1B.  Unresolved Staff Comments

Although we are a smaller reporting company, we are voluntarily disclosing that we received SEC comments regarding the preliminary proxy statement we filed on February 1, 2010. Although we are compiling our responses thereto, we cannot file and clear the definitive proxy statement until we file this Form 10-K and the SEC confirms that they will not submit any comments to us regarding this Form 10-K; we anticipate filing our response as soon as possible thereafter.

Item 2.  Properties

Our office in the U.S. consists of research laboratory and manufacturing facilities which occupy 4,395 square feet and are located at 2492 Walnut Avenue, Suite 100, Tustin, California. We are renting these facilities at a monthly rate of $6,900 per month, including property taxes, insurance and maintenance through December 1, 2010. Relations with the landlord are good and we do not expect to have to relocate our executive offices.

Item 3.  Legal Proceedings

On February 22, 2002, AcuVector Group, Inc. (“AcuVector”) filed a Statement of Claim in the Court of Queen’s Bench of Alberta, Judicial District of Edmonton relating to the Company’s CIT technology acquired from Dr. Chang in August 2001. The claim alleges damages of $CDN 20 million and seeks injunctive relief against Dr. Chang for, among other things, breach of contract and breach of fiduciary duty, and against the Company for interference with the alleged relationship between Dr. Chang and AcuVector. The claim for injunctive relief seeks to establish that the AcuVector license agreement with Dr. Chang is still in effect. The Company has performed extensive due diligence to determine that AcuVector had no interest in the technology when the Company acquired it. The Company has recently initiated action to commence discovery in this case, and AcuVector has taken no action to advance the proceedings since filing the complaint in 2002. The Company is confident that AcuVector’s claims are without merit and that the Company will receive a favorable judgment. As the final outcome is not determinable, no accrual or loss relating to this action is reflected in the accompanying consolidated financial statements.

We are also defending a companion case filed in the same court by the Governors of the University of Alberta against us and Dr. Chang. The University of Alberta claims, among other things, that Dr. Chang failed to remit the payment of the University’s portion of the monies paid by us to Dr. Chang for the CIT technology purchased by us from Dr. Chang in 2001. In addition to other claims against Dr. Chang relating to other technologies developed by him while at the University, the University also claims that the Company conspired with Dr. Chang and interfered with the University’s contractual relations under certain agreements with Dr. Chang, thereby damaging the University in an amount which is unknown to the University at this time. The University has not claimed that we are not the owner of the CIT technology, just that the University has an equitable interest therein for the revenues there from. As the final outcome is not determinable, no accrual or loss relating to this action is reflected in the accompanying consolidated financial statements. No significant discovery has as yet been conducted in the case.
 
 
 
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Accordingly, if either AcuVector and/or the University is successful in their claims, we may be liable for substantial damages, our rights to the technology will be adversely affected, and our future prospects for exploiting or licensing the CIT technology will be significantly impaired.

Other than the above mentioned litigation matters, neither we nor any of our direct or indirect subsidiaries is a party to, nor is any of our property the subject of, any legal proceedings other than ordinary routine litigation incidental to their respective businesses. There are no proceedings pending in which any of our officers, directors or 5% shareholders are adverse to us or any of our subsidiaries or in which they are taking a position or have a material interest that is adverse to us or any of our subsidiaries.

Neither we nor any of our subsidiaries is a party to any administrative or judicial proceeding arising under federal, state or local environmental laws or their Chinese counterparts.

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth information regarding the executive officers and certain significant employees of the Company as of April 29, 2010:

Name
Age
 
 Position(s)
Douglas C. MacLellan
54
Executive Chairman and Chief Executive Officer
Akio Ariura
52
Chief Financial Officer and Secretary

Mr. MacLellan transitioned into his role as Chairman and CEO after nearly 17 years on our Board. He was appointed to the Board in 1992 and became Chairman of the Audit and Governance committees in 2001. In September 2008 he assumed the role of non-executive Chairman serving as an advisor and lead Company spokesperson for Radient and in November 2008, he assumed the additional role of CEO. Mr. MacLellan is also currently President and CEO of MacLellan Group, Inc., a privately held business incubator and financial advisory firm since May 1992. Since November 2009 to the present, Mr. MacLellan is also a director and Chairman of the Audit Committee for China Online Holdings, Inc. (AMEX: CNET) From August 2005 to May 2009, Mr. MacLellan was a member of the Board of Directors of Edgewater Foods, International, Inc. Mr. MacLellan was, until September 2005, formally vice-chairman of the Board of Directors of AXM Pharma, Inc. (AXMP.PK) and its predecessors. AXM is a China based bio-pharmaceutical company. From January 1996 through August 1996, Mr. MacLellan was also the Vice-Chairman of Asia American Telecommunications (now Metromedia China Corporation), a majority owned subsidiary of Metromedia International Group, Inc. From November 1996 until March 1998, Mr. MacLellan was co-Chairman and investment committee member of the Strategic East European Fund. From November 1995 until March 1998, Mr. MacLellan was President, Chief Executive Officer and a director of PortaCom Wireless, Inc., a company engaged as a developer and operator of cellular and wireless telecommunications ventures in selected developing world markets. Mr. MacLellan is a former member of the Board of Directors and co-founder of FirstCom Corporation, an international telecommunications company that operates a competitive access fiber and satellite network in Latin America, which became AT&T Latin America, Inc. in August 2000. From 1993 to 1995, Mr. MacLellan was a principal and co-founder of Maroon Bells Capital Partners, Inc., a U.S. based merchant bank, which specializes in providing corporate finance services to companies in the international and domestic telecommunications and media industries. Mr. MacLellan was educated at the University of Southern California in economics and finance, with advanced training in classical economic theory.

Mr. Ariura was appointed as our Chief Financial Officer as of August 21, 2006. Mr. Ariura is a Certified Public Accountant. From September 2004 until joining the Company, Mr. Ariura was employed by Resources Global Professionals, providing both public and private companies with consulting services on Sarbanes-Oxley compliance, SEC filings and special project financial and management services in connection with preparation of financial statements, tax reporting and mergers and acquisitions. From January 2001 to December 2003, Mr. Ariura was Vice President of Sunvest Industries, LLC in charge of preparation of financial statements, budgets and other financial reports. Mr. Ariura received a B.S. in Business Administration from University of Southern California in 1980. Mr. Ariura has had no prior affiliation or relationship with the Company.
 
 
 
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Item 4.  (Removed and Reserved)

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the NYSE Amex under the symbol “RPC”

Our stock price, like that of some other cancer diagnostic and pharmaceutical companies, is highly volatile. Our stock price may be affected by such factors as:

 
clinical trial results;

 
product development announcements by us or our competitors;

 
regulatory matters;

 
announcements in the scientific and research community;

 
intellectual property and legal matters;

 
broader industry and market trends unrelated to our performance; and

 
economic markets in Asia.

In addition, if our revenues or earnings in any period fail to meet the investment community’s expectations, there could be an immediate adverse impact on our stock price.

Market Information — Our common shares are currently listed on the NYSE Amex under the symbol “RPC”. On April 29, 2010, the closing price of our common shares on NYSE Amex was $1.30.

       Set forth in the following table are the high and low closing prices for the years ended December 31, 2008 and 2009 and for the quarter ended March 31, 2010 for our common stock

Quarter Ended
 
High
   
Low
 
March 31, 2008                                                                                                             
  $ 4.18     $ 2.93  
June 30, 2008                                                                                                             
  $ 3.89     $ 2.78  
September 30, 2008                                                                                                             
  $ 3.05     $ 1.26  
December 31, 2008                                                                                                             
  $ 2.00     $ 0.69  

Quarter Ended
 
High
   
Low
 
March 31, 2009                                                                                                             
  $ 1.38     $ 0.70  
June 30, 2009                                                                                                             
  $ 1.35     $ 0.75  
September 30, 2009                                                                                                             
  $ 1.01     $ 0.55  
December 31, 2009                                                                                                             
  $ 0.60     $ 0.22  
March 31, 2010
  $ 0.38      $ 0.22   

Record Holders.  As of April 29, 2010, there were approximately 843 record holders of our common stock.

Dividend Policy.  We have not paid any cash dividends since our inception and do not contemplate paying dividends in the foreseeable future. We anticipate that earnings, if any, will be retained for the operation of our business.
 
 
 
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Securities Authorized for Issuance Under Equity Compensation Plans.  This information is included under Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Purchases of Securities by the Company

None.

Recent Sales of Unregistered Securities

During the past three years, we effected of the following transactions in reliance upon exemptions from registration under the Securities Act as amended. Unless stated otherwise; (i) that each of the persons who received these unregistered securities had knowledge and experience in financial and business matters which allowed them to evaluate the merits and risk of the receipt of these securities, and that they were knowledgeable about our operations and financial condition; (ii) no underwriter participated in, nor did we pay any commissions or fees to any underwriter in connection with the transactions; (iii) the transactions did not involve a public offerings; and (iv) each certificate issued for these unregistered securities contained a legend stating that the securities have not been registered under the Act and setting forth the restrictions on the transferability and the sale of the securities.

The Company has funded its operations primarily through a series of Regulation S and Regulation D companion offerings (the “Offerings”), as described below. The Offerings have consisted of units of one share of common stock and warrants to purchase a number of shares of common stock equal to one-half the number of shares of common stock included in the units (“Units”) and units of one share of common stock and a warrant to purchase one share of common stock (“Full Units”). The Units and Full Units are priced at a discount of 25% from the average closing prices of the Company’s common stock for the five consecutive trading days prior to the close of the offering, as quoted on the NYSE Amex exchange, and the exercise price of the warrants is set at 115% of the average closing price. Unless otherwise noted below, the warrants issued in the Offerings are exercisable at the date of issuance and expire three years from issuance.

For all of the Offerings, the Company utilized the placement agent services of Galileo Asset Management, S.A. (“Galileo”), a Swiss corporation for sales to non-U.S. persons. In the United States, the Company has utilized the placement agent services of FINRA (formerly NASD) member broker-dealers Havkit Corporation (“Havkit”), Securities Network, LLC (“Network”) and Spencer Clarke, LLC (“Spencer Clarke”), and licensed sub agents working under Spencer Clarke. In addition to commissions and expenses paid to the Company’s placement agents for each of the Offerings, as described below, the Company has agreed to pay cash commission of 6% upon exercise of the warrants by the purchasers.

April 2007 Offering

In April through June of 2007, the Company conducted two closings of a private placement (the “April 2007 Offering”) of Units. The Company received $5,330,378 in aggregate gross proceeds from the sale of 2,030,620 Units in the April 2007 Offering. The Units were sold at $2.625 per Unit and the warrants are exercisable at $3.68 per share. Each warrant became exercisable on October 31, 2007 and remains exercisable until October 31, 2010.

In connection with the April 2007 Offering, the Company utilized the services of Galileo and Network. For their services, Galileo and Network received commissions in an aggregate of $553,539 and warrants to purchase an aggregate of 203,062 shares of the Company’s stock. The Company also paid Galileo a non-accountable expense allowance of $160,000. In addition, the Company incurred legal and other costs totaling $44,333 in connection with the April 2007 Offering. Total costs associated with the April 2007 Offering were $757,872, which costs have been netted against the proceeds received.

After the closing of the April 2007 Offering, the Company filed a registration statement with the Securities and Exchange Commission to register the shares of the Company’s common stock, shares issuable upon exercise of the related investor warrants, and shares issuable upon exercise of the warrants issued to the placement agents. The registration statement was declared effective on June 29, 2007.
 
 
 
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December 2007 Offering

In December, 2007, the Company conducted the closing of a private placement (“December 2007 Offering”) of Units. The Company received approximately $6,203,200 in aggregate gross proceeds from the sale of 2,007,508 Units in the December 2007 Offering. The Units were sold at $3.09 per Unit. The exercise price of the four-year warrants issued as part of the December 2007 Offering was $4.74 per share.

In connection with the December 2007 Offering, we utilized the placement services of Galileo and Spencer Clarke. For their services, Galileo and Spencer Clarke received commissions and due diligence fees of an aggregate of $619,158 and warrants to purchase 200,751 shares of our common stock. The Company also paid the placement agents a non-accountable expense allowance of $150,000 and incurred $16,750 in other costs in connection with the December 2007 Offering. Total costs associated with the December 2007 Offering were $785,908, which costs have been netted against the proceeds received.

On March 5, 2008 the Company conducted the second closing of the December 2007 Offering. In the second closing the Company received $1,000,000 in aggregate gross proceeds from the sale of a total of 323,813 Units at $3.09 per Unit and issued warrants to purchase 161,813 shares at an exercise price of $4.74 per share. The Company did not utilize the services of a placement agent, however, in connection with the second closing of the December 2007 Offering, the Company paid a finder’s fee of $100,000, and incurred $39,584 in other costs. Total costs associated with the second closing of the December 2007 Offering were $139,584, which costs have been netted against the proceeds received.

After the closing of the December 2007 Offering, the Company filed a registration statement with the Securities and Exchange Commission to register the shares of the Company’s common stock, shares issuable upon exercise of the related investor warrants, and shares issuable upon exercise of the warrants issued to the placement agents. The registration statement was declared effective on April 22, 2008.

10% Convertible Note Financing

On September 15, 2008, we conducted the closing of a combined private offering of 10% Convertible Notes (the “10% Convertible Note Offering”) under Regulation D and Regulation S of $2,510,000 of 10% Convertible Promissory Notes (the “10% Convertible Notes”), maturing at the earlier of (i) upon the closing of a Qualified Public Offering of our common stock (as defined below), if not mandatorily converted at the closing, or (ii) September 15, 2010 (the “Maturity Date”). For purposes thereof, “Qualified Public Offering” shall mean an equity offering of not less than $25 million in gross proceeds. The 10% Convertible Notes bear interest at the annual rate of ten percent (10%) which shall accrue and be payable on the Maturity Date. If all of the principal amount of a 10% Convertible Note has not been voluntarily converted by the holder or a Qualified Public Offering causing a mandatory conversion shall not have occurred prior to the Maturity Date, the note holder shall receive additional interest (“Bonus Interest”) equal to fifty percent (50%) of the remaining principal amount of the 10% Convertible Note on the Maturity Date. Any unpaid Bonus Interest shall accrue interest thereafter at the rate of ten percent (10%) per annum thereon until paid.

The holders of the 10% Convertible Notes have the right to convert the entire principal and accrued interest of the 10% Convertible Notes into the common stock of the company at any time prior to the Maturity Date at $1.20 per share. Upon conversion of the 10% Convertible Notes into common stock of the Company, the Company shall issue warrants to purchase common stock (“Investor Warrants”) to the converting investors in the amount equal to fifty percent (50%) of the number of shares of common stock into which the 10% Convertible Notes were converted. The Investor Warrants have a term of five (5) years from the date of issuance and shall be exercisable at a price equal to 120% of the Company’s stock price on the date of conversion; however, in no case will the exercise price be less than $2.80.

The shares of common stock issuable upon a voluntary conversion of the 10% Convertible Notes carry so-called “piggy-back” registration rights should the Company file a registration statement in the future. In the event of a forced conversion into common shares in the event of a Public Offering, holders of the 10% Convertible Notes will be subject to a lock-up on any remaining shares not sold in the offering for ninety (90) days after the Public Offering.
 
 
 
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In connection with the offer and sale of the Notes in the 10% Convertible Note Offering, we relied on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation S and Regulation D, Rule 506 promulgated thereunder. We believe that all of the purchasers of Convertible Notes are “accredited investors,” as such term is defined in Rule 501(a) under the Securities Act.

In connection with the sale of 10% Convertible Notes, we utilized the services of Jesup & Lamont Securities Corporation and Dawson James Securities, Inc., FINRA (NASD) member broker-dealers (the “Placement Agents”). For their services, the Placement Agents received commissions of 10% of the amount of the notes sold and the Placement Agents received an aggregate of $313,750 (2.5%) as due diligence and non-accountable expenses. We incurred an additional $111,849 in legal and other expenses related to the issuance of the Convertible Notes. The Placement Agents and their assigns also received five year warrants (“Placement Agent Warrants”) to purchase up to 209,166 shares of the Company’s common stock exercisable at $2.69, representing 115% of the five day volume-weighted average price of the Company’s common stock up through and including September 12, 2008. The terms of these warrants require that we issue additional warrants in the case of certain dilutive issuances of our common stock through the first quarter of 2009. The number of additional warrants to be issued is based on the percentage decrease in share price of the dilutive issuance compared to the exercise price of the warrants.

12% Convertible Note Financing March and April 2010

On March 22, 2010, we entered into a Note and Warrant Purchase Agreement with one accredited investor. Pursuant to the Agreement, we issued the Lender a 12% Convertible Promissory Note (“Note”) in the principal amount of $925,000 and a five year warrant (“Warrant”) to purchase up to 1,100,000 shares of our Common Stock. The Warrant is initially exercisable at the higher of: (i) 105% of the average VWAP for the five trading days immediately preceding the date we issued the Warrant; and (ii) the Floor Price (the same as in the Note) in effect on the date the Warrant is exercised. The Note carries a 20% original issue discount. In addition, we agreed to pay $200,000 to the Lender to cover their transaction costs incurred in connection with this transaction; such amount was withheld from the loan at the closing of the transaction. As a result, the total net proceeds we received were $540,000. We relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder. We believe that all of the purchasers are “accredited investors,” as such term is defined in Rule 501(a) promulgated under the Securities Act. The Conversion Price of the Convertible Promissory Note is equal to 80% of the volume-weighted average price for the 5 trading days ending on the business day immediately preceding the applicable date the conversion is sought but will be at least $0.28 per share, subject to adjustment upon the occurrence of certain events.

The transaction with the Lender was the “First Closing” of a series of similar transactions in April 2010, which together are hereinafter referred to as “March-April 2010 12% Convertible Note Financing.” On April 8, 2010, the Board of Directors authorized the Company to enter into additional Purchase Agreements to issue up to an additional $7,500,000 of 12% Convertible notes and to issue warrants to issue up to an additional 15,000,000 shares of the Company’s Common Stock pursuant to the March-April 2010 12% Convertible Note Financing.

On April 8, 2010, we entered into Note and Warrant Purchase Agreements (the “Agreements”) with 24 accredited investors (“Lenders”) in the “Second Closing” of the sale of 12% Convertible Notes (“Second Closing Notes”) and Warrants.  Pursuant to the Agreements, we issued to the Lenders Convertible Promissory Notes in the aggregate principal amount of $5,524,425  and warrants to purchase up to 6,569,585 shares of our Common Stock (“Warrants”).  The Second Closing Notes mature on April 7, 2011 (“Maturity Date”).  The Second Closing Notes contain original issue discounts and fees payable by us aggregating $2,199,425.  As a result, the total net proceeds we received were $3,225,000.  The Agreements, Notes and Warrants, as well as the terms of this transaction, are substantially the same as those we issued to the investor in the First Closing on March 22, 2010, as disclosed in the Current Report on Form 8-K that we filed with the Securities and Exchange Commission on March 26, 2010.
 
 
 
 
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As of the Second Closing, we had 26,851,069 shares of common stock issued and outstanding. The Agreements include an addendum that prohibits us from issuing more than 594,528 shares to the Lenders, unless we receive stockholder approval and NYSE Amex approval to list and issue all shares issuable: (i) upon exercise of all of the Warrants at $0.38 per share, (ii) all of the Notes are converted at that same price (which is the lowest price possible, although the initial conversion price is 80% of the five day volume weighted average closing price of our common stock preceding the date of conversion) and (iii) no shares are issued in payment of interest.  We are required under the terms of the Notes to obtain stockholder approval, on or before July 15, 2010, of the issuance of all shares of our common stock issuable pursuant to the Notes and Warrants.  If we fail to obtain such approval, an Event of Default under the Notes shall occur.  We are also obligated to receive listing approval from NYSE Amex for the shares of Common Stock issuable upon conversion of the Note and exercise of the Warrant as soon as practicable after closing, but in no event later than May 1, 2010.

On April 13, 2010, we entered into Additional Note and Warrant Purchase Agreements (“Additional Agreements”) with eleven accredited investors (“Lenders”) in a “Third Closing” of the March-April 2010 Convertible Note Financing. Pursuant to the Additional Agreements, we issued to the Lenders additional Convertible Promissory Notes in the aggregate principal amount of $3,957,030 (“Third Closing Notes”) and warrants to purchase up to 4,705,657 shares of our Common Stock (“Warrants”). The Third Closing Notes mature on April 12, 2011 (“Maturity Date”). The conversion price of the Third Closing Notes is the higher of (i) 80% of the five day volume weighted average closing price of our common stock preceding the date of conversion, or (ii) $0.28 per share. We agreed to pay to the Lenders one-sixth of the principal amount of the Notes each month commencing on the six month anniversary of the Notes and the balance of the unpaid principal of the Notes on the one year anniversary date of the Notes. The Notes contain original issue discounts and fees payable by us aggregating $1,646,980.  As a result, the total net proceeds we received in the Third Closing were $2,310,000. The exercise price of the Warrants issued in the third closing is $0.69 per share.

The Agreements, Notes and Warrants, as well as the terms of this transaction (other than the exercise price of the warrants) in the Second Closing and Third Closing are substantially the same as those we issued to the investor in the First Closing pursuant to the Note and Warrant Purchase Agreements we entered into on March 22, 2010.

We are required under the terms of the Notes to obtain stockholder approval, on or before August 31, 2010, of the issuance of all shares of our common stock issuable pursuant to the Notes and Warrants in this financing. If we fail to obtain such approval, an Event of Default under the Notes shall occur. We are also obligated to receive listing approval from NYSE Amex for the shares of Common Stock issuable upon conversion of the Note and exercise of the Warrant as soon as practicable after Closing, but in no event later than May 1, 2010.  A listing application will be prepared and filed with the NYSE AMEX.
 
Any shares of Common Stock issuable in any of the Closings in excess of NYSE Amex Rule 713 so-called “19.99% Cap” will require stockholder approval. No stockholder approval has been solicited or obtained as of the date hereof. The Company intends to file an additional listing application with the NYSE Amex to list all of the shares of the Company’s Common Stock issuable on conversion of the 12% Convertible Notes and on exercise of the warrants issued in the Second Closing and the Third Closing. The Company also intends to seek stockholder approval for a waiver of the 19.99% Cap on such shares.
 
 
 
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Non-Cash Financing Activities

On March 2, 2007, the Board of Directors authorized the issuance of 190,000 shares of common stock to Boston Financial Partners, Inc. pursuant to an amendment to the consulting agreement dated September 16, 2003, as consideration for financial advisory services to be provided from March 1, 2007 through September 1, 2007. The shares were valued at $558,600 based on the trading price of the common stock on the measurement date. During the year ended December 31, 2007, the Company recorded selling, general and administrative expense of $558,600 related to the agreement.

Also on March 2, 2007, the Board of Directors authorized the issuance of 150,000 shares of common stock to First International pursuant to an amendment to the consulting agreement dated July 22, 2005, as consideration for financial advisory services to be provided from March 22, 2007 through September 22, 2007. The shares were valued at $517,500 based on the trading price of the common stock on the measurement date. During the year ended December, 2007, the Company recorded selling, general and administrative expense of $517,500.

On April 24, 2007, the Board of Directors authorized the issuance of warrants to purchase 25,000 shares of common stock to Brook street Securities Corporation, a consultant, as consideration for financial advisory services. The common shares issuable on exercise of the warrants are exercisable at $3.68 per share. The warrants were valued at $35,000 using the Black-Scholes option pricing model with the following assumptions: (i) no dividend yield, (ii) weighted-average volatility of 123% (iii) weighted-average risk-free interest rate of 4.88%, and (iv) weighted-average expected life of 1 year. The amount was charged to general and administrative expense in the year ended December 31, 2007.

On September 14, 2007, the Board of Directors authorized the issuance of 250,000 shares of common stock to First International pursuant to an amendment to the consulting agreement dated July 22, 2005, for financial advisory services to be provided from September 22, 2007 through September 22, 2008. The shares were valued at $817,500 based on the trading price of the common stock on the measurement date. The Shares were issued pursuant to an exemption under Section 4(2) of the Securities Act. No underwriter was involved in this issuance. During the years ended December 31, 2008 and 2007, the Company recorded selling, general and administrative expense of $592,687 and $224,813, respectively, related to the agreement.

The Company issued 10,000 options to a consultant and an investor during the year ended December 31, 2007 which resulted in compensation expense of $35,300 which is included in selling, general and administrative expense. In pricing these options, the Company used the Black-Scholes pricing model with the following weighted-average assumptions: expected volatility of 353%; risk-free interest rate of 4.92%; expected term of five years; and dividend yield of 0%.

On November 27, 2007, the Board of Directors authorized the issuance of 75,000 shares of common stock to Boston Financial Partners Inc. pursuant to an amendment to the consulting agreement dated September 16, 2003, for financial advisory services to be provided from November 1, 2007 through October 31, 2008. The shares were valued at $336,000 based on the trading price of the common stock on the measurement date. During the years ended December 31, 2008 and 2007, the Company recorded selling, general and administrative expense of $280,000 and $56,000, respectively, related to the agreement.

On November 27, 2007, the Board of Directors authorized the issuance of up to 300,000 shares of common stock, to be earned at the rate of 25,000 shares per month to Madden Consulting, Inc. for financial advisory services to be provided from December 26, 2007 through December 26, 2008. The first 25,000 shares were valued at $104,250 based on the trading price of the common stock on the measurement date. During the year ended December 31, 2007, the Company recorded selling, general and administrative expense of $104,250 related to the agreement and the issuance of the first 25,000 shares. A second 25,000 shares was earned in 2008, resulting in expense of $104,250, and the agreement terminated on January 28, 2008.

On February 5, 2008, the Board of Directors authorized the issuance of 300,000 shares of common stock to LWP1 pursuant to a consulting agreement dated February 3, 2008 for financial advisory services to be provided from February 3, 2008 through May 3, 2009. The shares are issuable in two increments of 150,000. The shares vest over a fifteen month period and are being valued monthly as the shares are earned based on the trading price of the common stock on the monthly anniversary date. In accordance with FASB ASC 505-50-30, Equity-Based Payments to Non-Employees, (“ASC 505-50-30”), the shares issued will be periodically valued through the vesting period. During the year ended December 31, 2008, the Company recorded general and administrative expense of $527,801 related to the agreement.
 
 
 
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On April 30, 2008, the Company extended the term of warrants to purchase 18,750 shares of common stock at $3.68 per share to October 31, 2009. The warrants were held by an investor/service provider. The Company recorded $18,375 in compensation expense related to the term extension, calculated using the Black-Scholes option valuation model with the following assumptions: expected volatility of 79%; risk-free interest rate of 2.37%; expected term of 1.5 years; and dividend yield of 0%.

On May 16, 2008, the Company settled litigation related to the termination of an agreement regarding a proposed private placement. In connection with the settlement, the Company paid $12,500 in cash, and issued 25,000 shares of unregistered common stock with a deemed value of $75,000, based on the ten-day volume weighted-average price of the Company’s common stock through May 8, 2008. The value of the cash and shares issued in the settlement is included in general and administrative expense in the consolidated statement of operations for the year ended December 31, 2008.

On June 17, 2008, the Company entered into an agreement for financial consulting services. In connection with the agreement, the Company granted warrants to purchase 150,000 shares of common stock at an exercise price of $3.50. The warrants, which were approved by the Company’s board of directors, were granted in partial consideration for financial consulting services, vest over a twelve month period, and expire in five years. The warrants were initially valued at $315,000, based on the application of the Black Scholes option valuation model with the following assumptions: expected volatility of 95%; average risk-free interest rate of 3.66%; expected term of 5 years; and dividend yield of 0%. In accordance with ASC 505-50-30, the warrants will be periodically revalued through the vesting period. The value of the warrants is being expensed over the 36 month term of the consulting contract. The Company recognized $19,478 of expense in the year ended December 31, 2008 with respect to the warrants. Additionally, $68,773 related to vested warrants which have not been expensed based on the 36 month term of the consulting agreement is included in prepaid consulting at December 31, 2008.

On January 22, 2009, we entered into an agreement with B&D Consulting for investor relations services through July 7, 2010. We granted B&D Consulting 400,000 shares of our common stock in exchange for services, subject to the approval for listing of the shares by the NYSE Alternate US. NYSE Amex approval was received on March 26, 2009 and the shares were issued on March 31, 2009. The value of the shares will be expensed during the periods in which services are provided in exchange for the share-based compensation.

On February 2, 2009, our Board of Directors authorized the issuance of 12,500 shares of our common stock to an investor relations consultant for services under a consulting agreement, subject to the approval for listing of the shares by the NYSE Amex. NYSE Amex approval was received on March 26, 2009 and the shares were issued on March 31, 2009. The value of the shares will be expensed during the periods in which services are provided in exchange for the share-based compensation.

On September 10, 2009, we entered into a Consulting Agreement with Cantone Asset Management, LLC whereby the Consultant shall provide guidance and advice related to negotiating the terms of the Company’s outstanding Series 1 and Series 2 Senior Notes and continue services to assist the Company to coordinate with the holders of the Series 1 and Series 2 Senior Notes. In consideration of the Consultant’s service, we agreed to pay monthly consulting fees of $12,000 per month for a period of twelve (12) months and issue to the Consultant a five-year warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.60 per share. The warrants were initially valued at $88,000, based on the application of the Black Scholes option valuation model with the following assumptions: expected volatility of 97.27%; average risk-free interest rate of 238%; expected term of 5 years; and dividend yield of 0. In accordance with ASC 505-50-30, the warrants will be periodically revalued through the vesting period. The value of the warrants is being expensed over the term of the consulting contract. The Company recognized $25,666 of expense in the year ended December 31, 2009 with respect to the warrants. Additionally, $62,334 related to vested warrants which have not been expensed based on the 12 month term of the consulting agreement is included in prepaid consulting at December 31, 2009.
 
 
 
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On February 9, 2010 we issued 1,100,000 shares of our common stock to two consultants under consulting services agreements. The value of these issuances will be recorded in first quarter 2010 at fair market value based upon the then current fair market value of the stock.

Item 6.  Selected Financial Data

Not applicable.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company

Radient Pharmaceuticals Corporation is a vertically integrated pharmaceutical company with the following distinct business divisions or units:

 
Manufacturer and Distributor of ONKO-SUREtm a Proprietary In-Vitro Diagnostic (“IVD”) Cancer Test;

 
Distribution of Elleuxe brand of Anti-Aging Skin Care Products;

 
A Cancer Therapeutics Technology.

The Company’s Revised Strategic Focus

Until recently, the Company was focused on the production and distribution of pharmaceutical products through the Company’s subsidiaries located in the People’s Republic of China. The Company has recently refocused the Company’s core business strategy and market focus to the international commercialization of ONKO-SUREtm and Elleuxe products. On September 25, 2009, the Company changed the name from “AMDL, Inc.” to “Radient Pharmaceuticals Corporation.” The Company believe Radient Pharmaceuticals as a brand name has considerable market appeal and reflects the Company’s new corporate direction and branding statements.

The Company is now actively engaged in the research, development, manufacturing, sale and marketing of in IVD and high-end skin care products. The Company has focused the business strategy on the international commercialization and next generation product development for both of these products. All of these business units focus on the development, manufacturing, distribution and sales of high-quality medical diagnostic products, generic pharmaceuticals, nutritional supplements, and cosmetics in the United States, Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and other markets throughout the world.

For 2009, the Company generated approximately $158,000 in the sales of the Company’s ONKO-SUREtm IVD cancer diagnostic test kits, which is an increase of approximately 98% in sales of this product over the same period for 2008. Depending on receiving additional funding, it is also anticipated that we will begin commercialized sales of the Company’s Elleuxe brand of skin care products by the end of the fourth quarter of 2010. These two business segments are anticipated to be the Company’s largest revenue producing products in the near future. The Company believes that revenues from these products will significantly increase in 2010 due to the creation of distribution agreements that are anticipated to move the IVD cancer diagnostic test kits and the Elleuxe brand of skin care products into broad commercial channels in markets throughout the world.

In connection with the deconsolidation, the Company has reclassified China pharmaceutical manufacturing and distribution business (conducted through JPI subsidiary) as a business investment, rather than a consolidated operating subsidiary of the Company.
 
 
 
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IV Diagnostics

IVD Cancer Diagnostics

ONKO-SUREtm Kit

The product is manufactured at the Company’s Tustin, California based facilities and is sold to third party distributors, who then sell directly to Clinical Laboratory Improvement Amendments certified reference laboratories in the United States as well as clinical reference labs, hospital laboratories and physician operated laboratories in the international market. The Company’s test kits are currently being sold to one diagnostic reference laboratory in the United States. During the 2009, the Company entered into the following distribution agreements:

 
Exclusive five year distribution agreement with Grifols USA, LLC. This distribution agreement allows Grifols USA, LLC to market and sell ONKO-SUREtm for the monitoring of colorectal cancer to hospitals, clinical laboratories, clinics and other health care organizations.

 
Exclusive two year distribution agreement with Tarom Applied Technologies Ltd for the marketing and sales of ONKO-SUREtm in Israel.

 
Two distinct exclusive five year distribution agreement with GenWay Biotech, Inc. This distribution agreement allows Genway Biotech, Inc, to market and see ONKO-SUREtm for uses other than colorectal cancer to CLIA-certified laboratories in the US and as a lung cancer screen to laboratories in Canada

The majority of sales were outside of the U.S. with, limited sales of test kits within the U.S. The Company has developed the next generation version of theONKO-SUREtm test kit, and in 2009, the Company entered into a collaborative agreement with the Mayo Clinic to conduct a clinical study to determine whether the new version of the kit can lead to improved accuracy in the detection of early-stage cancer The Company’sONKO-SUREtm in- vitro diagnostic test enables physicians and their patients to effectively monitor and/or detect solid tumor cancers by measuring the accumulation of specific breakdown products in the blood called Fibrin and Fibrinogen Degradation Products (FDP). ONKO-SUREtm is a simple, non-invasive blood test used for the detection and/or monitoring of 14 different types of cancer including: lung, breast, stomach, liver, colon, rectal, ovarian, esophageal, cervical, trophoblastic, thyroid, malignant lymphoma, and pancreatic. ONKO-SUREtm can be a valuable diagnostic tool in the worldwide battle against cancer, the second leading cause of death worldwide. ONKO-SUREtm serves the IVD cancer/oncology market which, according to Bio-Medicine.org, is growing at an 11% compounded annual growth rate.

ONKO-SUREtm is sold as a blood test for cancer in Europe (CE Mark certified), India, Taiwan, Korea, Vietnam, and in Chile (research use); approved in the U.S. for the monitoring of colorectal cancer (CRC); approved in Canada (by Health Canada) for lung cancer detection and lung cancer treatment monitoring; and in many key markets, has the significant potential to be used as a general cancer screening test.

Because the ONKO-SUREtm test kit is a non-invasive blood test, there are no side effects of the administration of the test. As with other cancer diagnostic products, false positive and false negative test results could pose a small risk to patient health if the physician is not vigilant in following up on the ONKO-SUREtm test kit results with other clinically relevant diagnostic modalities. While the ONKO-SUREtm test kit is helpful in diagnosing whether a patient has cancer, the attending physician needs to use other testing methods to determine and confirm the type and kind of cancer involved.

On July 8, 2009, the Company changed the brand name of their in-vitro diagnostic cancer test from DR-70 to the more consumer friendly, trademarked brand name “ONKO-SUREtm,” which we believe communicates it as a high quality, innovative consumer cancer test. The Company is also installing a new tag line — “The Power of Knowing” — which communicates to cancer patients and their physicians that the test is effective in assessing whether a patient’s cancer is progressing during treatment or is in remission.
 
 
 
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Elleuxe Brand of Premium Anti-Aging Skin Care Products

The Company intends to produce and market a variety of cosmetic products that were originally developed by JPI in 2008, based upon their HPE anti-aging therapeutic products. We have reformulated these products for international markets under the brand name Elleuxe. The Company currently anticipates the launch of sales of these U.S. manufactured skin care products during late 2010. Elleuxe, a therapeutic, high-end skin care product line based on the active ingredient “Elleuxe Protein” — the Company’s proprietary active ingredient that offers cell renewing properties designed to minimize the appearance of aging. The initial Elleuxe product line includes:

 
Hydrating Firming Cream

 
Renergie Hydrating Cleanser

 
Intense Hydrating Cleanser

 
Visable Renewing Hydrating Softener

 
Smoothing Renewing Eye Moisturizer

The Company now expects to launch this product in late 2010. The Company also expect to offer a vegetable-based product line and a men’s product line by the end of 2010. In total there will be eight separate product formulations. Elleuxe is anticipated to be sold directly to high-end retail stores, high-end beauty spas and medical day spas. The Company anticipates that we will sell the product sets (grouped based on skin types) at prices ranging from $500 to $650 per set and the individual products in the set at $100-$350 per ounce in eight separate product formulations. According to Euromonitor, the global luxury skin care market is expected to reach $22.1 billion by 2013.
 
 
 
 
 
 

 
 
 
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IVD Cancer Research and Development

During the year ended December 31, 2009, we incurred expenses of $563,690 in research and development related to the ONKO-SURE tm, as compared to $194,693 for the same period in 2008. These expenditures were incurred as part of the Company’s efforts to improve the existing ONKO-SURE tm and develop the next generation ONKO-SURE tm.

The Company expects expenditures for research and development to grow in the 2010 due to additional staff and consultants needed to support an agreement with Mayo Clinic to conduct a clinical study for the validation of the Company’s next generation version of its United States Food and Drug Administration(“USFDA”) approved ONKO-SURE tm test kit and additional development costs associated with entry into new markets. Through this validation study, the Company and Mayo Clinic will perform clinical diagnostic testing to compare to the Company’s ONKO-SURE tm test kit with a newly developed, next generation test. The primary goal of the study is to determine whether the Company’s next generation ONKO-SURE tm test kit serves as a higher-performing test to its existing predicate test and can lead to improved accuracy in the detection of early-stage cancers.

In collaboration with the Mayo Clinic, the Company is designing and intends to perform an additional study to demonstrate the safety and effectiveness of the next generation test for monitoring colorectal cancer. In addition, additional expenses will be incurred for consultants and laboratories for the reformulation of the HPE-based cosmetics as well as laboratories involved in testing the safety and effectiveness of the product.

New Corporate Name

On August 22, 2009, the Company, received shareholder approval in order to change its name to Radient Pharmaceuticals Corporation (“Radient Pharma”). the Company’s name was changed on September 25, 2009 and shortly thereafter the Company posted a new corporate website under the new name at www.radient-pharma.com

China-based Integrated Pharmaceuticals

China Pharmaceutical Manufacturing and Distribution; Discontinued Operations and Dispositions

The Company’s previously operated China-based pharmaceutical manufacturing and distribution business is engaged in the manufacture and distribution of generic and homeopathic pharmaceutical products and supplements, as well as cosmetic products. RPC operated this business division through its wholly-owned subsidiary, JPI, which in turn, operates through a wholly-owned Chinese subsidiary, Jiangxi Jiezhong Bio-Chemical Pharmacy Company Limited (“JJB”). On January 22, 2009, the Company’s board of directors authorized management to sell the operations of Yangbian Yiqiao Bio-Chemical Pharmacy Company Limited (“YYB”). The Company classified the assets, liabilities, operations and cash flows of YYB as discontinued operations for all periods presented in the consolidated financial statements.

The sale of YYB was completed on June 26, 2009. Shares in YYB, along with rights to certain land and land use rights, were transferred to the buyer (an individual) in consideration of:

 
The forgiveness of amounts owed to YYB from JJB;and

 
The buyer of YYB has contractually agreed to pay off the balance of the 16 million RMB (or $2,337.541 U.S. Dollars) obligation secured by a mortgage on certain land owned by JJB.

YYB has been accounted for as discontinued operations and in connection with the sale of YYB, JPI transferred certain of JJB’s land use rights to the buyer of YYB, in which the bank has a secured interest. JPI originally acquired YYB and JJB in 2005 along with certain assets and liabilities of a predecessor to JJB (JiangXi Shangrao KangDa Biochemical Pharmacy Co. Ltd). YYB was sold to a Chinese national for 16 million RMB (or $2,337,541 U.S. Dollars) in the form of an agreement whereby the buyer of YYB will pay this amount to Chinese International Bank of Commerce in order to partially satisfy outstanding bank loans at JJB.
 
 
 
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During the second quarter of 2009, the Company’s management became aware of internal management disputes in China that resulted in a deterioration of both operational and financial controls by JPI’s management over the operating entity JJB. The management of both JPI and JJB have indicated that they believe the most prudent path to raising additional capital for the Company’s Chinese operating division is for JJB to complete one or more private placements of equity. They also indicated that they believe the best path for the Company to monetize the Company’s investments in JPI and JJB would be for JJB to seek a public listing on the Growth Enterprise Market (“GEM”) located in Hong Kong or a similar Asia based market by the third quarter of 2012. The Company’s executive management and board of directors are in agreement with JPI and JJB’s management on this strategy.

During the third quarter of 2009, it became apparent to the Company’s management that the working relationship with management of its operations in China was becoming increasingly strained. Accordingly, the Company deemed it appropriate to seek alternative means of monetizing its investment. There were several issues that caused the Company to conclude accordingly, including, but not limited to:

 
Lack of responsiveness by the management in China to requests by Company management for financial information;

 
Lack of responsiveness by management in China to requests for transfer of Company funds to bank accounts under corporate control;

 
Lack of timely communication with Corporate management concerning significant decisions made by management in China concerning the disposal of the YYB subsidiary; and

 
Lack of timely communication with corporate officers concerning operations in China.

Effective September 29, 2009, based on unanimous consent of the Company’s board of directors and an executed binding agreement (the “Agreement”) between the Company and Henry Jia, Frank Zheng and Yuan Da Xia (collectively, the “JPI Shareholders”), the Company deconsolidated all activity of JPI.

Based on the Agreement and in accordance with current accounting guidelines, the Company deconsolidated JPI as of the date the Company ceased to have a controlling financial interest, which was effective September 29, 2009. In accordance with the Agreement, the Company agreed to exchange its shares of JPI for $28,000,000 non-voting shares of preferred stock, which represents all outstanding shares of preferred stock, relinquished all rights to past and future profits, surrendered its management positions and agreed to non-authoritative minority role on its board of directors.

Based on the Company’s evaluation of current accounting guidance, it was determined that the Company did not maintain significant influence over the investee and, accordingly, has recorded such investment in accordance with the cost method. Although, the Company maintains significant economic ownership in JPI, based on its evaluation of its lack of ability to influence, lack of a role in policy and decision making, no significant planned intercompany activity, among other things, the Company concluded that it would not be appropriate to account for such investment in consolidation or under the equity method of accounting.

The deconsolidation process of JPI and JJB materially and adversely affected the Company’s 2009 earnings and sales. There can be no assurance that we will ever realize any significant value from the Company’s equity interest in JPI and JJB.

On September 29, 2009, the Company entered into an agreement which outlines the Company’s limited role in JPI’s future operations. As such, the Company has classified JPI on the consolidated balance sheet as “Investment in JPI” and included results from JPI and JJB’s operations for the period ended September 29, 2009 on the consolidated statements of operations and comprehensive income (loss).

Despite the deconsolidation of JPI and its wholly-owned subsidiary, JJB, the Company still believes JPI and JJB have a promising future. The Company anticipates that they may be able to sell off a portion or all of their ownership in JPI and JJB within the next 24 months, although no buyers have as yet been identified. Alternatively, the Company would seek an exit from their investment at or after any public listing. The Company also could retain all or a portion of the Company’s remaining equity stake in JPI and JJB, if ownership continues to look promising. The goal is to gain the best valuation possible for this strategic asset. Additionally, the Company also believes that JPI/JJB’s business and brand recognition make it a potential buyout target.
 
 
 
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Operations of JJB

JJB manufactures and markets numerous diagnostic, pharmaceutical, nutritional supplement and cosmetic products. JJB is acquiring production rights for other pharmaceutical products which will require the approval of the SFDA. Historically, the top selling products in China are HPE-based Solutions (anti-aging cosmecutical), Domperidone (anti-emetic), Levofloxacin Lactate Injections (IV antibiotics) and Glucose solutions (pharmaceutical).

Facilities

The SFDA requires that all facilities engaged in the manufacture of pharmaceutical products obtain GMP certification. In February 2008, JJB’s GMP certification expired for the small volume parenteral solutions injection plant lines that were engaged in manufacturing the Company’s HPE injectible product, Goodnak, and all other small volume parenteral solutions. JJB ceased small volume parenteral solutions operations at this facility while undertaking $1.5 million in modifications necessary to bring the facility and its operations into compliance. The renovations were completed and recertification was obtained in 2009.

The Company was notified by the Chinese Military Department of its intent to annex one of JJB’s plants that is located near a military installation. The proposed area to be annexed contains the facilities that are used to manufacture large and small volume parenteral solutions. Discussions regarding annexation are proceeding and we expect that JJB will be compensated fairly for the transfer of the facility upon annexation. JJB intends to find a new single center site in Jiangxi Province, China to relocate its operations.

For purposes of reporting the results of discontinued operations, the Company have assumed that all products previously manufactured and sold by YYB were sold with the business. The Company may have to spend significant time and resources finding, building and equipping the new location and restarting the relocated operations. In addition, such new facilities will need to obtain GMP certification for all manufacturing operations.

Marketing and Distribution

JJB has established a marketing program consisting of approximately forty sales managers and a network of distributors who market JJB’s products.

JJB sells directly to hospitals and retail stores and indirectly to other customers through distributors. One primary distributor has 29 retail outlets throughout China. JJB is developing educational programs for hospitals, doctors, clinics and distributors with respect to JJB’s product lines. These educational programs are intended to improve sales and promotion of JJB’s products.

New Beauty Formulations of the HPE-Based Anti-Aging Product

During 2008, JJB finalized the formulations of the following HPE-based cosmetic products. These new products consist of capsules and an easy-to-apply lotion version and are marketed under the trade name “Nalefen Skin Care”. These new products complement JJB’s existing high quality injectible and extract formulations. Additionally, JJB has contracted with YiBo to develop a capsule version of the Goodnak product. JJB plans to sell both products through both new and existing distribution channels within the Henan, Sichuan, Guizhou, Shanxi, Xinjiang, Gansu, Hunan, Zhejiang, Fujian, Liaoning and Heilongjiang Provinces of China. Together these regions have a combined population of more than 376 million people.
 
 
 
 
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Distribution Channels for Beauty Product Lines

Distribution contracts which were in place during 2008 for the sale of HPE products have expired and JJB has not renewed the agreements. As a result, revenue in 2009 was adversely impacted. At this time, JJB does not anticipate the new lotion formulations will also be sold through these same distributors. JPI’s management has indicated that they have developed various new distribution relationships with more reliable distributors that will be selling their HPE solutions in the future.

JJB also believes that some of the beauty products will be good candidates for export to the North American and South American markets. JJB has completed the reformulation of the China based formula and will submit to a US laboratory to be tested for safety and effectiveness. In conjunction with the testing, RPC is collaborating with an industry specialist to develop a unique packaging scheme for the market. It is estimated that this process will be completed in 2010.

The Current Chinese Economic and Market Environment

The Company operates in a challenging economic and regulatory environment that has undergone significant changes in technology and in patterns of global trade. The current economic and market environment in China is uncertain. In addition, China’s health care spending is projected to increase by nearly 40% to $17.3 billion, with a government proposal to bring universal healthcare to 90% of its 1.3 billion citizens by 2011, as reported by the American Free Press. While this data appears promising, the proposal, however, could result in additional controls over the pricing of certain drugs which could, in turn, negatively impact JJB’s business prospects in China and the carrying amount of production rights acquired from YiBo.

Cancer Therapeutics

In 2001, the Company acquired the CIT technology, which forms the basis for a proprietary cancer vaccine. The Company’s CIT technology is a U.S. patented technology (patent issued May 25, 2004). The Cancer Therapeutics division is engaged in commercializing the CIT technology.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and the differences could be material.

We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Inventories.  Major components of inventories are raw materials, packaging materials, direct labor and production overhead. The Company’s inventories consist primarily of raw materials and related materials, and are stated at the lower of cost or market with cost determined on a first-in, first-out (“FIFO”) basis. The Company regularly monitors inventories for excess or obsolete items and makes any valuation corrections when such adjustments are needed. Once established, write-downs are considered permanent adjustments to the cost basis of the obsolete or excess inventories. The Company writes down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and the estimated market value based upon assumptions about future demand, future pricing and market conditions. If actual future demand, future pricing or market conditions are less favorable than those projected by management, additional write-downs may be required and the differences could be material. Such differences might significantly impact cash flows from operating activities.
 
 
 
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Sales Allowances.  A portion of the Company’s business is to sell products to distributors who resell the products to end customers. In certain instances, these distributors obtain discounts based on the contractual terms of these arrangements. Sales discounts are usually based upon the volume of purchases or by reference to a specific price in the related distribution agreement. The Company recognizes the amount of these discounts at the time the sale is recognized. Additionally, sales returns allowances are estimated based on historical return data, and recorded at the time of sale. If the quality or efficacy of the Company’s products deteriorates or market conditions otherwise change, actual discounts and returns could be significantly higher than estimated, resulting in potentially material differences in cash flows from operating activities.

Allowance for Doubtful Accounts.  We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is based on specific identification of customer accounts and our best estimate of the likelihood of potential loss, taking into account such factors as the financial condition and payment history of major customers. We evaluate the collectibility of our receivables at least quarterly. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The differences could be material and could significantly impact cash flows from operating activities.

Valuation of Intangible Assets.  The Company evaluates the carrying value of its long-lived assets for impairment whenever events or changes in circumstances indicate that such carrying values may not be recoverable. The Company uses its best judgment based on the current facts and circumstances relating to its business when determining whether any significant impairment factors exist. The Company considers the following factors or conditions, among others, that could indicate the need for an impairment review:

 
significant under performance relative to expected historical or projected future operating results;

 
market projections for cancer research technology;

 
its ability to obtain patents, including continuation patents, on technology;

 
significant changes in its strategic business objectives and utilization of the assets;

 
significant negative industry or economic trends, including legal factors;

 
potential for strategic partnerships for the development of its patented technology; and

 
changing or implementation of rules regarding sale of pharmaceuticals in China.

If the Company determines that the carrying values of long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company’s management performs an undiscounted cash flow analysis to determine if impairment exists. If impairment exists, the Company measures the impairment based on the difference between the asset’s carrying amount and its fair value, and the impairment is charged to operations in the period in which the long-lived asset impairment is determined by management. Based on its analysis, the Company believes that no indicators of impairment of the carrying value of its long-lived assets existed at December 31, 2009. There can be no assurance, however, that market conditions will not change or demand for the Company’s products will continue or allow the Company to realize the value of its technologies and prevent future long-lived asset impairment.

Revenue Recognition.  Revenues from the wholesale sales of over-the counter and prescription pharmaceuticals are recognized when persuasive evidence of an arrangement exists, title and risk of loss have passed to the buyer, the price is fixed or readily determinable and collection is reasonably assured.

During the third and fourth quarters of 2009, the Company entered into several distribution agreements for various geographic locations with a third party. Under the terms of the agreements, the Company sells product to the distributor at a base price that is the greater of a fixed amount (as defined in each agreement) or 50% of the distributor’s invoiced Net Sales price (as defined) to its customers.  The distributor is required to provide the Company quarterly reconciliations of the distributor’s actual invoiced prices at which time the price becomes fixed and determinable by the Company.  Until the price is fixed and determinable, the Company defers the recognition of revenues under these arrangements.
 
 
 
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In conjunction with the launch of the Company’s Nalefen Skin Care HPE products, distributors of the products were offered limited-time discounts to allow for promotional expenses incurred in the distribution channel. Distributors are not required to submit proof of the promotional expenses incurred. These promotional discounts are netted against revenues in the condensed consolidated statements of operations and comprehensive income (loss). Accounts receivable presented in the accompanying condensed consolidated balance have been reduced by the promotional discounts, as customers are permitted by the terms of the distribution contracts to net the discounts against payments on the related invoices.

Any provision for sales promotion discounts and estimated returns are accounted for in the period the related sales are recorded. Buyers generally have limited rights of return and the Company provides for estimated returns at the time of sale based on historical experience. Returns from customers historically have not been material. Actual returns and claims in any future period may differ from the Company’s estimates.

Deferred Taxes.  The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. The Company has considered estimated future taxable income and ongoing tax planning strategies in assessing the amount needed for the valuation allowance. Based on these estimates, all of the Company’s deferred tax assets have been reserved. If actual results differ favorably from those estimates used, the Company may be able to realize all or part of the Company’s net deferred tax assets. Such realization could positively impact the Company’s consolidated operating results and cash flows from operating activities.

Litigation.  The Company accounts for litigation losses in accordance with GAAP, loss contingency provisions are recorded for probable losses at management’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount is recorded. These estimates are often initially developed substantially earlier than when the ultimate loss is known, and the estimates are refined each accounting period, as additional information is known. Accordingly, the Company is often initially unable to develop a best estimate of loss; therefore, the minimum amount, which could be zero, is recorded. As information becomes known, either the minimum loss amount is increased or a best estimate can be made, resulting in additional loss provisions. Occasionally, a best estimate amount is changed to a lower amount when events result in an expectation of a more favorable outcome than previously expected. Due to the nature of current litigation matters, the factors that could lead to changes in loss reserves might change quickly and the range of actual losses could be significant, which could materially impact the Company’s consolidated results of operations and comprehensive loss and cash flows from operating activities.

Stock-Based Compensation Expense.  All issuances of the Company’s common stock for non-cash consideration have been assigned a per share amount equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. The majority of non-cash consideration received pertains to services rendered by consultants and others and has been valued at the market value of the shares on the measurement date.

The Company accounts for equity instruments issued to consultants and vendors in exchange for goods and services in accordance with GAAP. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

The Company accounts for equity awards issued to employees as follows. GAAP requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize the portion expected to vest as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.

Derivative Financial Instruments.  Derivatives are recorded on the balance sheet at fair value. The Company issued convertible debt in September 2008, and recorded a derivative asset related to the limitation on bonus interest rights held by convertible debt holders in the event of a change in control or bankruptcy.
 
 
 
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During the year ended December 31, 2009, we issued convertible debt and recorded derivative liabilities related to the conversion feature of debt and reset provision of the exercise price of the warrants. During the year ended December 31, 2009, the Company granted warrants in connection with the issuance of common stock and recorded a derivative liability related to the reset provision of the exercise price of the warrants.

Wholesale Sales.  Revenues from the wholesale sales of over-the counter and prescription pharmaceuticals are recognized when persuasive evidence of an arrangement exists, title and risk of loss have passed to the buyer, the price is fixed or readily determinable and collection is reasonably assured.

In conjunction with the launch of the Company’s Goodnak/Nalefen cosmetic line, distributors of the products were offered limited-time discounts to allow for promotional expenses incurred in the distribution channel. Distributors are not required to submit proof of the promotional expenses incurred. The Company accounts for the promotional expenses in accordance with ASC 605-50-25 Vendor’s Accounting for Consideration Given to a Customer. Accordingly, the promotional discounts have been netted against revenue in the accompanying consolidated statements of operations. Accounts receivable have also been reduced by the promotional discounts, as customers are permitted by the terms of the distribution contracts to net the discounts against payments on the related invoices.

Any provision for sales promotion discounts and estimated returns are accounted for in the period the related sales are recorded. Buyers generally have limited rights of return, and the Company provides for estimated returns at the time of sale based on historical experience. Returns from customers historically have not been material. Actual returns and claims in any future period may differ from the Company’s estimates. In accordance with FASB ASC 605-45-50, Taxes Collected from Customers and Remitted to Governmental Authorities, JPI’s revenues are reported net of value added taxes (“VAT”) collected.

Results of Operations

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Net Revenues.  During the year ended December 31, 2009, the Company’s aggregate net revenues from product sales decreased 63% to $8,627,669 from $23,774,900 for the same period in 2008.

Corporate

Net revenues for the year ended December 31, 2009 for the Company was $158,017 compared to $80,222 for the same period in 2008. This increase is due to increased orders for the ONKO-SUREtm test kits.

With USFDA approval of ONKO-SUREtm test kit, the Company’s goal is to enter into additional exclusive or non-exclusive distribution agreements for various regions, and due to the Company’s overall commercialization efforts, we expect sales to increase in 2010.

The Company presently has in place exclusive distribution agreements for the ONKO-SURE™ test kits in the USA, Canada, Korea, India, Russia, Greece, and Israel along with an exclusive distribution partner assigned inVietnam. The Company has an agreement in negotiation which would grant exclusive rights to distribute the ONKO-SUREtm test kits in South America and Latin America. It is anticipated that this agreement will be in place by the end of the second quarter of 2010.

The statement concerning future sales is a forward-looking statement that involves certain risks and uncertainties which could result in sales below those achieved for the year ended December 31, 2009. Sales of ONKO-SUREtm test kits in 2010 could be negatively impacted by potential competing products, lack of adequate supply and overall market acceptance of the Company’s products.
 
 
 
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The Company has a limited supply of one of the key components of the ONKO-SUREtm test kit. The anti-fibrinogen-HRP is limited in supply and additional quantities cannot be purchased. The Company currently has two lots remaining which are estimated to produce approximately 31,000 kits. Based on the Company’s current and anticipated orders, this supply is adequate to fill all orders. Although the Company is working on replacing this component so that they are in a position to have an unlimited supply of ONKO-SURE in the future, the Company cannot assure that this anti-fibrinogen-HRP replacement will be completed.

An integral part of the Company’s research and development through 2010 is the testing and development of an improved version of the ONKO-SUREtm test kit. The Company is reviewing various alternatives and believes that a replacement anti-fibrinogen-HRP will be identified, tested and USFDA approved before the current supply is exhausted.

Pilot studies show that the new version could be superior to the current version. It is anticipated that this version will be submitted to the USFDA in the latter half of 2010.

China-Wholesale

China net revenues were $8,469,652 for the period January 1, 2009 through September 29, 2009 as compared to $23,694,678 for the year ended December 31, 2008. This decrease was primarily due to:

 
Management conflicts between JPI and its subsidiary JJB;

 
The sale of YYB; and

 
The lack of sales of HPE solutions due to the mandatory 5-year GMP recertification by the SFDA of JJB’s small injectible line and the expiration of contracts with beauty distributors that sell topical HPE solution.

Gross Profit.  The Company’s gross profit for the year ended December 31, 2009 was $3,267,456 as compared to $12,244,509 for the year ended December 31, 2008.

Corporate

Gross profit increased approximately 102% to $120,345 for the year ended December 31, 2009 from $59,605 for the year ended December 31, 2008 due to increased sales volume of the ONKO-SUREtm test kit.

China

China gross profit was $3,147,110 for the period January 1, 2009 through September 29, 2009, a 74% decrease over the year ended December 31, 2008 where gross profit was $12,184,904. Gross profit as compared to sales decreased from 52% for the year ended December 31, 2008 to 37% for the period January 1, 2009 through September 29, 2009. This decrease can be attributed to a change in the product mix as products shifted away from products reliant on the small injectible manufacturing line to other less profitable products as well as an increase in the cost of raw materials and an increase in manufacturing overhead.

The major components of cost of sales include raw materials, wages and salary and production overhead. Production overhead is comprised of depreciation of building, land use rights, and manufacturing equipment, amortization of production rights, utilities and repairs and maintenance.

Research and Development.  In the past, JJB and YYB entered into joint research and development agreements with outside research institutes, but all of the prior joint research agreements have expired.

All research and development costs incurred during the year ended December 31, 2009 were incurred by Radient in the U.S. These costs comprised of funding the necessary research and development of the ONKO-SUREtm test kit for the USFDA, and preparing for submission of ONKO-SUREtm test kit to the SFDA. During the year ended December 31, 2009, we incurred $563,690 in research and development expenses related to the ONKO-SUREtm test kit, compared to $194,693 for the same period in 2008.
 
 
 
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We expect research and development expenditures to increase during of 2010 due to:

 
Additional expenditures for research and development is needed in China for SFDA approval of ONKO-SUREtm test kit and the need for clinical trials in China for SFDA approval of ONKO-SUREtm test kit;

 
The need for research and development for an updated version of the ONKO-SUREtm test kit in the US, clinical trials for such tests and funds for ultimate USFDA approval; and

 
Research and development for the HPE-based cosmetic product.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses for the Company were $10,936,789 for the year ended December 31, 2009 as compared to $10,962,058 for the year ended December 31, 2008.

Corporate

We incurred selling, general and administrative expenses of $7,311,242 in 2009 as compared to $9,674,934 in 2008. Corporate selling, general and administrative expenses consist primarily of consulting (including financial consulting) and legal expenses, director and commitment fees, regulatory compliance, professional fees related to patent protection, payroll, payroll taxes, investor and public relations, professional fees, and stock exchange and shareholder services expenses. Also included in selling, general and administrative expenses were non-cash expenses incurred during the year ended December 31, 2009 of approximately $520,000 for common stock, options and warrants issued to consultants for services and approximately $822,000 for options issued to employees and directors and approximately $1,900,000 in bad debt expense. The decrease in selling, general and administrative expense incurred is primarily a result of a reduction in professional fees and payroll related costs of approximately $1,300,000 and $1,100,000, respectively.

The table below details the major components of selling, general and administrative expenses incurred at Corporate:

   
Year Ended December 31,
 
   
2009
   
2008
 
Investor relations (including value of warrants/options)
  $ 864,905     $ 1,851,033  
Salary and wages (including value of options)
  $ 2,701,530     $ 3,859,506  
Directors fees (including value of options)
  $ 378,521     $ 721,874  
Consulting fees
  $ 192,692     $ 104,040  
Accounting and other professional fees
  $ 735,618     $ 972,141  
Legal
  $ 825,727     $ 630,939  

China-Wholesale

China-Wholesale incurred selling, general and administrative expenses of $3,625,547 for the period January 1, 2009 through September 29,  2009 as compared to $1,287,124 for the year ended December 31, 2008. Major components were advertising, amortization, payroll and related taxes, transportation charges, meals and entertainment and insurance. Selling, general and administrative expenses increased 182% in 2009 when compared to 2008 expenses. The increase is primarily due to expenses for advertising of approximately $1,098,000 incurred during the third quarter of 2009. Advertising expense are for the promotion and advertising of the HPE based products which were in prior periods assumed by the distributors.

Additionally, JPI’s executive salaries were paid by Corporate in 2008.

Interest Expense.  Interest expense for the years ended December 31, 2009 and 2008 was $2,596,606 and $468,531, respectively.
 
 
 
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Corporate

Interest expense increased to $2,568,155 for the year ended December 31, 2009 from $100,561 for the year ended December 31, 2008 as a result of the issuance of debt instruments and the amortization of the related debt discounts, debt issuance costs, and derivative liabilities in 2008 and 2009.

China-Wholesale

JPI incurred interest expense of $28,451 and $367,970 for the period January 1, 2009 through September 29, 2009 and the year ended December 31, 2008, respectively. These expenses represent interest paid to financial institutions in connection with debt obligations.

Results of Discontinued Operations

Summarized operating results of discontinued operations for the period January 1, 2009 through June 26, 2009 (date of sale) and the year ended December 31, 2008 are as follows:
ows:

 
 
 
     Periods Ended
December 31
 
 
 
2009
   
2008
 
Revenue                                                                                                  
  $ 594,839     $ 3,967,643  
Income (loss) before income taxes                                                                                                  
  $ 277,743     $ 1,081,021  

        Included in income (loss) from discontinued operations, net are income tax expenses of $30,717 and $5,213 for the period January 1, 2009 through June 26, 2009 (date of sale) and the year ended December 31, 2008, respectively. YYB’s tax rate is 15% through 2010 in accordance with the “Western Region Development Concession Policy” of the PRC government.

Income (loss) before discontinued operations.  As a result of the factors described above, for the year ended December 31, 2009 the Company’s loss before discontinued operations was $12,482,018 or ($0.75) per share compared to the year ended December 31, 2008 when the Company’s loss before discontinued operations was $712,948, or ($0.05) per share.

Liquidity and Capital Resources

For the year ended December 31, 2009, the Company’s cash and cash equivalents decreased by $2,275,138, compared to a net decrease in cash and cash equivalents of $3,870,210 for the same period in 2008. We lost approximately $900,000 of cash due to the disposition of YYB and deconsolidation of JPI. In addition, we continue to attempt to raise additional debt or equity financing as the Company’s operations historically have not produced sufficient cash to offset the cash drain of growth in the Company’s pharmaceutical business and general operating and administrative expenses. The Company’s operations require approximately $300,000 per month, including interest. To the extent that funds are not available to meet the Company’s operating needs, the Company’s will have to restrict or discontinue operations.

Operating activities.  The Company used $3,204,985 from continuing operating activities in the year ended December 31, 2009, compared with cash used in continuing operating activities of $6,230,880 for the same period in 2008. This decrease was due in part to the collection of accounts receivable offset by an increase in prepaid advertising, consulting and other expenses.

The Company generated $101,457 in cash from discontinued operating activities from changes in operating assets and liabilities in the year ended December 31, 2009, as compared to generating $1,559,721 for the same period in 2008.

Investing activities.  We used $1,797,723 in investing activities in the year ended December 31, 2009 compared with $1,310,280 for the same period in 2008. The primary reason for the change was that the Company purchased more equipment in 2009 compared to 2008. For the years ended December 31, 2009 and 2008, JJB made capital improvements to their facilities and purchased equipment in an effort to regain JJB’s GMP certification for JJB’s small injectible manufacturing lines. Renovations necessary for GMP recertification of the facility at JJB were completed and recertification was received in the second quarter of 2009. In 2009, we also acquired lab and office equipment for the Company’s U.S. facility to support the Company’s ONKO-SUREtm test kit initiatives.
 
 
 
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Net cash provided by financing activities was $3,464,468 for the year ended December 31, 2009, primarily consisting of the net proceeds of $520,556 from the issuance of convertible debt, net proceeds of $2,088,592 from the issuance of senior debt, and net proceeds of $812,320 from the issuance of common stock. Net cash provided by financing activities of continuing operations was $2,162,272 for the year ended December 31, 2008 represented net proceeds of $2,084,401, $856,714, $857,271 and $559,530 from the issuance of convertible debt, senior debt, common stock and exercise of warrants and options, respectively, which were partially offset by payments of $2,195,644 on notes payable.

Our cash position was significantly improved by the March-April 2010 12% Convertible Note Financing.  As of April 14, 2010 we had $6.4 million of cash on hand.

Future Capital Needs

The Company expects to incur additional capital expenditures at the Company’s U.S. facilities in 2010 in the form of upgrading the Company’s information technology systems, collaboration with the Mayo Clinic, further development of the ONKO-SUREtm product and upgrading manufacturing lines in Tustin. It is anticipated that these projects will be funded primarily through the additional debt or equity financing obtained in March and April 2010.

China Credit Facilities

        When JPI acquired JJB and YYB, KangDa Pharmaceutical Company, a predecessor of JJB, had a credit facility and bank loan from Industrial and Commercial Bank of China (“ICBC”) of approximately 38 million RMB, or $4.7 million, (the “KangDa Credit Facility”), which was assumed by JPI through agreement with KangDa. The assumption of the loan was not formalized with the bank, however, the bank made a verbal agreement to allow the JPI to continue under the original terms of the credit agreement. The loan from ICBC is secured by a pledge of the real property on which the JJB’s Chinese manufacturing facilities are located. Currently, approximately $3.1 million is due and payable on the KangDa Credit Facility. JPI is currently in default, but the bank is cooperating with JPI’s management to resolve this issue. Approximately $2.3 million from the sale of YYB is to be remitted by the buyer of YYB to pay down principal and interest on this loan.

Issuance of Securities for Services

Due to our limited cash resources, we have in the past and recently issues securities for services in lieu of cash to consultants and other providers.

On January 22, 2009, we entered into an agreement with B&D Consulting for investor relations services through July 7, 2010. We granted B&D Consulting 400,000 shares of our common stock in exchange for services, subject to the approval for listing of the shares by the NYSE Alternate US. NYSE Alternext US approval was received on March 26, 2009 and the shares were issued on March 31, 2009. The value of the shares will be expensed during the periods in which services are provided in exchange for the share-based compensation.

On February 2, 2009, our Board of Directors authorized the issuance of 12,500 shares of our common stock to an investor relations consultant for services under a consulting agreement, subject to the approval for listing of the shares by the NYSE Alternext US. NYSE Alternext US approval was received on March 26, 2009 and the shares were issued on March 31, 2009. The value of the shares will be expensed during the periods in which services are provided in exchange for the share-based compensation.

On July 31, 2009, the Company issued 37,500 shares of common stock to Strategic Growth International, Inc. as settlement for the 150,000 warrants owned them.  The stock was valued at $0.63 per share. As the common stock value is below the original warrant value, the Company did not recognize incremental costs associated with the settlement.
 
 
 
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On September 22, 2009, we entered into an agreement with Lyons Capital, LLC for investor relations services for a twelve month period. We granted 200,000 shares, in exchange for services. The value of the shares will be expensed during the periods in which service are provided in exchange for the share-based compensation.

On September 29, 2009 the Company issued 67,800 shares of common stock to a vendor as settlement for the amount owed them. The shares were valued at $0.29 per share and as a result of the settlement the Company recorded the gain of $26,442.

On November 24, 2009, we entered into an agreement with First International Capital Group, Ltd, for investor relations services for a six month period. We granted 900,000 shares, which will be expensed during the periods in which service are provided in exchange for the share-based compensation.

On February 9, 2010, we issued 1,100,000 shares of our common stock to two consultants under consulting services agreements.  The value of these issuances will be recorded in first quarter 2010 at fair market value based upon the then current fair market value of the stock.

Off-Balance Sheet Arrangements

We are not party to any off-balance sheet arrangements, however, we have executed certain contractual indemnities and guarantees, under which we may be required to make payments to a guaranteed or indemnified party. We have agreed to indemnify our directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Delaware. In connection with a certain facility lease, we have indemnified our lessor for certain claims arising from the use of the facilities. Pursuant to the Sale and Purchase Agreement, we have indemnified the holders of registrable securities for any claims or losses resulting from any untrue, allegedly untrue or misleading statement made in a registration statement, prospectus or similar document. Additionally, we have agreed to indemnify the former owners of JPI against losses up to a maximum of $2,500,000 for damages resulting from breach of representations or warranties in connection with the JPI acquisition. The duration of the guarantees and indemnities varies, and in many cases is indefinite. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets.

Going Concern

The consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates, the realization of assets and satisfaction of liabilities in the normal course of business. We incurred losses before discontinued operations of $12,482,018 and $712,948 for the years ended December 31, 2009 and 2008, respectively, and had an accumulated deficit of $52,438,553 at December 31, 2009. In addition, we used cash from operating activities of continuing operations of $3,204,985 for the year ended December 31, 2009.

During the second quarter 2009 the Company’s corporate management became aware of certain internal disputes in China between the management of JJB and JPI. These disputes have effectively resulted in difficulties in managing the operations of JJB and also receiving financial information from them. As a result of this loss of control, the Company deconsolidated JJB effective September 29, 2009.

On April 14, 2010, the Company had cash on hand of approximately $6.4 million. The Company’s U.S. operations currently require approximately $300,000 per month exclusive of interest payments on outstanding note obligations to fund the cost associated with the Company’s general U.S. corporate operations, and the expenses related to the further development of the ONKO-SUREtm kit.
 
 
 
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The monthly cash requirement of $300,000 does not include any extraordinary items or expenditures, including payments to the Mayo Clinic on clinical trials for the Company’s ONKO-SUREtm kit or expenditures related to further development of the Company’s CIT technology, as no significant expenditures are anticipated other than recurring legal fees incurred in furtherance of patent protection for the CIT technology.

The Company’s near and long-term operating strategies focus on (i) obtaining SFDA approval for the ONKO-SUREtm kit, (ii) further developing and marketing of ONKO-SUREtm, (iii) seeking a large pharmaceutical partner for the Company’s CIT technology, (iv) selling different formulations of HPE-based products in the U.S. and internationally and (v) introduction of new products. Management recognizes that ability to achieve any of these objectives is dependent upon obtaining significant additional financing to sustain operations to enable it to continue as a going concern. Management’s plans include seeking financing, alliances or other partnership agreements with entities interested in the Company’s technologies, or other business transactions that would generate sufficient resources to assure continuation of the Company’s operations and research and development programs.

There are significant risks and uncertainties which could negatively affect the Company’s operations. These are principally related to (i) the absence of substantive distribution network for the Company’s ONKO-SUREtm kits, (ii) the early stage of development of the Company’s CIT technology and the need to enter into a strategic relationship with a larger company capable of completing the development of any ultimate product line including the subsequent marketing of such product, (iii) the absence of any commitments or firm orders from the Company’s distributors, (iv) possible defaults in existing indebtedness and (v) failure to meet operational covenants in existing financing agreements which would trigger additional defaults or penalties. The Company’s limited sales to date for the ONKO-SUREtm kit and the lack of any purchase requirements in the existing distribution agreements make it impossible to identify any trends in the Company’s business prospects. Moreover, if either AcuVector and/or the University of Alberta is successful in their claims, we may be liable for substantial damages, the Company’s rights to the CIT technology will be adversely affected, and the Company’s future prospects for licensing the CIT technology will be significantly impaired.

The Company’s only sources of additional funds to meet continuing operating expenses, fund additional research and development and fund additional working capital are through the sale of securities, and/or debt instruments. The Company is actively seeking additional debt or equity financing, but no assurances can be given that such financing will be obtained or what the terms thereof will be. The Company may need to discontinue a portion or all of its operations if we are unsuccessful in generating positive cash flow or financing for the Company’s operations through the issuance of securities.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk

Prior to the deconsolidation of JPI on September 29, 2009, our primary customers were located in the People’s Republic of China. As such, all of our transactions with our customers and vendors were denominated in RMB. Since July 2005, the Chinese central bank has benchmarked the RMB against a basket of currencies.

In the past, the value of the RMB fluctuates and is subject to changes in China’s political and economic conditions. Historically, the Chinese government benchmarked the RMB exchange ratio against the United States dollar, thereby mitigating the associated foreign currency exchange rate fluctuation risk.


 
 
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Item 8.  Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Radient Pharmaceuticals Corporation

We have audited the accompanying consolidated balance sheets of Radient Pharmaceuticals Corporation and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Radient Pharmaceuticals Corporation and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As more fully described in Note 1 to the consolidated financial statements, the Company has incurred a significant operating loss in 2009 and negative cash flows from operations in 2009 and has a working capital deficit of approximately $4.2 million at December 31, 2009. These items, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 
   /s/ KMJ Corbin & Company LLP  
   KMJ Corbin & Company LLP  
 
Costa Mesa, California
April 15, 2010


 
 
47

 

RADIENT PHARMACEUTICALS CORPORATION

CONSOLIDATED BALANCE SHEETS

 
 
December 31,
 
 
 
2009
   
2008
 
ASSETS
 
Current assets:
           
Cash and cash equivalents
  $ 12,145     $ 2,287,283  
Accounts receivable, net
          13,575,534  
Inventories
    79,255       1,563,991  
Prepaid expenses and other current assets
    57,778       1,006,960  
Prepaid consulting
    358,667       1,435,021  
Total current assets
    507,845       19,868,789  
Property and equipment, net
    83,547       11,709,508  
Intangible assets, net
    1,158,333       5,311,568  
Receivable from JPI, net
    2,675,000        
Investment in JPI
    20,500,000        
Other assets
    1,394,361       4,072,432  
Noncurrent assets of discontinued operations
          1,789,934  
Total assets
  $ 26,319,086     $ 42,752,231  
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
Current liabilities:
               
Accounts payable and accrued expenses
  $ 1,975,311     $ 1,675,539  
Accrued salaries and wages
    738,331       822,201  
Derivative liabilities
    354,758        
Income taxes payable
          472,860  
Deferred revenue
    103,128       87,538  
Convertible note, net of discount of $2,000,649
    240,482        
Current portion of notes payable
    1,316,667       2,662,610  
Current liabilities of discontinued operations
          1,151,515  
Total current liabilities
    4,728,677       6,872,263  
Other long-term liabilities
    295,830       353,811  
Notes payable, net of current portion and debt discount of $1,701,402
    601,819       581,305  
Total liabilities
    5,626,326       7,807,379  
Commitments and contingencies
               
Stockholders’ equity:
               
Preferred stock, $0.001 par value; 25,000,000 shares authorized; none issued and outstanding
           
Common stock, $0.001 par value; 100,000,000 shares authorized; 22,682,116 and 16,006,074 shares issued at December 31, 2009 and 2008, respectively; 22,265,441 and 15,826,074 shares outstanding at December 31, 2009 and 2008, respectively
    22,265       15,826  
Additional paid-in capital
    73,109,048       68,192,411  
Accumulated other comprehensive income
          2,443,452  
Accumulated deficit
    (52,438,553 )     (35,706,837 )
Total stockholders’ equity
    20,692,760       34,944,852  
Total liabilities and stockholders’ equity
  $ 26,319,086     $ 42,752,231  


See accompanying notes to consolidated financial statements.


 
48

 

RADIENT PHARMACEUTICALS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 
 
Year Ended December 31,
 
 
 
2009
   
2008
 
Net revenues
  $ 8,627,669     $ 23,774,900  
Cost of sales
    5,360,213       11,530,391  
Gross profit
    3,267,456       12,244,509  
Operating expenses:
               
Research and development
    563,690       194,693  
Selling, general and administrative
    10,936,789       10,962,058  
      11,500,479       11,156,751  
Income (loss) from continuing operations
    (8,233,023 )     1,087,758  
Other income (expense):
               
Interest and other income (expense), net
    (328,071 )     (24,210 )
Change in fair value of derivative liabilities
    648,313        
Loss on deconsolidation
    (1,953,516 )      
Interest expense
    (2,596,606 )     (468,531 )
Total other expense, net
    (4,229,880 )     (492,741 )
Income (loss) from continuing operations before provision for income taxes
    (12,462,903 )     595,017  
Provision for income taxes
    19,115       1,307,965  
Loss from continuing operations
    (12,482,018 )     (712,948 )
Income (loss) from discontinued operations, net
    (4,139,037 )     1,893,008  
Net income (loss)
    (16,621,055 )     1,180,060  
Other comprehensive gain:
               
Foreign currency translation gain
          1,375,023  
Comprehensive income (loss)
  $ (16,621,055 )   $ 2,555,083  
Basic income (loss) per common share
               
Loss from continuing operations
  $ (0.75 )   $ (0.05 )
Income (loss) from discontinued operations
  $ (0.25 )   $ 0.12  
Net income (loss)
  $ (1.00 )   $ 0.08  
Diluted income (loss) per common share
               
Loss from continuing operations
  $ (0.75 )   $ (0.04 )
Income (loss) from discontinued operations
  $ (0.25 )   $ 0.10  
Net income (loss)
  $ (1.00 )   $ 0.07  
Weighted average common shares outstanding — basic
    16,680,946       15,608,697  
Weighted average common shares outstanding — diluted
    16,680,946       18,337,162  


See accompanying notes to consolidated financial statements.


 
49

 

RADIENT PHARMACEUTICALS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For The Years Ended December 31, 2009 and 2008

                     
Accumulated
             
               
Additional
   
Other
         
Total
 
   
Common Stock
   
Preferred Stock
   
Paid-in
   
Comprehensive
   
Accumulated
   
Stockholders’
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Income (Loss)
   
Deficit
   
Equity
 
Balance, January 1, 2008
    14,979,528     $ 14,980           $     $ 61,525,001     $ 1,068,429     $ (36,886,897 )   $ 25,721,513  
Beneficial conversion feature related to Convertible Debt
                            2,635,000                   2,635,000  
Common stock issued for cash, net of issuance costs of $142,410
    323,626       323                   856,948                   857,271  
Exercise of warrants
    252,733       253                   559,277                   559,530  
Common stock issued for consulting services
    270,187       270                   706,780                   707,050  
Stock-based employee and director compensation
                            1,034,175                   1,034,175  
Estimated fair value of warrants issued to brokers for debt issuances
                            768,604                   768,604  
Estimated fair value of warrants and options issued to third parties for services
                            106,626                   106,626  
Translation gain
                                  1,375,023             1,375,023  
Net income
                                        1,180,060       1,180,060  
Balance, December 31, 2008
    15,826,074       15,826                   68,192,411       2,443,452       (35,706,837 )     34,944,852  
Common stock issued for consulting services
    1,437,126       1,438                   650,390                   651,828  
Stock-based employee and director compensation
                            666,623                   666,623  
Estimated fair value of warrants issued to brokers for debt issuances
                            1,975,920                   1,975,920  
Estimated fair value of warrants and options issued to third parties for services
                            35,625                   35,625  
Common stock granted as compensation to members of the Company’s Board of Directors
    120,000       120                   71,880                   72,000  
Stock option modification
                            129,360                   129,360  
Voluntary conversion of debt
    1,342,956       1,342                   1,090,447                   1,091,789  
Common stock sold for cash
    3,289,285       3,289                   809,031                   812,320  
Derivative liability in connection with stock offering
                            (509,839 )                 (509,839 )
Common stock issued to note holder due to default
    250,000       250                   72,500                   72,750  
Adoption of change in accounting principal related to derivatives
                            (209,166 )           (110,661 )     (319,827 )
Reclassification of derivative liability upon expiration of share adjustment terms
                            133,866                     133,866  
Reclassification adjustment of accumulated translation gains in connection with deconsolidation and sale of YYB
                                  (2,443,452 )           (2,443,452 )
Net loss
                                        (16,621,055 )     (16,621,055 )
Balance, December 31, 2009
    22,265,441     $ 22,265           $     $ 73,109,048     $     $ (52,438,553 )   $ 20,692,760  


See accompanying notes to consolidated financial statements.


 
50

 

RADIENT PHARMACEUTICALS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
 
Year Ended December 31,
 
 
 
2009
   
2008
 
Cash flows from operating activities:
           
Net income (loss)
  $ (16,621,055 )   $ 1,180,060  
Less: (loss) income from discontinued operations
    (4,139,037 )     1,893,008  
      (12,482,018 )     (712,948 )
Adjustments to reconcile net income (loss) to net cash used in operating activities
               
Depreciation and amortization                                                                                                  
    1,095,771       1,343,677  
Amortization of debt issuance costs                                                                                                  
    1,770,377       12,386  
Fair market value of common stock options granted to employees and directors for services
    795,983       1,034,175  
Fair market value of common stock, warrants and options granted for services
    593,279       1,617,592  
Fair market value of warrants accounted for as derivative liabilities
    35,558        
Change in fair value of derivative liabilities                                                                                                  
    (648,313 )      
Penalties on Cantone Debt                                                                                                  
    192,131        
Provision for bad debts                                                                                                  
    1,890,762        
Loss on deconsolidation                                                                                                  
    1,953,516        
Gain on the settlement of accounts payable                                                                                                  
    (47,251 )      
Changes in operating assets and liabilities:
               
Accounts receivable                                                                                                
    4,489,789       (11,656,294 )
Related party account with Jade Capital                                                                                                
          880,927  
Inventories                                                                                                
    122,670       (1,313,331 )
Prepaid consulting, expenses and other assets                                                                                                
    (3,890,720 )     261,059  
Accounts payable, accrued expenses, accrued salaries and wages and other long-term liabilities
    1,228,486       1,679,871  
Income taxes payable                                                                                                
    (320,398 )     794,411  
Deferred revenue                                                                                                
    15,393       (172,405 )
Net cash used in operating activities of continuing operations
    (3,204,985 )     (6,230,880 )
Net cash provided by operating activities of discontinued operations
    101,457       1,559,721  
Net cash used in operating activities
    (3,103,528 )     (4,671,159 )
Cash flows from investing activities:
               
Purchase of property and equipment
    (1,744,065 )     (1,490,224 )
Cash balance divested from deconsolidation of subsidiary
    (53,658 )      
Funds advanced to KangDa
          (635,386 )
Repayment of funds from KangDa
          655,471  
Payments received from notes receivable
          159,859  
Net cash used in investing activities
    (1,797,723 )     (1,310,280 )
Net cash used in investing activities of discontinued operations
    (852,955 )     (17,252 )
Net cash used in investing activities
    (2,650,678 )     (1,327,532 )
Cash flows from financing activities:
               
Proceeds from issuance of bridgenote, net of issuance costs
    43,000        
Payments on notes payable
          (2,195,644 )
Proceeds from issuance of convertible debt, net of cash offering costs
    520,556       2,084,401  
Proceeds from issuance of senior notes, net of cash offering costs
    2,088,592       856,714  
Proceeds from issuance of common stock, net of cash offering costs
    812,320       857,271  
Proceeds from the exercise of warrants and options, net of commission and expenses
          559,530  
Net cash provided by financing activities of continuing operations
    3,464,468       2,162,272  
Net cash used in financing activities of discontinued operations
          (86,758 )
Net cash provided by financing activities
    3,464,468       2,075,514  
Effect of exchange rates on cash and cash equivalents
    14,600       52,967  
Net change in cash and cash equivalents
    (2,275,138 )     (3,870,210 )
Cash and cash equivalents, beginning of year
    2,287,283       6,157,493  
Cash and cash equivalents, end of year
  $ 12,145     $ 2,287,283  

See Note 1 to consolidated financial statements for supplemental cash flow information and non-cash investing and financing activities.


See accompanying notes to consolidated financial statements.


 
51

 

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Since inception, Radient Pharmaceuticals Corporation (the “Company”, or “Radient”, “We”, or “Our”) has been engaged in:

 
commercial development of, and obtaining various governmental regulatory approvals for its proprietary diagnostic tumor-marker test kit, ONKO-SUREtm (formally ONKO-SUREtm®), which detects the presence of multiple types of cancer, and

 
the international commercialization of its Elleuxetm branded Skin Care products.

Prior to September 2009, the Company manufactured and distributed generic and homeopathic pharmaceutical products and supplements as well as cosmetic products in China through a wholly owned subsidiary Jade Pharmaceutical Inc., (“JPI”) and JPI’s two wholly owned subsidiaries, Jiangxi Jiezhong Bio-Chemical Pharmacy Company Limited (“JJB”) and Yangbian Yiqiao Bio-Chemical Pharmacy Company Limited (“YYB”). YYB was sold by JPI on June 26, 2009.

Due to several factors including deterioration in its relationship with local management of JPI, the Company relinquished control over JPI and converted its interest in JPI to that of an investment to be accounted for under the cost method, effective September 29, 2009. Accordingly, since September 29, 2009, the accounts and transactions of JPI have been deconsolidated from the financial statements of Radient.

Deconsolidation

During the third quarter of 2009, it became apparent to the Company’s management that the working relationship with management of its operations in China was becoming increasingly strained. Accordingly, the Company deemed it appropriate to seek alternative means of monetizing its investment. There were several issues that caused the Company to conclude accordingly, including, but not limited to:

 
Lack of timely responses by the management in China to requests by Company management for financial information;

 
Lack of responsiveness by management in China to requests for transfer of Company funds to bank accounts under corporate control;

 
Lack of timely communication with Corporate management concerning significant decisions made by management in China concerning the disposal of the YYB subsidiary; and

 
Lack of timely communication with corporate officers concerning operations in China.

Effective September 29, 2009 (the “Effective Date”), based on unanimous consent of the Company’s board of directors and an executed binding agreement (the “Agreement”) between the Company and Henry Jia, Frank Zheng and Yuan Da Xia (collectively, the “JPI Shareholders”), the Company deconsolidated all activity of JPI.

Based on the Agreement and in accordance with current accounting guidelines, the Company deconsolidated JPI as of the date the Company ceased to have a controlling financial interest, which was effective September 29, 2009. In accordance with the Agreement, the Company agreed to exchange its shares of JPI for 28,000,000 non-voting shares of preferred stock, which represents 100% of the outstanding preferred shares, relinquished all rights to past and future profits, surrendered its management positions and agreed to non-authoritative minority role on its board of directors.
 
 
 
52

 

 
Based on the Company’s evaluation of current accounting guidance, it was determined that the Company did not maintain significant influence over the investee and, accordingly, has recorded such investment in accordance with the cost method. Although, the Company maintains significant economic ownership in JPI, based on its evaluation of its lack of ability to influence, lack of a role in policy and decision making, no significant planned intercompany activity, among other things, the Company concluded that it would not be appropriate to account for such investment in consolidation or under the equity method of accounting.

In accordance with current accounting guidance, the Company has recorded the investment in JPI at its fair value as of the date of deconsolidation and recorded a loss in the statement of operations based on the difference between the fair value of the consideration received, the fair value of the retained noncontrolling interest and the carrying amount of JPI’s assets and liabilities at such date (as detailed below):

Consideration Received
  $ 3,405,946 (1)
Fair value of non-controlling interest
    20,500,000 (2)
      23,905,946  
Net assets of JPI
    (25,859,462 )(3)
Loss on deconsolidation
  $ (1,953,516 )
____________

(1)       Consideration consisted of the following:

 
a.
Note receivable of $5,350,000, which the Company recorded a reserve of $2,675,000 based on its evaluation of collectibility, including historical and expected repayment patterns. The note receivable bears interest at 12%, which the Company is currently not accruing. Final repayment terms are being negotiated.

 
b.
$730,946 of salaries and related interest which were accrued by the Company and will be exchanged for 730,946 shares of JPI common stock.

 
(2)
The fair value assigned to the investment was based on estimates and assumptions determined by management, including, but not limited to:

 
Sales growth — based on management’s expectations and historical analysis
 
Cost of sales/Gross Margin — Based on historical analysis and management expectations
 
Selling, General and Administrative Expenses — Based on historical analysis and management expectations
 
Comparable Public Companies — Based on same or similar line of business as the Company and those that possessed similar to those of the Company.
 
Discounts — The Company evaluated discounts related to the following:
 
Lack of control
 
Lack of marketability

(3)
The net assets of JPI consisted of the following:

Cash
  $ 53,658  
Other current assets
    18,920,177  
Property and equipment
    9,381,118  
Other long term assets
    3,464,715  
Total assets
  $ 31,819,668  
         
Current portion of notes payable
  $ (2,673,154 )
Other current liabilities
    (1,122,936 )
Other comprehensive income
    (2,164,116 )
Total liabilities
  $ (5,960,206 )
         
Net Assets
  $ 25,859,462  
 
 
 
53

 

 
Discontinued Operations and Dispositions

On January 22, 2009, the Company’s board of directors authorized management to sell the operations of YYB. The Company has classified the assets, liabilities, operations and cash flows of YYB as discontinued operations for all periods presented prior to the sale. The Company sold YYB in June 2009.

Proceeds from the sale of YYB consist of a note receivable in the amount of 16 million RMB (approximately U.S. $2,337,541), which is to be paid directly to a bank. JPI owed this bank approximately 18,250,000 RMB (approximately U.S. $2,668,000) at the date of sale. In connection with that sale, JPI transferred rights to certain land and land use rights upon sale. JPI remains liable under the debt obligation with the bank, as such obligation did not pass to the buyer JPI is unaware of any default in obligation to the bank being paid by the buyer. Accordingly, JPI recorded a note receivable of $2,337.541 on its books, which is due through 2010. The loss on the sale of YYB is summarized as follows (in U.S. dollars):

Sales price                                                                                                              
  $ 2,337,541  
Carrying value of net assets                                                                                                              
    6,723,605  
Loss on sale                                                                                                              
  $ (4,386,064 )

Summarized operating results of discontinued operations through June 26, 2009 (the date of sale) and for the year ended December 31, 2008 are as follows:

 
 
Year Ended December 31,
 
 
 
2009
   
2008
 
Revenue                                                                                             
  $ 594,839     $ 3,967,643  
Income before income taxes                                                                                             
  $ 277,743     $ 1,081,021  

Included in income (loss) from discontinued operations, net are income tax expenses of $30,717 and $5,213 for the years ended December 31, 2009 and 2008, respectively. YYB’s tax rate is 15% through 2010 in accordance with the “Western Region Development Concession Policy” of the PRC government. The following table summarizes the carrying amounts at June 26, 2009 (the date of sale) and December 31, 2008 of the major classes of assets and liabilities of the Company’s business classified as discontinued operations:

 
 
 
As of
June 26, 2009
(Date of Sale)
   
As of December 31,
2008
 
Current assets:
           
Cash
  $ 1,044,550     $ --  
Accounts receivable, net
    1,094,399       930,769  
Inventories
    584,886       423,842  
Other current assets
    3,975       80,410  
    $ 2,727,810     $ 1,435,021  
Long-lived assets:
               
Property and equipment
    2,097,076     $ 1,742,739  
Other
    3,040,406       47,195  
    $ 5,137,482     $ 1,789,934  
Current liabilities:
               
Accounts payable and accrued liabilities
    569,188       685,360  
Debt
    572,500       466,155  
    $ 1,141,688     $ 1,151,515  

 
 
54

 


Going Concern

The consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, the realization of assets and satisfaction of liabilities in the normal course of business. The Company incurred losses before discontinued operations of $12,482,018 and $712,948 for the years ended December 31, 2009 and 2008, respectively, and had an accumulated deficit of $52,438,553 at December 31, 2009. In addition, the Company used cash from operating activities of continuing operations of $3,204,985.

During the second quarter 2009 the Company’s corporate management became aware of certain internal disputes in China between the management of JJB and JPI. These disputes have effectively resulted in difficulties in managing the operations of JJB and also receiving financial information from them. As a result of this loss of control, the Company entered into the Agreement to deconsolidate JPI (see above).

On April 14, 2010 the Company had cash on hand of approximately $6.4 million. The Company’s operations currently require approximately $300,000 per month exclusive of interest payments.

The monthly cash requirement of $300,000 does not include any extraordinary items or expenditures, including payments to the Mayo Clinic on clinical trials for the Company’s ONKO-SUREtm kit or expenditures related to further development of the CIT technology, as no significant expenditures are anticipated other than recurring legal fees incurred in furtherance to of patent protection for the CIT technology.

From January 1, 2010 through April 13, 2010, the Company raised gross proceeds of approximately $6,000,000 from the issuance of additional 12% convertible promissory notes payable and $512,000 from the exercise of warrants to purchase 400,000 shares. Additionally, in 2010, the Company entered into a 5-year collaboration agreement with a third party to commercialize the Company’s CIT technology in India, resulting in a potential revenue sharing arrangement. The Company is actively securing additional distribution agreements that include potential revenue sharing arrangements in 2010.

The Company’s near and long-term operating strategies focus on (i) obtaining SFDA approval for the ONKO-SUREtm kit, (ii) further developing and marketing of ONKO-SUREtm, (iii) seeking a large pharmaceutical partner for the Company’s CIT technology in other locations, (iv) selling different formulations of HPE-based products in the U.S. and internationally and (v) introduction of new products. Management recognizes that ability to achieve any of these objectives is dependent upon obtaining significant additional financing to sustain operations to enable it to continue as a going concern. Management’s plans include seeking financing, alliances or other partnership agreements with entities interested in the Company’s technologies, or other business transactions that would generate sufficient resources to assure continuation of the Company’s operations and research and development programs.

There are significant risks and uncertainties which could negatively affect the Company operations. These are principally related to (i) the absence of substantive distribution network for the Company’s ONKO-SUREtm kits, (ii) the early stage of development of the Company’s CIT technology and the need to enter into additional strategic relationships with larger companies capable of completing the development of any ultimate product line including the subsequent marketing of such product, (iii) the absence of any commitments or firm orders from the Company’s distributors, (iv) possible defaults in existing indebtedness and (v) failure to meet operational covenants in existing financing agreements which would trigger additional defaults or penalties. The Company’s limited sales to date for the ONKO-SUREtm kit and the lack of any purchase requirements in the existing distribution agreements make it impossible to identify any trends in the Company’s business prospects. Moreover, if either AcuVector and/or the University of Alberta is successful in their claims, we may be liable for substantial damages, the Company’s rights to the CIT technology will be adversely affected, and the Company’s future prospects for licensing the CIT technology will be significantly impaired.


 
 
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The Company’s only sources of additional funds to meet continuing operating expenses, fund additional research and development and fund additional working capital are through the sale of securities, and/or debt instruments. We are actively seeking additional debt or equity financing, but no assurances can be given that such financing will be obtained or what the terms thereof will be. We may need to discontinue a portion or all of its operations if the Company is unsuccessful in generating positive cash flow or financing for the Company’s operations through the issuance of securities.

Principles of Consolidation

As of September 29, 2009, the Company deconsolidated JPI, but for the period of January 1, 2009 through September 29, 2009 the operations of JPI have been consolidated in the statements of operations and comprehensive income (loss) and statement of cash flows. Intercompany transactions for the period ended September 29, 2009 have been eliminated in consolidation. In addition, the Company consolidated the operations of YYB through June 26, 2009 (the date of sale), which have been classified as discontinued operations at December 31, 2008 and for the years ended December 31, 2009.

Reclassifications

Reclassifications have been made to prior year consolidated financial statements in order to conform the presentation to the statements as of and for the year ended December 31, 2009.

Revenue Recognition

In China, in 2009, through the date of the deconsolidation on September 29, 2009, the Company generated revenues of approximately $8,469,000 primarily from wholesale sales of over-the-counter and prescription pharmaceuticals and cosmetic products. The Company’s revenues outside of China total approximately $158,000 for the year ended December 31, 2009. See Note 13 for segment reporting.

Wholesale Sales

Revenues from the wholesale sales of over-the counter and prescription pharmaceuticals are recognized when persuasive evidence of an arrangement exists, title and risk of loss have passed to the buyer, the price is fixed or readily determinable and collection is reasonably assured, as noted in the appropriate accounting guidance.

During the third and fourth quarters of 2009, the Company entered into several distribution agreements for various geographic locations with a third party. Under the terms of the agreements, the Company sells product to the distributor at a base price that is the greater of a fixed amount (as defined in each agreement) or 50% of the distributor’s invoiced Net Sales price (as defined) to its customers. The distributor is required to provide the Company quarterly reconciliations of the distributor’s actual invoiced prices at which time the price becomes fixed and determinable by the Company. Until the price is fixed and determinable, the Company defers the recognition of revenues under these arrangements. As of December 31, 2009, the Company had $103,128 of deferred revenue related to these arrangements recorded in the accompanying consolidated balance sheet.

In conjunction with the launch of the Company’s Goodnak facial creams, distributors of the products were offered limited-time discounts to allow for promotional expenses incurred in the distribution channel. Distributors are not required to submit proof of the promotional expenses incurred. The Company accounts for the promotional expenses in accordance with FASB ASC 815-30-35 Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products), (“ASC 815-30-35”). Accordingly, the promotional discounts have been netted against revenue in the accompanying consolidated statements of operations and comprehensive income (loss). Accounts receivable have also been reduced by the promotional discounts, as customers are permitted by the terms of the distribution contracts to net the discounts against payments on the related invoices.

Any provision for sales promotion discounts and estimated returns are accounted for in the period the related sales are recorded. Buyers generally have limited rights of return, and the Company provides for estimated returns at the time of sale based on historical experience. Returns from customers historically have not been material. Actual returns and claims in any future period may differ from the Company’s estimates.
 
 
 
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In accordance with FASB ASC 605-45-50-3, Taxes Collected from Customers and Remitted to Governmental Authorities, (“ASC 605-45-50-3”), JPI’s revenues are reported net of value added taxes (“VAT”) collected.

Accounting for Shipping and Handling Revenue, Fees and Costs

The Company classifies amounts billed for shipping and handling as revenue in accordance with FASB ASC 605-45-50-2, Shipping and Handling Fees and Costs (“ASC 605-45-50-2”). Shipping and handling fees and costs are included in cost of sales.

Other Comprehensive Income and Foreign Currency Translation

FASB ASC 220-10-05, Comprehensive Income, establishes standards for the reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.

The accompanying consolidated financial statements are presented in United States dollars. The functional currency of JPI is the Yuan Renminbi (“RMB”). For 2008, the balance sheet accounts of JPI were translated into United States dollars from RMB at year end exchange rates and for the year ended December 31, 2008 and the period ended September 29, 2009, all revenues and expenses are translated into United States dollars at average exchange rates prevailing during the periods in which these items arise. For 2008, capital accounts were translated at their historical exchange rates when the capital transactions occurred. Translation gain of $1,375,023 for 2008 was recorded as accumulated other comprehensive income (loss), a component of stockholders’ equity.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into United States dollars at the rates used in translation.

Research and Development

Internal research and development costs are expensed as incurred. Non-refundable third party research and development costs are expensed when the contracted work has been performed.

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Inventories

JPI recorded inventories at the lower of weighted-average cost (which approximates cost on a first-in, first-out basis) or net realizable value. Major components of inventories were raw materials, packaging materials, direct labor and production overhead. Radient’s inventories consist primarily of raw materials and related materials, are stated at the lower of cost or market with cost determined on a first-in, first-out (“FIFO”) basis. The Company regularly monitors inventories for excess or obsolete items and makes any valuation corrections when such adjustments are needed. From time to time, provisions are made to reduce excess or obsolete inventories to their estimated net realizable value. Once established, write-downs are considered permanent adjustments to the cost basis of the obsolete or excess inventories.


 
 
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Property and Equipment

Property and equipment is stated at cost. Depreciation is computed using the straight-line method over estimated useful lives as follows:

Machinery and equipment, including lab equipment
5 to 15 years
Office equipment
3 to 5 years

Maintenance and repairs are charged to expense as incurred. Renewals and improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in the consolidated statement of operations.

Intangible Assets

The Company owns intellectual property rights and an assignment of a US patent application for its CIT technology. The technology was purchased from Dr. Lung-Ji Chang, who developed it while at the University of Alberta, Edmonton, Canada. The purchase price is being amortized over the expected useful life of the technology, which the Company determined to be 20 years, based upon an estimate of three years to perfect the patent plus 17 years of patent life.

Impairment of Long-Lived Assets

In accordance with FASB ASC 360-10-5, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company evaluates the carrying value of its long-lived assets for impairment whenever events or changes in circumstances indicate that such carrying values may not be recoverable. The Company uses its best judgment based on the current facts and circumstances relating to its business when determining whether any significant impairment factors exist. The Company considers the following factors or conditions, among others, that could indicate the need for an impairment review:

 
significant under performance relative to expected historical or projected future operating results;

 
market projections for cancer research technology;

 
its ability to obtain patents, including continuation patents, on technology;

 
significant changes in its strategic business objectives and utilization of the assets;