Universal Detection Technology's Radiation Detection Equipment to Be Marketed in Japan and Singapore Pursuant to Distribution Agreement
UNDT's Radiation Detection Equipment Marketed in Japan and Singapore by APP Systems LOS ANGELES, CA, Apr 14, 2011 (MARKETWIRE via COMTEX) -- Universal Detection Technology (www.udetection.com) (OTCBB: UNDT), a developer of early-warning monitoring technologies that protect against biological, chemical, and radiological threats, announced today that it has signed an agreement with APP System Services (APP). APP will market UNDT's radiation detection devices in Japan and Singapore. APP is a premier sales and service provider for high technology products, in biotech, environmental and defense industries. APP serves both the private and government sectors.
The most recent assessment of the radiation level in Japan is that it is officially equal to Chernobyl. Officials with the company that operates Japan's tsunami-stricken nuclear plant say radioactive contamination in groundwater underneath a reactor has been measured at 10,000 times the government health standard. A spokesman for plant operator Tokyo Electric Power Co says the company doesn't believe any drinking water supply is affected. Contaminated water has been pooling at the Fukushima Daiichi nuclear power complex since it was damaged by the devastating earthquake and tsunami. It has already leaked into the ocean.
The Environmental Protection Agency (EPA) reported today that low levels of radiation have turned up in milk samples from two West Coast states. The EPA and the Food and Drug Administration said that radiation was found in a March 25 milk sample from Spokane, Washington. The California Department of Public Health said on its website that a similar result was found March 28 at a dairy in San Luis Obispo County.
"Through our agreement with APP System Services we plan to make our radiation detection products available to a broad market in Japan and Singapore," said Jacques Tizabi, UNDT's Chairman and CEO. "APP will use its sales force to market UNDT's radiation detection devices to both the government and private sectors. While there has been a rush by consumers to quickly purchase hand-held dosimeters, most of which are currently in very short supply by us and other suppliers, there continues to be an interest from institutional customers for more sophisticated detection equipment which we hope to be able to provide not necessarily in the immediate present, but throughout the length of this crisis," he added.
Universal Detection Technology (UNDT) is a developer of monitoring technologies, including bioterrorism detection devices. The company on its own and with development partners is positioned to capitalize on opportunities related to Homeland Security. The Company is a reseller of handheld assays used for detection of five bioterrorism agents, radiation detection systems, and chemical agent detectors. For more information, please visit www.udetection.com.Posts: 119 | From: new york | Registered: Sep 2009
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Universal Detection Technology Confirms Orders to Both Domestic and Japanese Customers and Expects to Ship Radiological Detection Devices by the End of April
Orders Include Variety of Radiation Detection Devices Which Include Dosimeters and Survey Meters and Surface Monitors LOS ANGELES, CA, Apr 18, 2011 (MARKETWIRE via COMTEX) -- Universal Detection Technology (www.udetection.com) (OTCBB: UNDT), a developer of early-warning monitoring technologies that protect against biological, chemical, and radiological threats, announced today that it expects to begin the shipment of radiological detection devices to both domestic and Japanese customers based on confirmed purchase orders. The orders include a variety of radiation detection devices such as personal dosimeters, survey meters and surface monitors. The confirmed orders include orders for the Company's dosimeter systems such as the SOR/T and SOR/RF dosimeters used for measurement of cumulative radiation exposures and the company's advanced survey meters and surface monitors such as the PDS-100 GN and RDS-80A used in detection on contamination on surfaces and in particular food and water. These detectors have a price range from $450.00 to $2,800.00 per unit.
The owners of the Fukushima Daiichi plant said on Sunday, in their first public timetable for ending the crisis that engineers will need six to nine months to bring the damaged nuclear reactors at the power plant under control.
It will take three months to reduce the levels of radioactivity in the plant and restore normal cooling systems in the reactors and spent fuel pools, the Tokyo Electric Power Company announced. Another three to six months will be needed before the reactors are fully shut down and new shells are built around their damaged housings, the company said.
Meanwhile, Japan's government said it would try to decontaminate "the widest possible area" in that period before deciding whether the tens of thousands who have been forced to flee their homes will be allowed to return, said Goshi Hosono, an adviser to Japanese Prime Minister Naoto Kan.
"As we expect to ship radiation detection devices to the domestic and Japanese markets later this month, we continue to see increased interest in our products from a variety of individual and institutional consumers in Japan, and here in the United States," said Mr. Jacques Tizabi, UNDT's Chairman and CEO. "As the nuclear crisis continues, we have noticed a higher level of interest in the more sophisticated meters of which we have more access to inventory, and not just the basic personal dosimeters. Based on the interest level at the present time, we expect to see an increase in orders for our more sophisticated survey meters designed for detecting radiation on surfaces in particular in food and water," he added.
For more product information please email firstname.lastname@example.org.
Universal Detection Technology (UNDT) is a developer of monitoring technologies, including chemical, biological, radiological, nuclear (DBRN), and mold detection devices. The company on its own and with development partners is positioned to capitalize on opportunities related to Homeland Security. The Company is a reseller of handheld assays used for detection of five bioterrorism agents, radiation detection systems, and chemical agent detectors. For more information, please visit www.udetection.com.Posts: 119 | From: new york | Registered: Sep 2009
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wow been out this afternoon and I come back to see some great news tonight on $UNDT, we played this last year and the chart is setting up just like it did last April, and there is a ton of attention on this one all over the place, imo looking at the chart I see a retest to .0027 if the momo keeps up this pace into the open tomorrow
Posts: 119 | From: florida | Registered: Oct 2010
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YOU SHOULD READ THE FOLLOWING DISCUSSION AND ANALYSIS TOGETHER WITH OUR CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT. SOME OF THE INFORMATION CONTAINED IN THIS DISCUSSION AND ANALYSIS OR SET FORTH ELSEWHERE IN THIS ANNUAL REPORT, INCLUDING INFORMATION WITH RESPECT TO OUR PLANS AND STRATEGIES FOR OUR BUSINESS, INCLUDES FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. YOU SHOULD REVIEW THE "RISK FACTORS" SECTION OF THIS REPORT FOR A DISCUSSION OF IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE RESULTS DESCRIBED IN OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD SUFFER.
OUR INDEPENDENT AUDITORS' REPORT EXPRESSES DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Our independent auditors' report, dated April 15, 2011 includes an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern, due to our working capital deficit at December 31, 2010. We have experienced operating losses since the date of the auditors' report. Our auditor's opinion may impede our ability to raise additional capital on terms acceptable to us. If we are unable to obtain financing on terms acceptable to us, or at all, we will not be able to accomplish any or all of our initiatives and will be forced to consider steps that would protect our assets against our creditors. If we are unable to continue as a going concern, your entire investment in us could be lost.
WE ARE IN DEFAULT OF A SUBSTANTIAL PORTION OF OUR DEBT AND DO NOT HAVE ADEQUATE CASH TO FUND OUR WORKING CAPITAL NEEDS. OUR FAILURE TIMELY TO PAY OUR INDEBTEDNESS MAY REQUIRE US TO CONSIDER STEPS THAT WOULD PROTECT OUR ASSETS AGAINST OUR CREDITORS.
If we cannot raise additional capital, we will not be able to repay our debt or pursue our business strategies as scheduled, or at all, and we may cease operations. We have been unable to pay all of our creditors and certain other obligations in accordance with their terms, and as a result, at December 31, 2010 we are in default on a portion of our debt totaling approximately $428,240 excluding accumulated interest of approximately $652,920. In the aggregate, as of December 31, 2010, we have approximately $1.9 million in debt obligations, including interest, owing within the next 12 months. We cannot assure you that any of these note-holders will agree to extend payment of these debt obligations or ultimately agree to revise the terms of this debt to allow us to make scheduled payments over an extended period of time.
We have nominal cash on hand and short-term investments and we do not expect to generate material cash from operations within the next 12 months. We have attempted to raise additional capital through debt or equity financings and to date have had limited success. The downtrend in the financial markets has made it extremely difficult for us to raise additional capital. If we are unable to raise capital successfully, or reduce our debt through other means, we may be unable to continue operations.
THE COMPANY DOES NOT OWN ANY PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS IN THE PRODUCTS IT MARKETS AND SELLS
The Company does not own any intellectual property rights with respect to the products it markets and sells. The Company is a "reseller" of products available to it under supply and distribution agreements. As such, the Company may be at a competitive disadvantage with respect to protecting its ability to continue to market and sell any particular device, even if such device is in high demand. The Company cannot assure the availability of the products it sells or any improvements on such products. In addition, should such products become the subject of infringement claims by third parties, the Company may be unable to continue selling such products while such claims are unresolved. The Company would be forced to rely on the efforts of the owners of the products and underlying technologies to defend such suits should they arise. Such legal challenges, should they arise, would be detrimental to our operations. The Company believes it could source other suppliers of products should any of its suppliers become unable to sell product for any reason, however there can be no assurance that such replacement suppliers can be found timely or upon terms acceptable to the Company, if at all.
WE HAVE NO ABILITY TO FINANCE SIGNFICANT ORDERS OF OUR PRODUCTS OR TO PREPAY FOR ORDERS THAT MAY REQUIRE SUCH PAYMENT; WE MAY BE UNABLE TO TIMELY FULFILL ORDERS, IF AT ALL
The Company is a "reseller" of products available to it under supply and distribution agreements.When we obtain products for resale to our customers, we must be able to finance the purchase of such products. When the quantities and/or unit prices are low or nominal, we can finance that acquisition through existing cash, or require pre-payment from our customers, or request that the supply invoices be payable at a point in the future subsequent to the collection of the purchase price from our customers. The products we offer vary in price from several hundred dollars per unit to several thousand dollars per unit. From time to time, our management has made loans to the Company the proceeds of which are used for general operations including the acquisition of limited amount of product for demonstration and resale. Currently, we believe that none of our accounts receivable would be attractive to commercial finance lenders or factors as a means to finance product acquisition. Should we be successful in generating significant purchase requests for the products we market and sell, we may be unable to process those orders due to a lack of financing opportunities and a lack of cash on hand. While we may attempt to structure such orders, should they arise, in a way that provides for payment in advance from customers, or payment of invoices after customer collection, or upon a factoring or other finance arrangement, there can be no assurance that we can structure the financing terms in a manner that supports product acquisition in large quantities, if at all. In addition, we have no control over how quickly our suppliers will make product available to us. Even assuming we can finance orders of all sizes, we must rely upon our suppliers to provide product and ship product in a timely manner. However, we cannot control the timing and shipment of the products that we resell. If we are able to generate purchase orders, we may be unable to fulfill them timely and upon financing terms acceptable to us or our suppliers and customers, which would be detrimental to our operations.
THE SECRETARY OF STATE OF CALIFORNIA HAS ASSIGNED A "SUSPENDED" STATUS TO OUR CORPORATE ENTITY WHICH MAKES US VULNERABLE TO CHALLENGE AND UNABLE TO TAKE ACTIONS THAT CORPORATIONS IN GOOD STANDING MAY TAKE
Due to a failure to timely file certain state and franchise tax returns in the State of California, the Secretary of State of California has suspended our corporate status. We have since made all filings required by the Franchise Tax Board in the State of California, together with all fees, taxes and penalties due. We fully expect the status of the corporation to be restored to "active" and for the Company to be in good standing in the State of California. Until restored we have limited abilities to function as a corporation under the laws of the State of California and we are vulnerable to suit and challenge of our activities since our suspended status became effective. We if are unable to promptly restore our good standing, our operations will be adversely affected, which would be detrimental to our shareholders.
WE HAVE A HISTORY OF LOSSES AND WE DO NOT ANTICIPATE THAT WE WILL BE PROFITABLE IN FISCAL 2011.
We do not anticipate generating significant sales. We have not been profitable in the past years and had an accumulated deficit of approximately $45.4million at December 31, 2010. We have had little revenues from sales of our products since the beginning of fiscal 2002, the commencement of our entry in the counter terrorism market. During the fiscal years ended December 31, 2010 and 2009, we had losses of $2.2 and$4.6 million, respectively. During fiscal 2010, we had gross revenues of $5,368. Achieving profitability depends upon numerous factors, including our ability to develop, market, and sell commercially accepted products timely and cost-efficiently. We do not anticipate that we will be profitable in fiscal 2011.
IF WE OBTAIN FINANCING, EXISTING SHAREHOLDER INTERESTS MAY BE DILUTED.
If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our shareholders will be diluted. In addition, any convertible securities issued may not contain a minimum conversion price, which may make it more difficult for us to raise financing and may cause the market price of our common stock to decline because of the indeterminable overhang that is created by the discount to market conversion feature. In addition, any new securities could have rights, preferences and privileges senior to those of our common stock. Furthermore, we cannot assure you that additional financing will be available when and to the extent we require or that, if available, it will be on acceptable terms.
MANAGEMENT HAS LLIMITED EXPERIENCE IN SALES AND DISTRIBUTION. WE MAY NOT BE ABLE TO MARKET AND DISTRIBUTE PRODUCTS EFFECTIVELY, WHICH COULD HARM OUR FUTURE PROSPECTS.
If we are unable to establish a successful sales, marketing, and distribution operation, we will not be able to generate sufficient revenue in order to maintain operations. We have limited experience in marketing or distributing new products. We have limited experience in developing, training, or managing a sales force. If we choose to establish a direct sales force, we will incur substantial additional expense. We may not be able to build a sales force on a cost effective basis or at all. Any direct or internet marketing and sales efforts may prove to be unsuccessful. In addition, our marketing and sales efforts may be unable to compete with the extensive and well-funded marketing and sales operations of some of our competitors. We also may be unable to engage qualified distributors. Even if engaged, they may fail to satisfy financial or contractual obligations to us, or adequately market our products.
OUR PRODUCTS MAY NOT BE COMMERCIALLY ACCEPTED WHICH WILL ADVERSELY AFFECT OUR REVENUES AND PROFITABILITY.
Our ability to enter into the bioterrorism detection device market, establish brand recognition and compete effectively depends upon many factors, including broad commercial acceptance of our products. If our products are not commercially accepted, we will not recognize meaningful revenue and may not continue to operate. The success of our products will depend in large part on the breadth of information these products capture and the timeliness of delivery of that information. The commercial success of our products also depends upon the quality and acceptance of other competing products, general economic and political conditions and other factors, all of which can change and cannot be predicted with certainty. We cannot assure you that our new products will achieve market acceptance or will generate significant revenue.
EXISTING AND DEVELOPING TECHNOLOGIES MAY ADVERSELY AFFECT THE DEMAND FOR OUR PRODUCTS.
Our industry is subject to rapid and substantial technological change. Developments by others may render our technologies and planned products noncompetitive or obsolete, or we may be unable to keep pace with technological developments or other market factors. Competition from other companies, universities, governmental research organizations and others diversifying into our field is intense and is expected to increase.
SHARES ISSUED UPON THE EXERCISE OF OUR OUTSTANDING OPTIONS AND WARRANTS, OR UPON THE CONVERSION OF PROMISSORY NOTES, MAY DILUTE YOUR STOCK HOLDINGS AND ADVERSELY AFFECT OUR STOCK PRICE.
If exercised, our outstanding options and warrants will cause immediate and substantial dilution to our stockholders. We have issued options and warrants to acquire our common stock to our employees, consultants, and investors at various prices, some of which are or may in the future be below the market price of our stock. As of December 31, 2010, we had outstanding options and warrants to purchase a total of 539,750shares of common stock. Of these options and warrants, all have exercise prices at or above the recent market price of $0.001 per share (as of April 8, 2011) and none have exercise prices at or below this price. In addition, because of our financial condition and substantial indebtedness and our need to raise capital, from time to time we have converted outstanding debt obligations into common stock. During 2010, we converted debt at conversion prices ranging from $.006 to $.0038 per share. Our conversion of outstanding debt obligations to common stock, as well as the exercise of outstanding options and warrants to purchase common stock, which the Board of Directors may authorize and undertake from time to time, may dilute the stockholdings of current shareholders.
THE LOSS OF OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER WOULD DISRUPT OUR BUSINESS.
Our success depends in substantial part upon the services of Jacques Tizabi, our President, Chief Executive Officer and Chairman of the Board of Directors. The loss of or the failure to retain the services of Mr. Tizabi would adversely affect the development of our business and our ability to realize profitable operations. We do not maintain key-man life insurance on Mr. Tizabi and have no present plans to obtain this insurance.
WE MAY BE SUED BY THIRD PARTIES WHO CLAIM THE PRODUCTS WE SELL INFRINGE ON THEIR INTELLECTUAL PROPERTY RIGHTS. DEFENDING AN INFRINGEMENT LAWSUIT IS COSTLY AND WE MAY NOT HAVE ADEQUATE RESOURCES TO DEFEND OURSELVES.
We may be exposed to future litigation by third parties based on claims that the products we sell infringe on the intellectual property rights of others or that we have misappropriated the trade secrets of others. This may be true even if we do not own the technologies embedded in the products we sell. This risk is compounded by the fact that the validity and breadth of claims covered in technology patents in general and the breadth and scope of trade secret protection involves complex legal and factual questions for which important legal principles are unresolved. Any litigation or claims against us, whether or not valid, could result in substantial costs, could place a significant strain on our financial and managerial resources, and could harm our reputation.
WE HAVE NOT PAID ANY CASH DIVIDENDS AND NO CASH DIVIDENDS WILL BE PAID IN THE FORESEEABLE FUTURE.
We do not anticipate paying cash dividends on our common stock in the foreseeable future, and we cannot assure an investor that funds will be legally available to pay a dividend or that even if the funds are legally available, that a dividend will be paid.
THE APPLICATION OF THE “PENNY STOCK” RULES COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND INCREASE YOUR TRANSACTION COSTS TO SELL THOSE STOCK.
As long as the trading price of our common stock is below $5 per share, the open-market trading of our common stock will be subject to the “penny stock” rules. The “penny stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser’s written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our common stock, and may result in decreased liquidity for our common stock and increased transaction costs for sales and purchases of our common stock as compared to other securities.
OUR STOCK PRICE IS VOLATILE.
The trading price of our common stock fluctuates widely and in the future may be subject to similar fluctuations in response to quarter-to-quarter variations in our operating results, announcements of technological innovations or new products by us or our competitors, general conditions in the terrorism detection device industry in which we compete and other events or factors. In addition, in recent years, broad stock market indices, in general, and the securities of technology companies, in particular, have experienced substantial price fluctuations. These broad market fluctuations also may adversely affect the future trading price of our common stock.
OUR STOCK HISTORICALLY FLUCTUATES WIDELY IN TRADING VOLUME AND PRICE. THEREFORE, SHAREHOLDERS MAY NOT BE ABLE TO SELL THEIR SHARES FREELY OR AT PRICES AND AT TIMES THAT THEY DESIRE TO SELL SHARES.
The volume of trading in our common stock historically has fluctuated and a limited market presently exists for the shares. We have no analyst coverage of our securities. The lack of analyst reports about our stock may make it difficult for potential investors to make decisions about whether to purchase our stock and may make it less likely that investors will purchase our stock. Our stock trades in a wide fluctuation of volume that we cannot predict or control. We cannot assure you that our trading volume will increase, or that our historically light trading volume or any trading volume whatsoever will be sustained in the future. Therefore, we cannot assure you that our shareholders will be able to sell their shares of our common stock at the time or at the price that they desire, or at all.
POTENTIAL ANTI-TAKEOVER TACTICS AND RIGHTS AND PREFERENCES GRANTED THROUGH THE ISSUANCE OF PREFERRED STOCK RIGHTS MAY BE DETRIMENTAL TO COMMON SHAREHOLDERS.
We are authorized to issue up to 20,000,000 shares of preferred stock. The issuance of preferred stock does not require approval by the shareholders of our common stock. Our Board of Directors, in its sole discretion, has the power to issue preferred stock in one or more series and establish the dividend rates and preferences, liquidation preferences, voting rights, redemption and conversion terms and conditions and any other relative rights and preferences with respect to any series of preferred stock. Holders of preferred stock may have the right to receive dividends, certain preferences in liquidation and conversion and other rights, any of which rights and preferences may operate to the detriment of the shareholders of our common stock. Further, the issuance of any preferred stock having rights superior to those of our common stock may result in a decrease in the market price of the common stock and, additionally, could be used by our Board of Directors as an anti-takeover measure or device to prevent a change in our control.
WE ARE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT. IF WE ARE UNABLE TO TIMELY COMPLY WITH SECTION 404, OUR PROFITABILITY, STOCK PRICE AND RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED.
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our Management, including our Chief Executive Officer ("CEO"), who is also our acting Chief Financial Officer ("CFO"), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of a date (the "Evaluation Date") as of the end of the reporting period covered by the Company's Annual Report on Form 10-K, December 31, 2010. The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management performed such an evaluation and based on such evaluation, our Chief Executive Officer and Acting Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Our Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
* Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; * Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and * Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
As of December 31, 2010 Management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, as of the end of the period covered by this report, such internal controls over financial reporting were not effective to control deficiencies that constituted material weaknesses. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the registrant's annual or interim financial statements will not be prevented or detected on a timely basis.
Our failure to maintain adequate disclosure controls and procedures and internal control over financial reporting may mean that prospective investors and partners will lack confidence in our financial statements, which could cause us to lose financing opportunities or business opportunities, each of which could have a material adverse effect on our business and on our stock price and trading. While our management is working to remedy the material weaknesses there can be no assurance that such actions will be successfully implemented or that we will be able to fully overcome such material weaknesses.
OUR ISSUANCE OF ADDITIONAL COMMON STOCK, OR OPTIONS TO PURCHASE OUR STOCK, WOULD DILUTE YOUR PROPORTIONATE OWNERSHIP AND VOTING RIGHTS.
We are entitled under our articles of incorporation to issue up to 20,020,000,000 shares of capital stock which includes 20,000,000,000 shares of common stock, 20,000,000 shares of Preferred Stock. Our Preferred Stock may be designated in a senior position to our common stock. After taking into consideration our outstanding common stock at April 15, 2011 of 3,587,599,829 shares, we will be entitled to issue up to 16,412,400,171 additional shares of common stock and 20,000,000 of Preferred Stock. Our board of directors may generally issue stock, or options or warrants to purchase those shares, without further approval by our stockholders based upon such factors as our board of directors may deem relevant at that time. It is likely that we will be required to issue a large amount of additional securities to raise capital to further our development or convert outstanding indebtedness to equity. It is also likely that we will be required to issue a large amount of additional securities to directors, officers, employees and consultants as compensatory grants in connection with their services, both in the form of stand-alone grants or under our stock plans. We cannot give you any assurance that we will not issue additional common stock, or options or warrants to purchase those shares, under circumstances we may deem appropriate at the time.
Item 1B. UNRESOLVED STAFF COMMENTS
Not applicable for Smaller Reporting Companies.
ITEM 2. DESCRIPTION OF PROPERTY
We currently do not own any real property. As of June 2009, we moved our corporate headquarters to 340 N. Camden Drive, Suite 302, Beverly Hills, CA 90210, USA. Our offices are still at this address. Our lease for this premises expires on June 1, 2012. The base monthly rent is $6,896. We believe this operating space is adequate for the Company's needs for the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
On May 15, 2002, Walt Disney World Co. commenced action in the Los Angeles Superior Court against the Company and a former wholly-owned subsidiary (WALT DISNEY WORLD CO. V. POLLUTION RESEARCH AND CONTROL CORP. AND DASIBI ENVIRONMENTAL CORP. (Case No. BC 274013 Los Angeles Superior Court) for amounts due in connection with unpaid rent. A judgment was entered for $411,500. No amounts have been paid in connection with the judgment. As of December 31, 2010, $411,500 has been accrued.
On or about April 16, 2004, Plaintiffs A. Sean Rose, Claire F. Rose, and Mark Rose commenced an action in the Los Angeles Superior Court against the Company (A. SEAN ROSE, CLAIRE F. ROSE AND MARK ROSE V. UNIVERSAL DETECTION TECHNOLOGY, FKA POLLUTION RESEARCH AND CONTROL CORPORATION) for amounts allegedly due pursuant to four unpaid promissory notes. On August 2, 2004, the parties executed a Confidential Settlement Agreement and Mutual Releases (the “Agreement”). On December 30, 2005, Plaintiffs commenced an action against the Company, alleging the Company breached the Agreement and sought approximately $205,000 in damages. A judgment was entered on April 11, 2006 for $209,277.58. The Company has previously accrued for this settlement. As of December 31, 2010, we have accrued $559,303 for this settlement including principal and interest.
On June 2, 2006, Plaintiff Trilogy Capital Partners instituted an action in the Los Angeles Superior Court (TRILOGY CAPITAL PARTNERS V. UNIVERSAL DETECTION TECHNOLOGY, ET. AL., Case No. SC089929) against the Company. Plaintiff's Complaint alleged damages against UDT for breach of an engagement letter in the amount of $93,448.54. Also, Plaintiff alleged that UDT had failed to issue warrants to it pursuant to a written agreement. After completing the initial stages of litigation and conducting extensive mediation, Plaintiff and UDT reached a settlement wherein commencing December 15, 2006, UDT would make monthly payments to Plaintiff of $2,000 until a debt of $90,000 plus accrued interest at six percent per annum was fully paid. In exchange, Plaintiff would release all of its claims against UDT. UDT has not been current on all of its agreed payments to Plaintiff. As of December 31 2010, $28,098 was due under the agreement.
On November 15, 2006, Plaintiff NBGI, Inc. instituted an action in the Los Angeles Superior Court (NBGI, Inc. v. Universal Detection Technology, et. al., Case No. BC361979) against UDT. NBGI, Inc.'s Complaint alleged breach of contract, and requested damages in the amount of $111,014.34 plus interest at the legal rate and for costs of suit. A Motion for Summary Judgment was set for September 11, 2007. The Summary Judgment was granted in NBGI’s favor and judgment has been entered. No payments have been made on this judgment and no actions to enforce the judgment have been taken against UDT.
On November 1, 2010 the accounting firm of A.J. Robbins, P.C. filed a lawsuit in the District Court, City and County of Denver, Colorado, seeking recovery of fees allegedly owed for accounting services performed during 2004 to 2008. The claims have been asserted against UDT and our CEO, Jacques Tizabi, as a result of a personal guarantee. UDT and our CEO dispute that the fees are owed and intends to oppose the suit.On December 15, 2010, Defendants filed an Answer which asserts several defenses. The parties have exchanged initial disclosures, and the matter has been set for trial commencing on December 5, 2011. Formal discovery has not yet commenced.
ITEM 4. REMOVED AND RESERVED
-------------------- WHADDYA MEAN I CAN BE PRESIDENT OF THE USA.ITS STILL WE THE PEOPLE.RIGHT? Posts: 2048 | From: THE LAND OF CAPS LOCK. | Registered: Oct 2004
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a little bit of dilution going on u think?thats it chipper pump it up.!!
During 2010, we issued 996,977,751 shares of common stock to various note holders to convert outstanding debt obligations valued at approximately $1,289,370 as follows:
On January 27, 2010, we issued 50,053,381 shares of common stock to convert outstanding debt obligations valued at $150,160. On March 24, 2010, we issued 24,380,000 shares of common stock to convert outstanding debt obligations valued at $56,074. On March 24, 2010, we issued 28,750,000 shares of common stock to convert outstanding debt obligations valued at $66,125. On March 22, 2010, we issued 48,887,490 shares of common stock to convert outstanding debt obligations valued at $112,441. On April 09, 2010, we issued 44,075,000 shares of common stock to convert outstanding debt obligations valued at $167,485. On April 09, 2010, we issued 18,671,500 shares of common stock to convert outstanding debt obligations valued at $70,952. On May 19, 2010, we issued 30,510,000 shares of common stock to convert outstanding debt obligations valued at $67,122. On May 19, 2010, we issued 25,000,000 shares of common stock to convert outstanding debt obligations valued at $55,000. On May 19, 2010, we issued 3,155,620 shares of common stock to convert outstanding debt obligations valued at $6,942. On May 19, 2010, we issued 3,360,000 shares of common stock to convert outstanding debt obligations valued at $7,392. On May 19, 2010, we issued 734,770 shares of common stock to convert outstanding debt obligations valued at $1,616. On August 25, 2010, we issued 67,260,000 shares of common stock to convert outstanding debt obligations valued at $53,808. On September 13, 2010, we issued 75,000,000 shares of common stock to convert outstanding debt obligations valued at $75,000. On October 19, 2010, we issued 32,372,093 shares of common stock to convert outstanding debt obligations valued at $29,135. On October 19, 2010, we issued 38,025,000 shares of common stock to convert outstanding debt obligations valued at $34,223. On November 01, 2010, we issued 81,000,000 shares of common stock to convert outstanding debt obligations valued at $64,800. On November 10, 2010, we issued 80,505,000 shares of common stock to convert outstanding debt obligations valued at $48,303. On November 15, 2010, we issued 79,560,000 shares of common stock to convert outstanding debt obligations valued at $55,692. On November.15, 2010, we issued 76,931,050 shares of common stock to convert outstanding debt obligations valued at $53,852. On November 30, 2010, we issued 89,354,486 shares of common stock to convert outstanding debt obligations valued at $53,613. On December 20, 2010, we issued 99,392,361 shares of common stock to convert outstanding debt obligations valued at $59,635.
-------------------- WHADDYA MEAN I CAN BE PRESIDENT OF THE USA.ITS STILL WE THE PEOPLE.RIGHT? Posts: 2048 | From: THE LAND OF CAPS LOCK. | Registered: Oct 2004
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After taking into consideration our outstanding common stock at April 15, 2011 of 3,587,599,829 shares, we will be entitled to issue up to 16,412,400,171 additional shares of common stock and 20,000,000 of Preferred Stock.
-------------------- WHADDYA MEAN I CAN BE PRESIDENT OF THE USA.ITS STILL WE THE PEOPLE.RIGHT? Posts: 2048 | From: THE LAND OF CAPS LOCK. | Registered: Oct 2004
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