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TMCNet:  MILLENNIUM HEALTHCARE INC. - 10-K/A - Management's Discussion and Analysis of Financial Condition and Results of Operations

[April 18, 2014]

MILLENNIUM HEALTHCARE INC. - 10-K/A - Management's Discussion and Analysis of Financial Condition and Results of Operations

(Edgar Glimpses Via Acquire Media NewsEdge) Company Overview The Company is a medical device and healthcare support and services company. The Company purchases, supplies and distributes revolutionary medical devices and equipment with a current focus on prevention and early detection. The Company also provides physician practice administration with a current focus on physician practices specializing in cardiovascular procedures. In addition, the Company provides support and services specializing in medical procedure billing and collections, medical procedure coding, call and message management, and emergency dispatch. The marketplace for the Company's products and services continues to be high quality physician offices, practices and facility locations with competent and caring doctors and staff.


Current Operations and Recent Developments The Company is currently launching its medical equipment and device business.

This business focuses on strategic alliances and partnerships with medical device companies that provide innovative medical devices that utilize cutting edge technology, are cost effective, and FDA approved. Devices the Company elects to distribute are focused on preventative and diagnostic testing and care with the anticipation of detecting potential medical issues in their early stages yielding positive medical outcomes for patients. All of the products that the Company distributes have obtained necessary approvals and certifications and are reimbursable under current medical procedure billing codes. For the year ending December 31, 2013, the Company has made deposits and purchases of over $1.1 Million for devices the Company intends to distribute during the launch of this business. The Company anticipates to start placing and distributing these devices as early as the first quarter of 2014.

On February 1, 2013, the Company entered into an exclusive nationwide distribution agreement with CDx Diagnostics Inc. for an oral cancer biopsy test.

The patented and proprietary oral swab diagnostic platform consists of a unique tissue sampling method combined with computer-assisted laboratory tissue analysis which can identify precancerous epithelial cells that cannot be practically found by any other means. The oral swab provides the physician or dentist with its patented tissue sampling instruments that are used to painlessly and non-invasively obtain complete tissue samples from the epithelium of the mouth and throat in order to test for the presence of precancerous changes. The oral swab brush biopsy instrument for testing of the mouth is handheld. All necessary FDA, EU and other regulatory approvals required to launch the oral swab product worldwide have already been obtained. Oral swab testing provides life-saving potential benefits to the patient without increasing health-care costs. All oral swab laboratory tissue analysis procedures are reimbursed under existing, long-standing laboratory procedure billing codes and fee schedules, and, as such, are considered a covered benefit by virtually all government and private medical insurance.

On May 1, 2013, the Company entered into a distribution agreement with Atossa Genetics Inc. for a breast health test and collection kit ("ForeCYTE Breast Health Test"). The ForeCYTE Breast Health Test provides a cytopathological approach for identifying breast cancer risk: • Nipple Aspirate Fluid ("NAF") collected with FDA-cleared, patented MASCT® non-invasive biopsy instrument • Patented Lab Development Test ("LDT") uses five biomarkers of hyperplasia and an additional marker of sample integrity to help evaluate NAF • 99% of samples sent to the laboratory provide clinically useful results • Rule out atypical hyperplasia at the gynecological visit • Simple to collect using a non-invasive breast pump biopsy device 21 The ForeCYTE Breast Health Test provides women age 18-73 objective and personalized information to improve their breast health, using a cellular diagnostic risk assessment tool. The ForeCYTE Breast Health Test uses no radiation and helps define the biology of breast cancer and hyperplasia.

On May 1, 2013, the Company entered into an exclusive distribution agreement with Heart Smart Inc. for a heart health test and assessment device ("VasoScan"). VasoScan is designed to analyze the Autonomic Nervous System (ANS) function, Stress and Peripheral Blood Circulation. It provides objective data to help assess disorders such as depression, anxiety, sleep disorders, poor concentration, mental/physical stress degree, chronic fatigue and blood circulation. The VasoScan product provides; early detection of arterial wall elasticity and determination of biological arterial age in less than 5 minutes, easy to use, non-operator dependent software, monitors effectiveness of therapeutic intervention, monitors arterial wall response to lifestyle changes / reduction of cardiovascular risk factors, non-invasive - uses a LED/Photodiode finger probe sensor, FDA cleared, light weight and portable (1.5 lbs), user friendly, color printout data sheet and affordable pricing.

On September 18, 2013, the Company entered into an exclusive distribution agreement with eWellness Corporation for distance monitored physical therapy programs. Distance monitored physical therapy programs ("DMpt") are easy to use physical therapy programs that are critical elements in reducing the effects of diabetes and cardiovascular disease and have the potential to dramatically reduce the overall healthcare expenditures associated with these diseases. The DMpt programs are complete and comprehensive programs that include patient evaluation and testing, exercise intervention and exercise demonstration, all based around on-line program monitoring and follow-up, yielding the most beneficial exercise prescription in achieving optimal patient outcomes and results. A DMpt program is also better able to motivate all patient types to stay consistent in working toward their health and wellness goals. The programs will also include a trackable physical therapy element along with reachable patient program goals.

The Company is expanding our physician practice administration and support business. This business offers physician practice development, support and administration services for physician facilities and practices with a focus on vascular disorders. With extensive collective experience and a comprehensive suite of administration services and support, this group assists the physician and his practice in creating environments in which essential vascular access care is provided effectively and efficiently, with optimal outcomes for both the physician and the patient.

In January 2013, the Company's New Jersey physician practice management location under contract became fully operational and up and running. The location was secured by a lease commencing November 15, 2012 for an initial term of ninety months.

On February 1, 2013, the Company entered into a Medical Records Coding Agreement with CDx Diagnostics, Inc., whereby the Company (through its Coding & Billing subsidiary) will review coded medical records provided by CDx Diagnostics, Inc.

and review assignments of ICD-9-CM and ICD-10-CM, when implemented and review coding of principal diagnosis, secondary diagnosis, principal procedure and secondary procedures.

On September 18, 2013, the Company secured a strategic alliance and entered into an agreement with CodeSmart Group Inc., whereby the Company (through its Coding & Billing subsidiary) will offer, promote and endorse CodeSmart Group Inc.'s ICD-10 Educational and Consulting services and solutions, including, but not limited to ICD-10 traditional services, outsourced coding, strategic consulting services and educational products, including, but not limited to proprietary programs such as CodeSmart University and online education programs.

22 In October 2013, the Company's Garden City, New York physician practice management location under contract became fully operational and up and running.

The location was secured by a September 2013 sublease commencing on or about October 1, 2013 for an initial term of ninety months.

On November 4, 2013, the Company's subsidiary, Millennium ProComm Solutions Inc.

acquired the call answering service accounts of Bellringer Communications Inc.

from EJ Thonpson Central Services Inc. for $17,500 and 175,000 shares of common stock. Through this transaction, ProComm has obtained the rights and assignment of approximately 41 additional service customers.

Critical Accounting Policies and Estimates: Our management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. On an ongoing basis, we evaluate these estimates and judgments, including those described below. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and experiences may differ materially from these estimates.

While our significant accounting policies are more fully described in our financial statements, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we use in the preparation of our financial statements.

Convertible Instruments:The Company reviews the terms of convertible debt and equity securities for indications requiring bifurcation, and separate accounting, for the embedded conversion feature. Generally, embedded conversion features where the ability to physical or net-share settle the conversion option is not within the control of the Company are bifurcated and accounted for as a derivative financial instrument. (See Derivative Financial Instruments below).

Bifurcation of the embedded derivative instrument requires allocation of the proceeds first to the fair value of the embedded derivative instrument with the residual allocated to the debt instrument. The resulting discount to the face value of the debt instrument is amortized through periodic charges to interest expense using the Effective Interest Method.

Derivative Financial Instruments: The Company generally does not use derivative financial instruments to hedge exposures to cash-flow or market risks. However, certain other financial instruments, such as warrants or options to acquire common stock and the embedded conversion features of debt and preferred instruments that are indexed to the Company's common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net share settlement is not within the control of the Company. In such instances, net-cash settlement is assumed for financial accounting and reporting, even when the terms of the underlying contracts do not provide for net-cash settlement. Such financial instruments are initially recorded at fair value and subsequently adjusted to fair value at the closeof each reporting period.

Revenue Recognition: The Company recognizes revenues from the following sources: Sales of medical devises are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the buyer is fixed or determinable, and collectability is reasonable assured.

23 Healthcare support, management and administration services rendered to healthcare centers and physician practices are recognized when the services have been rendered.

Impairment of Long-Lived Assets: Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company performs a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.

In December, 2013 management decided to initiate a strategic change in the business operations of the Company. In connection therewith, management decided to focus its future efforts on the development of its medical device distribution business and to phase out its existing businesses.

As a result, the Company has impaired its goodwill and other net intangible assets aggregating $4,046,826 which were acquired in acquisitions consummated in 2011.

Goodwill: Goodwill and Other Intangible Assets-Under ASC No. 350, "Intangibles-Goodwill and Other" ("ASC 350"), goodwill and indefinite lived intangible assets are not amortized but are reviewed annually for impairment, or more frequently, if impairment indicators arise. Intangible assets that have finite lives are amortized over their estimated useful lives and are subject to the provisions of ASC No. 360, "Property, Plant and Equipment" ("ASC 360").

Goodwill impairment is tested at least annually or when factors indicate potential impairment using a two-step process that begins with an estimation of the fair value of each reporting unit. Step 1 is a screen for potential impairment pursuant to which the estimated fair value of each reporting unit is compared to its carrying value. The Company estimates the fair values of each reporting unit by a combination of (i) estimation of the discounted cash flows of each of the reporting units based on projected earnings in the future (the income approach) and (ii) a comparative analysis of revenue and margins multiples of public companies in similar markets (the market approach).

Stock-Based Compensation: The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services". The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty's performance is complete. The fair value of the equity instrument is charged directly to expense and additional paid-in capital.

24 Results of Operations Year Ended December 31, 2013 Compared to Year Ended December 31, 2012 (restated) As of December 31, 2013 and for the years ended December 31, 2013 and 2012 the Company operates in three segments as well as separately identifying the corporate overhead costs. The segments are as follows: Coding - this includes the coding, billing and telecommunications services of the Company; Vascular - this includes all vascular physician practice administration and support services; and Devices - this includes all services related to the medical device and equipment segment.

The method for determining what information to report is based on the way management organizes the operating segments within the Company for making operating decisions and assessing financial performance. The Company's chief operating decision-maker is considered to be the Company's chief financial officer ("CFO").

Generally, any item not directly related to one of our other segments would generally be included in that column. This includes corporate overhead costs such as consulting fees, legal fees and other professional fees including all common stock issued for services, and interest expenses, including all fair value measurements of warrants and fair value adjustments related to our derivative liability that have been charged to interest. We determined that it would be more appropriate including a corporate column rather than develop an allocation to our other reporting units as we have determined allocation percentages.

The CFO reviews financial information presented on an entity level basis accompanied by disaggregated information about revenues by product type and certain information about geographic regions where appropriate for purposes of making operating decisions and assessing financial performance. The entity level financial information is identical to the information presented in the accompanying consolidated statements of operations.

Year Ended December 31, 2013 Coding Device Vascular Corporate Total Segmented Operating Revenues $ 169,487 $ - $ 1,817,825 $ - $ 1,987,312 Total Operating Expenses Net of Depreciation and Amortization, and Other (Income) Loss 264,771 129,983 1,051,782 12,556,280 14,002,816 Depreciation and Amortization 311,353 - 6,465 452,536 770,354 Impairment loss 4,046,826 4,046,826 Other (Income) Loss - - 3,368 (376,389 ) (373,021 ) Net Income (Loss) Applicable to Common Shares $ (406,637 ) $ (129,983 ) $ 756,210 $ (16,679,253 ) $ (16,459,663 ) December 31, 2012 Coding Device Vascular Corporate Total Segmented Operating Revenues $ 242,034 $ - $ 1,444,000 $ - $ 1,686,034 Total Operating Expenses Net of Depreciation and Amortization, and Other (Income) Loss 397,539 6,283 805,927 11,417,709 12,627,458 Depreciation and Amortization 311,354 - 563 449,719 761,636 Other (Income) Loss 894 - 211 6,149,191 6,150,296 Net Income (Loss) Applicable to Common Shares $ (467,753 ) $ (6,283 ) $ 637,299 $ (18,016,619 ) $ (17,853,356 ) 25 For the year ended December 31, 2013, the Company had total revenue of $1,987,312, consisting of $1,817,825 in service revenue from physician practice administration and support and $169,487 in service revenue from medical coding and billing and call answering and emergency dispatch services performed. For the year ended December 31, 2012, the Company had total revenue of $1,686,034.

Revenue increased by $301,278 or 17.9% over prior year due to additional physician practice locations under management and the acquisition of call answering service customers.

The changes in our operating expenses from December 31, 2013 to December 31, 2012 are as follows: Year Ended December 31 2013 2012 $ Change % Change Payroll $ 308,434 $ 211,520 $ 96,914 45.8 Professional fees 1,488,482 1,141,950 346,532 30.3 Consulting for stock 9,050,464 9,894,375 (843,911 ) (8.5 ) Accounting 30,500 30,000 500 1.7 Legal 331,571 429,495 (97,924 ) (22.8 ) Rent 310,468 119,418 191,050 160.0 Insurance 134,269 84,433 49,836 59.0 Telephone 90,165 43,249 46,916 108.5 Travel, meals and entertainment 46,244 101,337 (55,093 ) (54.4 ) Office, medical supplies and other 742,939 670,681 72,258 10.8 Depreciation and amortization 770,354 761,636 8,718 1.1 Total $ 13,303,890 $ 13,488,094 $ (184,204 ) (1.4 ) Payroll, consulting, professional and related expenses consisted of: $11,209,451 in consulting and professional expenses for the year ended December 31, 2013 compared to $11,707,340 for the year ended December 31, 2012, a decrease of $497,889 or 4.25%. The decrease is the net result of added management personnel due to the increase in physician practice management for vascular services, as well as the commencement of our medical device business along with a reduction in the issuance of common stock for professional services; $308,434 in payroll and related tax expenses for the year ended December 31, 2013 compared to $211,520 for the year ended December 31, 2012, an increase of $96,914 or 45.8%.

The increase is the result of rate increases, added physician practice management services and the launching of the medical device business; $1,488,482 for the year ended December 31, 2013 compared to $1,141,950 for the year ended December 31, 2012, an increase of $346,532 or 30.3% for professional fees and consulting fees related to the practice management business, the launching of the medical device business and the Company's capital raising efforts; $9,050,464 for the year ended December 31, 2013 compared to $9,894,375 for the year ended December 31, 2012, a decrease of $843,911 or 8.5% for services incurred for shares of common stock. This decrease is due to the non-recurring issuance of shares during 2012 for advisory board seat members, board seat members, employment and debt financing agreements; $30,500 in accounting expenses for the year ended December 31, 2013 compared to $30,000 for the year ended December 31, 2012, an increase of $500 or 1.7%. The change is the result of compliance with SEC requirements to become fully reporting in accordance with those regulations; and $331,571 in legal expenses for the year ended December 31, 2013 compared to $429,495 for the year ended December 31, 2012, a decrease of $97,924 or 22.8%. Although the Company is utilizing additional legal services for compliance with SEC requirements to become fully reporting in accordance with those regulations, the commencement of our medical device business and debt financings the Company has secured in 2013, the decrease in overall legal fees year to year is due to the value of common shares issued for legal fees along with fees associated with a non-recurring transaction in 2012.

26 Rent expense for the year ended December 31, 2013 was $310,468 compared to $119,418 for the year ended December 31, 2012, an increase of $191,050 or 160.0%. The increase was the result of the expenses related to the corporate headquarters in Garden City, NY and related escalations as well as additional locations for physician practice management services.

General and administrative expenses consisted of: $134,269 in insurance expense for the year ended December 31, 2013 compared to $84,433 for the year ended December 31, 2012, an increase of $49,836 or 59.0%, The increase was due to expanding coverage for our device division as well as physician practice management division for vascular services, increased overall business policy coverage and rate increases; $90,165 in telephone and telecommunication expense for the year ended December 31, 2013 compared to $43,249 for the year ended December 31, 2012, an increase of $46,916 or 108.5%. These costs increased primarily due to increased voice, data, software and hosting for a full year at corporate headquarters along with related repairs/maintenance and expansion of such services and equipment as the Company continues to grow and launch its device business; $46,244 in travel, entertainment, meals and related expenses for the year ended December 31, 2013 compared to $101,337 for the year ended December 31, 2012, a decrease of $55,093 or 54.4%, The decrease is due to the opening of an additional location for vascular management during first quarter 2012; and $742,939 in medical supplies, office and information technology expense for the year ended December 31, 2013 compared to $670,681 for the year ended December 31, 2012, an increase of $72,258 or 10.8%. These costs increased due to the opening of an additional location and the purchase of medical supplies for that location. In addition, the Company incurred bad debt expense of $1,200,000 for the year ended 2013 as compared to zero for 2012.

Depreciation and amortization expenses for the year ended December 31, 2013 of $770,354 increased $8,718 from $761,636 or 1.1% from the year ended December 31, 2012 related to the capital expenditures the Company incurred.

Net other income (expense) was ($3,943,085) for the year ended December 31, 2013 compared to ($6,051,296) for the year ended December 31, 2012, an increase of $2,108,211 or 34.8%. The net other income (loss) is comprised of interest expense, amortization of debt discount, impairment of assets and the fair value adjustment related to the derivative liability. The increase in the net other income (loss) is primarily due to the fair value adjustment related to the derivative liability for the year ended December 31, 2013 and the value of 3,300,000 warrants issued to the preferred stock holder during the year ended December 31, 2012.

The Company had preferred stock dividends of $117,415 in the year ended December 31, 2013 and $99,000 in the year ended December 31, 2012. The dividends commenced accrual at April 1, 2012 and that series of preferred stock had further been retired and replaced with a new series of preferred stock on June 1, 2013.

The net loss of the year ended December 31, 2013 was ($16,577,078) compared to the net loss of ($17,952,356) for the year ended December 31, 2012. The Company had a loss per weighted common shares outstanding of ($.36) for the year ended December 31, 2013 compared to ($.90) for the year ended December 31, 2012.

27 Liquidity and Capital Resources We have a history of operating losses as we have focused our efforts on raising capital and building our physician practice administration business and launching our medical device business. The report of our independent auditors issued on our consolidated financial statements as of and for the year ending December 31, 2013 as well as for the years ended December 31, 2012 and 2011 expresses substantial doubt about our ability to continue as a going concern. In 2012, we were successful in raising net proceeds of $693,500 through private placements and $1,270,000 through debt financing in order to fund the development and growth of our operations. During 2013, we were successful in raising net proceeds of $1,965,000 through private placements and $1,805,200 through debt financing in order to fund the development and growth of our operations. Our ability to continue as a going concern is dependent on our obtaining additional adequate capital to fund additional operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.

The following table presents a summary of our net cash provided by (used in) operating, investing and financing activities for December 31, 2013 and 2012: Year Ended December 31 2013 2012 Net cash used in operating activities (3,131,773 ) $ (1,703,297 ) Net cash provided by (used) in investing activities (38,295 ) (73,402 ) Net cash provided by financing activities 3,158,564 1,819,500 Net increase (decrease) in cash $ (11,504 ) $ 42,801 Cash flows for the year ended December 31, 2013 compared to December 31, 2012: For the year ended December 31, 2013, we incurred a net loss of $16,577,078. Net cash used in operating activities was $3,131,773, net cash used in investing activities was $38,295 and net cash provided by financing activities was $3,158,564 Working Capital Information -The following table presents a summary of our working capital at the end of each period: Category December 31, 2013 December 31, 2012 Cash $ 115,645 $ 127,149 Current assets 2,225,148 1,383,538 Current liabilities 6,664,738 9,540,176 Working capital (deficit) $ (4,439,590 ) $ (8,156,638 ) 28 As of December 31, 2013, the Company had a working capital deficit of $4,439,590, compared to $8,156,638 at December 31, 2012, or a decrease in working capital deficit of $3,717,048. As of December 31, 2013, the Company had cash and cash equivalents of $115,645 as compared to $127,149 on December 31, 2012, a decrease in cash of $11,504. For 2013, current assets increased by $841,610 due to decreases of $326,312 in accounts receivable related to our practice management services, and $358,463 in prepaid expenses related to the initial payment for medical devices in February 2013 and net pre-paid consulting services and the acquisition of inventory of $820,963. Current liabilities decreased $2,537,938 with specific decreases in liabilities of $5,907,500 in a liability for common stock to be issued recorded in 2012, when the shares were issued in 2013; net increases in notes payable of $1,651,735 and decreases in the fair value of the derivative liability related to the warrants issued with the notes payable of $650,770. In addition, the Company issued $337,500 Series F preferred shares which have been classified as a liability.

Funding Requirements:We expect to incur substantial expenses and generate ongoing operating losses for the foreseeable future as we prepare for the scale-up of inventory and ongoing development and launch of our medical equipment and device business, grow the existing base of our physician practice administration and support business and further expand this business into additional facilities and locations. If we are unable to raise an adequate amount of capital, however, we could be forced to curtail or cease operations.

Our future capital uses and requirements depend on numerous forward-looking factors. These factors include the following: -the time and expense needed to complete the procurement of inventory and successful launch of the medical equipment and device business; -the expense associated with building a network of independent sales representatives to market the devices selected for distribution; -the degree and speed of patient and physician acceptance of these devices and products and the degree to which third-party payors approve and pay for reimbursement; and -the time and expense needed to complete the securing of additional days at existing location under contract and/or the securing of additional new physician practice facilities and locations under contract for our practice administration and support business.

Our revenue generating activities during 2013 continue to improve as the physician practice management services business continues to grow and we enter the final phase of launching our medical device distribution business. During 2013, we entered into several distribution agreements to launch our medical device division and have procured over $1.1 Million in medical device inventory for distribution which we anticipate sales to commence in the later part of the first quarter of 2014. The Company has also secured additional key management personnel in 2013 to help facilitate the launch and rollout of our device division. The Company is also currently negotiating network selling agreements and formal proposals with US based healthcare organizations for the use of its medical devices in the organizations' nationwide locations which may include anticipated minimum usage metrics.

We have yet to achieve profitability as a result of the Company's non-operating expenses, and the issuance of shares of our common stock to third parties for various services rendered. As we grow, the use of our common stock as currency will decline when our cash availability grows.

29 In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon our continued operations, which in turn is dependent upon our ability to meet our financial requirements, raise additional financing, and the success of our future operations.

Additional funding may not be available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders. For example, if we raise additional funds by issuing equity securities or by selling debt securities, if convertible, further dilution to our existing stockholders would result. To the extent our capital resources are insufficient to meet our future capital requirements, we will need to finance our future cash needs through public or private equity offerings, collaboration agreements, debt financings or licensing arrangements.

If adequate funds are not available, we may be required to terminate, significantly modify or delay the development and launch of our businesses, reduce our planned commercialization efforts, or obtain funds through means that may require us to relinquish certain rights that we might otherwise seek to protect and retain. Further, we may elect to raise additional funds even before we need them if we believe the conditions for raising capital are favorable.

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