NOTE F – INVESTMENT IN JOINT VENTURES

Milestone Medical Inc

In March 2011, Milestone entered into an agreement with shareholders of Beijing 3H Scientific Technology Co., Ltd (Beijing 3H), a People’s Republic of China, (“PRC”) Company and a group of other investors, to establish a medical joint venture entity in the PRC to develop intra-articular and epidural drug delivery instruments utilizing Milestone’s patented CompuFlo technology. Shareholders of Beijing 3H and other investors agreed to contribute up to $1.5 million to this medical joint venture entity. Milestone contributed an exclusive worldwide royalty-free license to use CompuFlo technology to the joint venture. The initial cash investment of $1.5 million was subject to refund if the instruments were not developed because of technological problems within 30 months of the inception date. Milestone evaluated the technological feasibility of the products to be developed using the CompuFlo technology periodically and at every reporting date to establish if circumstances indicate if the technology continued to be feasible. Based on the available evidence Milestone concluded that the contingency associated with the return of capital to shareholders of Beijing 3H and a group of investors no longer existed as of December 31, 2013, since the instruments have advanced beyond the development stage and accordingly no amounts have been accrued in the accompanying financial statements relating to this contingency. Milestone, with the consent of Beijing 3H, organized a domestic research and development corporation now knows as Milestone Medical Inc. (“Milestone Medical”) to which the principal shareholders of Beijing 3H and other shareholders completed a capital contribution of $1,500,000 and Milestone Medical was initially owned fifty percent by shareholders of Beijing 3H and fifty percent by Milestone. Milestone Medical had a remaining net book value of approximately $349,000 at December 31, 2014. Milestone has accounted for its investment in Milestone Medical using the equity method of accounting. Further, Milestone was authorized by the Milestone Medical to manage and oversee the development of the epidural and intra-articular instruments. In connection with this authorization, Milestone also entered into an agreement with a significant vendor to develop these two instruments.

Milestone has distribution responsibility in the U.S. and Canada. Beijing 3H will distribute in Macao, Hong Kong and other regions of Asia. Milestone Medical will distribute the epidural instruments in the PRC. In the rest of the world, responsibilities are shared by Milestone and Beijing 3H.

In July 2013, Milestone entered a strategic partnership with the largest provider of specialty sales and distribution solutions for healthcare in the United States. During the three year strategic partnership, the distributor will hold the exclusive rights to market, resell, label and distribute Milestone’s CompuFlo injection technology for use in epidural applications for childbirth and other pain management needs in hospitals in the U.S. This agreement will begin after FDA approval.

In the fourth quarter of 2013, Milestone Medical issued 2 million shares of its common stock in a private placement offering at $1.50 per share ($3.0 million) in Poland. As a result of this sale, Milestone Medical received net proceeds of $2,363,000. The effect of this sale of new shares was to reduce Milestone’s ownership percentage from 50% to 45.5% (post transaction). Consistent with the equity method of account, the ownership percentage is treated as if the decreased percentage of ownership was the result of the sale of these shares. As a result, Milestone recorded in the fourth quarter of 2013, a $1,363,650 gain on dilutive effect of the sale of equity in Milestone Medical.

In the fourth quarter of 2014, the Company purchased an additional 995,000 shares from a former shareholder in Milestone Medical Inc for $447,750 ($0.45 per share). After this purchase, the Company owned 49.98% of Milestone Medical. At the same time, Milestone Medical Inc terminated its distribution agreement with Beijing 3H. Milestone Medical Inc contracted with Milestone China to become the new distributor in Asia for both the epidural and intra-articular instruments. The Company owns forty percent of Milestone China Ltd.

Milestone recorded a loss on its investment in Milestone Medical of $891,500 and $924,363 for the years ended December 31, 2014 and 2013, respectively. The losses described represent 49.98% and 50% of the applicable losses reported by the Medical Joint Venture during the years ended December 31, 2014 and 2013, respectively. Milestone utilizes the equity method of accounting to recognize its financial results of the joint venture.

Milestone expensed $249,966 and $225,979 on behalf of the Milestone Medical for the years ended December 31, 2014 and 2013, respectively, for legal expenses related to seeking U.S. Food and Drug Administration marketing clearance for the epidural and intra-articular devices under section 510k. As part of the joint venture agreement, Milestone is to pay all fees related to the FDA clearance process.

Milestone had an investment in Milestone Medical of $888,720 as of December 31, 2014 and there are no remaining suspended losses.

On July 1, 2013, Milestone and Milestone Medical signed an agreement for the reimbursement of specific expenses incurred by Milestone specifically for the benefit of Milestone Medical. The expenses related to the agreement that have not been paid are $125,144 as of December 31, 2014 and are included in accounts receivable, net.

The following condensed financial information of Milestone Medical Inc., Medical Joint Venture, and 49.98% ownership of Milestone at December 31, 2014 and 2013, respectively is as follows:

Milestone Medical Inc Financial Information

	December 31,
	2014			2013
Current Assets	$	1,582,415		$	2,258,809
Non Current Assets		1,593,737			1,561,130
Total Assets	$	3,176,152		$	3,819,939
Current Liability	$	962,655		$	125,962
Equity		2,213,497			3,693,977
Total Liability and Equity	$	3,176,152		$	3,819,939

	December 31,
	2014			2013
Revenue	$	-		$	-
Operation expenses		1,896,784			1,019,606
Net Loss	$	(1,896,784	)	$	(1,019,606	)

Milestone Medical Inc. is a Development Stage Company and does not have revenues at this time. Milestone has recorded its share of the losses $891,500 and $509,803 for December 31, 2014 and 2013, respectively.

Milestone Education Inc.

In the first quarter of 2013, the CEO of Milestone loaned Milestone $50,000 for use in capitalizing a fifty percent equity portion in the joint venture with Milestone Education LLC (the “Education Joint Venture”). This balance is included in the accrued expenses and other payables on the condensed balance sheet at December 31, 2013. This loan bore no interest and was paid off in April 2014.

The Education Joint Venture is expected to provide training and education to our dentists throughout the world. Milestone accounted for its investment in the Education Joint Venture using the equity method of accounting. Milestone Education LLC began operations in 2013. The Education Joint Venture incurred a loss of $35,779 and $15,836 for the years ended December 31, 2014 and 2013, respectively. Fifty percent of these losses were recorded in the consolidated statements of operations for the years ended December 31, 2014 and 2013, respectively

Milestone China Inc

In June 2014, Milestone agreed to invest $1.0 million through the contribution of 772 STA instruments (at a distributor price of approximately $1,295 per instrument) for a forty percent ownership in a Hong Kong based medical and dental distribution company, (“Milestone China”). The instruments will be shipped to the distributors over a period of two years. Milestone China will purchase STA handpieces on a cash basis as required. 300 STA instruments were shipped in July 2014 and are recorded at Milestone’s cost in the investment account for Milestone China on the Balance Sheet in the third quarter of 2014. Milestone China did not begin operations until July 2014. The Milestone China Joint Venture incurred a loss of $810, which is forty (40) percent of the $2,025 net loss, for the year ended December 31, 2014, respectively. Forty percent of the loss were recorded in the condensed statement of operations for the year ended December 31, 2014. Accordingly, the investment was recorded as $348,651 as of December 31, 2014.