1427222--3/31/2010--WELLQUEST_MEDICAL_&_WELLNESS

related topics

{regulation, government, change}

{stock, price, share}

{acquisition, growth, future}

{control, financial, internal}

{personnel, key, retain}

{interest, director, officer}

{property, intellectual, protect}

{loan, real, estate}

{product, liability, claim}

{stock, price, operating}

{regulation, change, law}

{product, candidate, development}

{competitive, industry, competition}

{product, market, service}

{debt, indebtedness, cash}

Risks Related to Our Business Our company has limited operating history and therefore we cannot ensure the long-term successful operation of our business or the execution of our business plan. We have a history of losses which may continue, which may negatively impact our ability to achieve our business objectives. Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing. We are currently in default on our obligations under our secured bank loan. We face significant competitive risks. If these risks negatively affect our business, you could lose your entire investment. If we do not manage our growth successfully, our growth may slow, decline or stop, and we may never become profitable. We are highly dependent on our management and our business would be materially adversely affected if any of our executives leave. Our failure to attract and retain physicians, physician s assistants, and nurse practitioners in a competitive labor market could limit our ability to execute our growth strategy, resulting in a slower rate of growth. If our physicians develop a poor reputation, our operations and revenues would suffer. Our revenues and profits could be diminished if we lose the services of key physicians. We rely upon a third party to provide our medical personnel and as a result, we could be adversely affected by the inability of the third party to provide sufficient personnel, the financial condition of the third party or by the deterioration or termination of our relationship with the third party. Our products and services may not be accepted in the marketplace. If we cannot obtain marketplace acceptance, you could lose your entire investment. If our clients seek services and treatment elsewhere, our operations will suffer. Our resources may not be sufficient to manage our expected growth; failure to properly manage our potential growth would be detrimental to our business. We lack experience in developing and opening new centers and cannot guarantee we will be successful in opening additional centers. Because of the nature of our business, we run the risk that we will be unable to collect the fees that we have earned. We are dependent on third party payors. Changes in Medicare that decrease program payments will affect our financial condition and the results of operations would suffer. Our business is concentrated in a specific geographic location and could be affected by a depressed economy in that area. Our failure to maintain adequate price levels could have a material adverse effect on our business. We are subject to extensive changes in the healthcare industry. If we are unable to adapt, our operations could suffer. We face the risk of professional liability claims which may exceed the limits of insurance coverage. If claims are not covered by insurance, our operations could suffer. If we fail to comply with government laws and regulations it could have a materially adverse effect on our business. If we fail to maintain state licenses or authorizations it could result in the closure of our center. Any inability to adequately protect our intellectual property could harm our competitive position. We may face costly litigation that could force us to pay damages and harm our reputation. If we are unable to obtain additional funding our business operations will be harmed and if we do obtain additional financing our then existing stockholders may suffer substantial dilution. Our officers, directors and principal stockholders own a controlling interest in our voting stock and investors will not have any voice in our management. Risks Relating to Our Common Stock The issuance of shares upon conversion of our series A convertible preferred stock and convertible notes may cause immediate and substantial dilution to our existing stockholders and may depress the market price of our common stock. As of December 31, 2009 As of December 31, 2009 Our common stock is currently not available for quotation on the OTC Bulletin Board which limits the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock. Efforts to comply with recently enacted changes in securities laws and regulations will increase our costs and require additional management resources, and we still may fail to comply. Our common stock is subject to the penny stock rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Full 10-K form ▸

1427222--3/31/2010--WELLQUEST_MEDICAL_&_WELLNESS_CORP