VIRTUAL MEDICAL CENTRE INC

We may not be able to obtain sufficient capital and may be forced to limit the scope of our operations or discontinue operations.
If we are not able to secure the financing we need at the current time or in the future, we may not be able to undertake any planned
operational expansions or acquisitions. As a result, we may have to modify our business plans accordingly or may be required to discontinue our
business operations. There is no assurance that additional financing will be available to us when needed, or if made available, on terms that are
favorable to us. Further, any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our
existing shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and
privileges senior to those granted to existing shareholders.
We may make acquisitions or investments in new businesses, products or technologies that involve additional risks, which could disrupt
our business or harm our financial condition or results of operations.
As part of our business strategy, we have made, and expect to continue to make, acquisitions of businesses or investments in
companies that offer complementary products, services and technologies. Such acquisitions or investments involve a number of risks, including :
• Assimilating operations and products may be unexpectedly difficult;
• Management’s attention may be diverted from other business concerns;
• We may enter markets in which we have limited or no direct experience;
• We may lose key employees, customers or vendors of an acquired business;
• The synergies or cost savings we expected to achieve may not be realized;
• We may not realize the value of the acquired assets relative to the price paid; and
• Despite our diligent efforts, we may not succeed at integration, quality control or other customer issues.
These factors could have a material adverse effect on our business, financial condition and operating results. Consideration paid for
any future acquisitions could include our stock or require that we incur additional debt and contingent liabilities. As a result, future acquisitions
could cause dilution of existing equity interests and earnings per share. Before we enter into any acquisition, we perform significant due
diligence to ensure the potential acquisition fits with our strategic objectives. In addition, we believe we have adequate resources and appropriate
integration procedures to transition the newly acquired company efficiently.
We may not be able to manage our growth effectively.
The expansion necessary for us to fully exploit the market for our products and services requires an effective planning and
management process. Growth, if it occurs, will likely place a significant strain on our managerial, operational and financial resources. To
manage our growth, we must implement and improve our operational system and expand, train and manage our employee base. There can be no
assurance that our systems, procedures or controls will be adequate to support operations or that management will be able to achieve the
expansion necessary to fully exploit the market for our products and services, and the failure to do so would have a material adverse effect on
our business, operations and financial condition.
Our results of operations could be adversely affected by impairment of our goodwill or other intangible assets.
When we acquire a business, we record goodwill equal to the excess of the amount we pay for the business, including liabilities
assumed, over the fair value of the tangible and intangible assets of the business we acquire. Goodwill and other intangible assets that have
indefinite useful lives must be tested at least annually for impairment. The specific guidance for testing goodwill and other non-amortized
intangible assets for impairment requires management to make certain estimates and assumptions when allocating goodwill to reporting units
and determining the fair value of reporting unit net assets and liabilities, including, among other things, an assessment of market conditions,
projected cash flows, investment rates, cost of capital and growth rates, which could significantly impact the reported value of goodwill and
other intangible assets. Fair value is generally determined using a combination of the discounted cash flow, market multiple and market
capitalization valuation approaches. Absent any impairment indicators, we generally perform our impairment tests annually in the fourth quarter,
using available forecast information.
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