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VOLITIONRX LTD - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

May 15, 2014

This Management's Discussion and Analysis of Plan of Operation contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections.

We may use words such as "anticipate," "expect," "intend," "plan," "believe," "foresee," "estimate" and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect.



The

forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.



Liquidity and Capital Resources

As of March 31, 2014, the Company had cash of $2,800,802, other current assets of $110,110, and current liabilities of $5,194,922. This represents a working capital deficit of $2,284,010. Current liabilities include an amount of $4,182,747 in respect of a derivative liability. After excluding this liability there is an operating working capital surplus of $1,898,737. We intend to use our cash reserves to fund further research and development activities. We do not currently have any substantial source of revenues and expect to rely on additional financing. We are pursuing plans to seek further capital through the sale of additional stock by way of private placement, but there is no assurance that we will be successful in raising further funds. In the event that additional financing is delayed, the Company will prioritize the maintenance of its research and development personnel and facilities, primarily in Belgium, and the maintenance of its patent rights. However the completion of clinical validation studies and regulatory approval processes for the purpose of bringing products to the IVD market would be delayed. In the event of an ongoing lack of financing, we may be obliged to discontinue operations, which will adversely affect the value of our common stock.



Overview of Operations

Management has identified the specific processes and resources required to achieve the near and medium term objectives of the business plan, including personnel, facilities, equipment, research and testing materials including antibodies and clinical samples, and the protection of intellectual property. To date, operations have proceeded satisfactorily in relation to the business plan. However it is possible that some resources will not readily become available in a suitable form or on a timely basis or at an acceptable cost. It is also possible that the results of some processes may not be as expected and that modifications of procedures and materials may be required. Such events could result in delays to the achievement of the near and medium term objectives of the business plan, in particular the progression of clinical validation studies and regulatory approval processes for the purpose of bringing products to the IVD market. However, at this point, the most significant risk to the Company is that it will not succeed in obtaining additional financing in the medium term. 13

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Results of Operations



Three Months Ended March 31, 2014

The following table sets forth the Company's results of operations for the three months ended March 31, 2014 and the comparative period for the three months ended March 31, 2013. Three Months Three Months Percentage Ended Ended Increase/ Increase/ March 31, 2014 March 31, 2013 Decrease Decrease ($) ($) ($) (%) Revenues - - - - Operating Expenses (1,238,173) (907,797) (330,376) 36% Net Other Income (Expense) (956,253) - (956,253) - Income Taxes - - - - Net Loss (2,194,426) (907,797) (1,286,629) 142% Basic and Diluted Loss Per Common Share (0.18) (0.09)



(0.09) 100%

Weighted Average Basic and Diluted Common Shares Outstanding 12,246,424 10,210,392 2,036,032 20% Revenues The Company had no revenues from operations in the three months ended March 31, 2014, and no revenues from operations in the comparative period for the three months ended March 31, 2013. The Company's operations are in the development stage. Operating Expenses For the three months ended March 31, 2014, the Company's operating expenses increased by $330,376, or 36%. Operating expenses are comprised of salaries and office administrative fees, research and development expenses, professional fees, and other general and administrative expenses. Salaries and office administrative fees decreased by $26,399, due principally to a reduction in share option expense. Research and development expenses increased by $277,265, due to increases of $165,257 in patent filing costs, $68,912 in purchases of antibodies, and $51,587 in staff costs. These increases all reflect a higher level of research and development activity. Professional fees increased by $62,165, due principally to an increase of $74,811 in fees for public relations and investor relations services to raise the profile of the company. General and administrative expenses increased by $17,354 due to an increase of $17,347 in travel and related expenses. Net Other Expense For the three months ended March 31, 2014, the Company recorded other income of $143,987, representing grant funds received from public bodies in respect of approved expenditures, where there is no obligation to repay. There were no grant funds that met these criteria in respect of the three months ended March 31, 2013. The Company also recorded other expense of $1,100,240, in relation to a derivative liability resulting from the issue of 1,500,000 warrants attached to the issue of 1,500,000 shares, together with 30,975 warrants issued to agents. Net Loss



For the three months ended March 31, 2014, our net loss was $2,194,426, an increase of $907,797 or 142% over the comparative period for the three months ended March 31, 2013. The change is a result of the changes described above.

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Going Concern We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.



Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders. Future Financings We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing to fund our operations and other activities.



Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.



Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.



ITEM 3.


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Source: Edgar Glimpses


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