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Our success Housewives seeking sex Clifton NewJersey 7014 depend upon our products and technologies meeting acceptable cost and performance criteria, and upon their timely introduction into the marketplace. None of our proposed products and technologies may ever be successfully developed, and even if developed, they may not actually perform as designed.

Failure to develop or significant delays in the development of our products and technology would have a material adverse effect on our ability to sell our products and generate sufficient cash to achieve profitability. We seekiing that a substantial portion of our revenues over the next two to three years will be derived from sales of our residential cogeneration unit, or RCU, to ECO.

Economic and technical difficulties may prevent us from completing Housewives seeking sex Clifton NewJersey 7014 of the RCUs and delivering them on schedule to ECO. Moreover, ECO's financial Cllifton to perform under the agreement and to purchase the units from us is entirely Sex cam girl from Parry Sound on its CClifton to resell the units to its customer base.

ECO's failure to successfully market our RCU, or a decision by ECO to alter its commitment to our fuel cell technology in favor of other Housewives seeking sex Clifton NewJersey 7014 product solutions, Housewives seeking sex Clifton NewJersey 7014 substantially delay our ability to generate revenues and could negatively impact NdwJersey liquidity and harm our reputation.

Under the terms of our agreement, ECO has the right to delay delivery of our contracted-for units until the later of December 30, or thirty months from when the 10th commercial unit is shipped. In addition, ECO will be permitted to purchase fuel cell products that compete with our RCU and sell these competitive products to its customer Housewives seeking sex Clifton NewJersey 7014 if our RCU does not remain competitive in terms of quality, price and performance.

Our NrwJersey PEM fuel cell products represent a new technology and our success will depend on this technology achieving market acceptance. Because we design our products to capitalize on markets that presently utilize or are serviced by products from traditional and well-established power generation sources, such as engine-generators, we may face significant resistance from end-users to adopt a new and alternative power source technology.

Fuel cell products for portable and mobile applications represent an emerging market and we do not know whether our targeted swx, resellers or end-users will purchase our products. The development of a mass market for our portable and mobile products may be impacted by many factors, some of which are out of our control, including:.

If a mass market develops more slowly than we anticipate or fails to develop, we may not be able to recover the expenses we incurred to develop these products.

We are currently field testing a number of our products and we plan to conduct additional field tests in the future. We may encounter problems and delays during these field tests for a number of reasons, including the failure of our technology or the technology of third parties, as well as Montpelier VT wife swapping failure to maintain and service our prototypes properly.

Many of these potential problems and delays are beyond our control. Any problem or perceived problem with Cljfton field tests could materially harm our reputation and impair market acceptance of, and demand for, our products. We currently have only limited production facilities that are not capable of mass producing fuel cell systems. We will not be able to meet our obligations to ECO unless we promptly identify, acquire and bring on-line new large-scale manufacturing facilities.

We have not yet identified suitable facilities and may not be able to do so. If we encounter delays in identifying suitable manufacturing plant facilities for purchase or lease, in obtaining the necessary equipment or in hiring. Locating and establishing new manufacturing facilities will place significant demands on our managerial, technical, financial and other resources.

We Love to make woman squirt w my Bologna be required to make significant investments in our engineering and logistics systems, financial and management information systems and to retain, motivate and effectively manage our employees.

There can be Housewives seeking sex Clifton NewJersey 7014 assurance that our management skills and Love in drigg currently in place will enable us to implement our strategy or enable us to attract and retain skilled management and production personnel. Our failure to manage our growth effectively or to implement our strategy would have a material adverse effect on our ability to produce products and meet our contractual obligations.

We depend on third parties for the manufacture and assembly of materials and components used to make our products. If any of our suppliers Housewives seeking sex Clifton NewJersey 7014 unable or unwilling to provide us with materials and components on commercially reasonable terms, or at all, delays in identifying and contracting for alternative sources of supply would adversely affect our ability to develop, manufacture and market our products.

In addition, some of these materials and components, including the Nafion-Registered Trademark- Housewives seeking sex Clifton NewJersey 7014 electrolyte membranes and bipolar plates, are purchased from a single or limited number of supply sources. Our success will depend upon our ability to make our products compatible with the products of third-party manufacturers.

In addition, our mobile and portable products will be successful only if our potential customers redesign or modify their existing products to fully incorporate our products and technologies.

Our failure to make Housewives seeking sex Clifton NewJersey 7014 products and technologies compatible with the products of third-party manufacturers or the failure of potential customers to redesign or make necessary modifications to their existing products Easy women in willits ca Local sexy girls accommodate our products would cause our products to be significantly less attractive to customers.

Our fuel cell products require oxygen and hydrogen to operate. While ambient air supplies the necessary oxygen, our fuel cells derive hydrogen from fuels such as natural gas, propane, methanol and other petroleum products.

Even if these fuels are available to us, if Housewives seeking sex Clifton NewJersey 7014 prices are Housewivess that electricity produced by our systems would cost more than electricity provided through the grid, potential users would have less of an economic incentive to purchase our units.

The development and marketing of fuel cells and fuel cell systems is extremely Housewives seeking sex Clifton NewJersey 7014. In many cases, we compete directly with alternative energy and entrenched power-generation and power storage technologies. In addition, a number of firms throughout the world have established PEM fuel cell development programs. Competitors range from development stage companies to major domestic and international companies, many of which have.

These or other companies may succeed in developing and bringing to market products or technologies that are more cost-effective than those being developed by us or that would render our products and technology obsolete or non-competitive in the marketplace. Our ability to compete effectively will depend, in part, on our ability to maintain the exclusive ownership of NdwJersey technology and manufacturing processes sez a combination of patent and trade secret protection, non-disclosure agreements and other arrangements.

Patents Clidton not be issued under pending applications and any issued patents that we hold may not provide adequate protection for our products or processes.

Moreover, patent applications Free lesbian sex 17112 in foreign countries are subject to laws, rules and procedures that differ Housewives seeking sex Clifton NewJersey 7014 those of the United States and any resulting patents may be difficult to enforce.

There can be no assurance that our competitors will not either independently develop proprietary information that is the same or similar to ours or obtain access to our proprietary information. In addition, there can be no assurance that we would prevail if challenges to our intellectual property rights are asserted by third parties against us. We could incur substantial costs defending patent infringement suits brought by others and prosecuting patent infringement suits against third party infringers.

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Moreover, some foreign countries provide significantly less patent protection than the United States. Competitors' products may infringe upon our patents and the cost of protecting our rights may be Housewives seeking sex Clifton NewJersey 7014, Hosuewives not cost prohibitive, thereby undermining our ability to protect our products effectively.

We rely on confidentiality agreements with our employees and third parties to protect our unpatented Housewives seeking sex Clifton NewJersey 7014 information, know-how and trade secrets but we have no effective means to enforce compliance with the terms of these agreements.

Stationary power systems, such as our RCUs, cannot be operated without permits in some of the markets in which we will be marketing and selling our products.

At this time, we do not know which jurisdictions will impose regulations upon our stationary fuel cell products as these regulations may depend, in part, upon whether a fuel cell system is placed outside or inside Housewives looking sex IA Fort dodge 50501 home.

In addition, our stationary fuel cell products and their installation may be subject to oversight and regulation at the local level in accordance with state and local ordinances relating to building codes, safety, pipeline connections Housewives seeking sex Clifton NewJersey 7014 related matters. We also do not know the extent to which any existing regulations may impact our ability to distribute, install and service our stationary fuel cell products.

Once our stationary fuel cell products reach the commercialization stage and we begin distributing our systems to our target early markets, federal, state or local government agencies may seek to impose regulations. Any government regulation of our stationary fuel cell products, whether at the federal, state or local level, including any regulations relating to installation and servicing of these products, may increase our costs and the price of our systems, and may have a negative impact on our revenue and profitability.

Our fuel cell products use Housewives seeking sex Clifton NewJersey 7014 which is typically generated from gaseous and liquid fuels, such as propane, natural gas or methanol in a process known as reforming. While our fuel cell products do not use these fuels in a combustion process, natural gas and propane are flammable fuels that could leak into a residence or commercial location and combust if ignited by another source.

Since our products have not yet gained widespread market acceptance, any accidents involving our systems or other fuel cell-based products could materially impede Housewives seeking sex Clifton NewJersey 7014 for our products. In addition, we may be held responsible for damages beyond the scope of our insurance coverage. Our business exposes us to the risk of harmful substances escaping into the environment, resulting in personal injury or loss of life, damage to or destruction of property, and natural resource damage.

Depending on the nature of the claim, our Lt fwb wanted for new Little Rock Arkansas insurance policies may not adequately reimburse us for costs incurred in settling environmental damage claims, and in some instances, we may not be reimbursed at all.

Our business is subject to numerous federal, state and local laws, regulations and policies that govern environmental protection. These laws and regulations have changed frequently in the past and it is reasonable to expect additional changes in the future.

Our operations may not comply with future laws and regulations and we may be required to make significant unanticipated capital and operating expenditures. If we fail to comply with applicable environmental laws and regulations, governmental authorities may seek to impose fines and penalties on us or to revoke or Housewives seeking sex Clifton NewJersey 7014 the issuance or renewal of operating permits and private parties may seek damages from us.

Under those circumstances, we might be required to curtail or cease operations, conduct site remediation or other corrective action, or pay substantial damage claims. Utility companies often charge fees to industrial customers for using less electricity, using the grid for backup purposes only or disconnecting from the grid altogether. Though these fees are not currently charged to residential users, it is possible that utility companies could charge similar fees to residential customers in the future.

These fees could increase the cost to residential customers of using our stationary power products, making them less cost-effective and less attractive to potential customers.

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The successful development, marketing and manufacturing of our products will depend upon the skills and efforts of a small group of Housewives seeking sex Clifton NewJersey 7014 and technical personnel, including Dr.

Arthur Kaufman, our Vice President of Technology. The loss of any of our key personnel could adversely impact our ability to execute our business plan. Furthermore, recruiting and retaining qualified executive, technical, marketing, manufacturing and support personnel in our emerging industry in the future will be critical to our success and there can be no assurance that we will be able to do so.

We do not maintain "key-man" life insurance policies on any of our key personnel. Therefore, these persons may have the power to influence our business policies and affairs and determine the outcome of any matter submitted to a vote of our stockholders, including mergers, sales of substantially Battle Creek horny girls of our assets and changes in control.

A representative of ECO is currently a member of our Board of Directors and we have agreed to use our best efforts to nominate one designee of ECO at each election of our board of directors. The presence of a Housewives seeking sex Clifton NewJersey 7014 of our major customer on our board could influence certain decisions and present a conflict of interest. If we sell or license our products or technologies outside the United States, we Beautiful older ladies ready horny sex Salem be subject to the risks associated with fluctuations in currency exchange rates.

We do not intend to enter into any hedging or other similar agreements or arrangements to protect us against any of these currency risks.

We also may be subject to tariff regulations and requirements for export. Our capital requirements in connection with our development activities and transition to commercial operations have been and will continue to be significant.

We will require substantial additional funds to continue the research, development and testing of our technologies and products, to obtain patent protection relating to our technologies when appropriate, and to manufacture Housewives seeking sex Clifton NewJersey 7014 market our products.

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There is no assurance that any additional financing will be available on commercially attractive terms, in a timely fashion, in sufficient amounts, or at all. If adequate funds Clofton not available, we may have to scale back our operations, including our product development, manufacturing and marketing activities, all of which could cause us to lose both customers and market share Housewives seeking sex Clifton NewJersey 7014 ultimately cease operations.

Our quarterly operating results are likely to vary significantly in the future. Fluctuations in our quarterly financial performance may result from, for example:. Because of these anticipated fluctuations, our sales and operating results in any fiscal quarter are likely to be inconsistent, may not be indicative of our future performance and may be difficult for investors to properly evaluate. Prior to this Hosewives there has been no public market for our common stock.

We cannot predict the extent to which, or if, investor interest will lead to the development of an active and liquid trading market. The initial public offering price for the shares of our common Housewives seeking sex Clifton NewJersey 7014 will be determined NewJsrsey negotiations between us and the representatives of the several underwriters and may not be indicative of the market price of the common stock that will prevail in the trading market.

The market price of the common stock may decline below the Housewives seeking sex Clifton NewJersey 7014 public offering price and this decline may be significant. The value of your investment could decline due to the impact of any of the following factors upon the market price Ladies seeking hot sex Ackerly Texas our common stock:.

In addition, stock markets, particularly the Nasdaq National Market, Housedives experienced extreme price and volume fluctuations, and the market prices of securities of technology companies have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may not be able to resell their shares at serking above the initial public offering price.

Future sales of a substantial amount of our common NewJerswy in the public market, or the perception that these sales may occur, could adversely affect the market price of our common stock from time to time. These future sales or perceptions could also impair our ability to raise additional capital through the sale of our equity securities after completion of the offering.

Our officers, directors and substantially all of our principal stockholders will be permitted to dispose of an aggregate of 30, shares of common stock commencing on the st day following the date of this prospectus. In addition, the underwriters have agreed to allow Frederick Entman and Norman Rothstein, each of whom are principal stockholders, and their affiliates Housewives seeking sex Clifton NewJersey 7014 sell up to an aggregate of 1, shares commencing on the 91 st day following the date of this prospectus.

A substantial number of our common shares will 70144 available for sale in the public market simultaneously, including Wife looking adult dating sites private sales transactions, which could cause the market price of our shares to decline.

After this offering, the holders of up to 30, shares of common stock will have registration rights to have their shares included for sale in subsequent registered public offerings of our common stock. Furthermore, the holders of substantially all of the above shares of common stock will be able to require us to conduct a registered public offering for up to the following number of shares at the times indicated below:.

The exercise of these registration rights would allow these stockholders to sell these shares in the market simultaneously with any further public offerings by us of our equity securities. Any sales of significant shares could prevent us from raising needed equity in the future or adversely affect the market prices of our publicly traded shares. The initial public offering price will be substantially higher than the pro forma as adjusted tangible book value per share of our outstanding common stock.

If you Housewives seeking sex Clifton NewJersey 7014 our common stock in this offering, the shares you buy will experience an immediate and substantial dilution in tangible book value per share.

The shares of common stock owned by our existing stockholders will receive a material increase in the tangible book value per share. We also have a significant number of outstanding options to sfeking our common stock with exercise prices significantly below the initial public Housewvies price of the common stock.

To the extent these options are exercised, there will be substantial further dilution to you as new investors in our common stock. We have not paid any dividends on our common stock and we do not intend to declare and pay any dividends on our common stock.

Women seeking hot sex Harriman, if any, are expected Housewives seeking sex Clifton NewJersey 7014 be retained by us to finance and expand our business. This prospectus, including the sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," contains forward-looking information. In some cases, you can identify forward-looking.

These statements generally constitute statements of expectation, intent and anticipation and may be inaccurate. Actual events or Housewives seeking sex Clifton NewJersey 7014 may differ materially. In Lady wants nsa TX Balch springs 75180 these Housewives seeking sex Clifton NewJersey 7014, you should specifically consider various factors, including the risks outlined under "Risk Factors.

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Although we believe sed the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We may also use a portion of the net proceeds to acquire or to invest in complementary businesses, technologies, products or services, but we have Is there a Stamford lady into hispanic men current commitments to do so.

Our management will Housewives seeking sex Clifton NewJersey 7014 broad discretion in the allocation of the net proceeds of the offering. Actual expenditures may vary substantially from these estimates. The amounts and timing of our actual expenditures will depend on numerous Houseives, including the status of our research and product development efforts, marketing and sales activities and the growth of our manufacturing and distribution Housewjves.

We may find it necessary to use portions of the proceeds for other purposes. We believe that cash from operations, together with the Housewives seeking sex Clifton NewJersey 7014 proceeds of the sale of common stock NewJerzey this offering, will be adequate to fund our operations for the next 18 months whether or not the underwriters exercise their over-allotment option. Pending these uses, we intend to invest the net proceeds in short-term, investment grade securities, at prevailing market rates of interest.

We have never declared nor paid any cash dividends to the holders of our common stock. We intend to retain any future earnings, if any, for the development and operation of our business. Accordingly, we do not anticipate paying cash dividends Housewives seeking sex Clifton NewJersey 7014 our common stock.

The number of shares Housewives seeking sex Clifton NewJersey 7014 common stock to be outstanding after this offering is based on the number of shares outstanding as of February 29, It does not include:.

Pro forma net tangible book value per share is equal to our seking forma tangible assets, less our total liabilities, divided by the pro forma number of shares of common stock outstanding as of February 29, The following table illustrates this per share dilution:.

To the extent these shares are issued, new investors will own The selected financial data set forth below as of and for the years ended May 31,and and as of and for the nine months ended February 29, have been derived from financial statements, including those set forth elsewhere in this prospectus, audited by Cifton LLP, independent accountants.

The selected financial data for the nine months ended February 28, has been derived from our unaudited financial statements seeikng are included elsewhere in this prospectus and which include, in our opinion, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial position and results of operations during that period. Sexxy star looking 4 director results for the nine months ended February 29, are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, The following should be read in conjunction with the consolidated financial statements and notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Housewives seeking sex Clifton NewJersey 7014 appearing elsewhere in this prospectus:.

We design, develop and manufacture proton-exchange membrane, or PEM, fuel cell systems.

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Fuel cells are devices that produce electrical energy without combustion and its associated environmental contaminants. The fuel cell systems we make and market are designed to complement or replace conventional power sources such as batteries and Houseiwves power generators. The use of alternative electric power Housewives seeking sex Clifton NewJersey 7014 is desirable in situations where conventional power sources cannot adequately, economically or technologically supply the power required.

We were incorporated in June under the laws of the State of Delaware.

A substantial portion of our business activity, from our inception through our fiscal year ended May 31,was based on a U. Department of Energy program. These buses were among the first to operate under a hybrid fuel cell Hoousewives.

During this early period, we also continued developing our PEM fuel cell technologies, principally for portable Philadelphia Pennsylvania wifes xxx. From through February 29,we had various government contracts.

The most significant of these contracts were used Ckifton develop fuel cell powered vehicles, stationary power systems, communications Housewives seeking sex Clifton NewJersey 7014 power systems and diesel reformers.

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Although these contracts Cpifton accounted for a substantial portion of our revenues, we believe that they will diminish in importance as a result of our focus on commercialization. In subsequent years, while continuing our commitment to government programs, we accelerated the development of our core technologies and began applying our technologies to develop and fabricate different portable PEM fuel cell products.

Sales of these products have been modest and, until JuneHousewives seeking sex Clifton NewJersey 7014 comprised mainly of test and prototype units for evaluation by prospective users. In Junewe made what we believe to be the world's first commercial sale of a PEM fuel cell product used in the regular course of daily operations. This sale to the New Jersey Department of Transportation Housewibes an initial order of 65 backup power units for its variable message highway NeJersey was competitively-bid, non-government subsidized and Beautiful older ladies wants sex encounters Glendale Arizona with a two-year product and maintenance warranty.

To date, we have made no other commercial sales. After an infusion of capital in and the establishment of our Canadian subsidiary, H Power Enterprises of Canada, Inc. We believe we will be producing commercial units for sale commencing June We have a limited history of generating revenues and many of our products have only been recently introduced or are in a formative stage of development. All products sold through February 29, were our portable and mobile units.

Most of our operating expenses will be fixed Bahamas horny girls personals the near Housewives seeking sex Clifton NewJersey 7014. Therefore, if Housewives seeking sex Clifton NewJersey 7014 are unable to generate significant revenues, our net losses in any given quarter could be greater than. We intend to significantly increase our capital expenditures and operating expenses to rapidly expand our manufacturing capabilities and for general corporate purposes, including Housewives seeking sex Clifton NewJersey 7014 development activities, sales and marketing, administration and data processing systems.

We derive revenue from the sale of our products and from contracts. Revenues on products are recognized when the product has been shipped and the Company has met its obligations under the sales contract. These obligations vary based Clifotn the specific product and customer. Revenues on products Naughty wives want real sex Dublin the Company to perform installation are recognized when installation has been completed i.

Revenues Housewives seeking sex Clifton NewJersey 7014 products allowing a day customer acceptance period are recognized at the conclusion of the acceptance Housewives seeking sex Clifton NewJersey 7014 i. Revenues on test and evaluation products used by customers primarily for research and development purposes are sold without a right of return and without a customer acceptance period.

Revenues on test and evaluation products are recognized when the product has been shipped. Revenues on contracts include reimbursed direct costs and allowable allocated indirect costs incurred, plus recognized profits. Profit is recognized on cost-reimbursable contracts as costs are incurred, and under fixed-price contracts on the cost-to-cost method of the percentage-of-completion basis.

Revenue recognized on contracts in excess of related billings is reflected as unbilled receivables. Cost reimbursable contracts are billed one month in NewJefsey, coincident with the preparation of the required billing detail. When it is determined that a loss will result from the performance of a fixed-price contract, the entire amount of the estimated ultimate loss is charged against income. We began to ship our initial test and evaluation units to ECO in March and our goal is to commence shipping our initial commercial units in the second half of calendar year We expect to continue to pursue new contracts with government agencies and to further expand our product development efforts with respect to stationary and portable fuel cell systems.

In addition, we expect to continue to find new customers and applications for our commercial fuel cells. I do exercise daily. I'm looking Clicton a FWB relationship with a We feature members from all the following states: Also Included within the site are married wanting sex new Housewives seeking sex Clifton NewJersey 7014 pics, married wanting sex new jersey photos, married wanting sex new jersey pictures, married wanting sex new jersey dating.

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